Proceedings of
the meeting of the Empowered Committee with the shareholders of the Exchange
held on Friday, 11th May 2007 at
4.30 P.M. in the Trading Hall of the Exchange at 7, Lyons Range, Kolkata – 700
001
PRESENT
:
1) Shri N.P.
Bagchee, IAS (Retd.) : Chairman
2) Shri Sunil
Mitra, IAS :
Member
3) Shri Dipankar
ChatterjI, FCA : Member
4) Shri Talleen
Kumar, IAS : Member
5) Shri P.K.Ray :
O.S.D, CSE - Member
6) Shri Kalyan Mukhopadhyay : Joint Secretary & DGM, CSE
- Member
7) Shri
M.A.V.Raju :
DGM, CSE – Member Secretary
Invitees:
1) Shri Arindam
Guha :
Executive Director, PWC
2) Shri Anindya
Mullick :
Project Manager, PWC
3) Shri Hari
Shridhar :
Consultant PWC
All members of the Empowered Committee
attended the meeting.
Attendance:
Seventy Three shareholders of the Exchange
attended the meeting.
The Chairman invited the shareholders to
the meeting. At the outset the Chairman
informed the Shareholders that the Proceedings of the last meeting of the
Empowered Committee with the Shareholders held on 28th March 2007
had been displayed on the Notice Board of the Exchange as well as posted on the
Website of the Exchange for information of all concerned. As certain important developments have taken
place since the last meeting, it was considered necessary to update the
shareholders about the latest status of divestment process and hence the
present meeting has been convened.
Thereafter the Chairman requested Shri Arindam Guha to state in brief
the developments regarding demutualization program. Accordingly, Shri Guha stated about the receipt of only one
Expression of Interest from WBIDC and four letters received from BSE, WBIDFC,
Allahabad Bank and United Bank of India expressing their prima-facie interest
in the demutualization process of the Exchange. He further stated that in view of inadequate response to the
invitation for EOI, the process earlier proposed for induction of strategic
partner/investor through bidding has to be changed to a process of induction
through negotiation.
The Chairman requested Shri Sunil Mitra to
elaborate on the proposals received.
Shri Mitra informed the shareholders that as suggested by PWC the
bidding process has to be discontinued and steps be taken for induction of
investors through negotiation. Since,
the process needs legal backing, the change of course will have to be publicly
notified. For that an opinion is being
sought from a senior legal counsel of repute.
Shri Mitra further stated that in the EGM scheduled to be held on 23rd
May 2007, shareholders approval is proposed to be taken on splitting of the
existing shares as well as election of two shareholders representatives on the
Empowered Committee. The inclusion of
shareholders representatives in the Empowered Committee will enable the
Empowered Committee to take care of shareholders interest during
divestment. Shri Mitra further stated
that the Managing Director and an Independent Director of BSE visited the
Exchange on 7th May 2007 and had a preliminary discussion with the
Empowered Committee. BSE was of the
view that they would like to come in as a strategic partner and for this they
requested the Empowered Committee to obtain shareholders consent as to whether
the shareholders would be willing to accept their proposal. The shareholders were accordingly requested
to give their views and in response the shareholders present unanimously gave
their consent by show of hands to accept BSE’s proposal. Shri Mitra further informed the shareholders
that subject to the legal opinion from a senior legal counsel, it is proposed
to include by way of election or nomination three to five representatives of
shareholders of the Exchange in a “Negotiation/Disinvestment Group” who would
negotiate with the intending investors and report to the Empowered Committee
for their consideration. In view of the
time constraint for completion of demutualization process, the shareholders may
need to propose a resolution for election/nomination of three to five
shareholders’ representatives in modification of the proposed resolution
already circulated for election of two representatives to the Empowered
Committee.
In reply all shareholders present at the
meeting expressed their full support and co-operation to the proposals and
assured the Empowered Committee that they would take necessary steps in this
regard for which they have the full support from the shareholders.
While taking part in the discussions, Shri
Dipankar Chatterji informed the shareholders that the Empowered Committee has
advised the Exchange to take steps for taking legal opinion from a senior
counsel of repute available at present in town for all matters relating to the
demutualization exercise. Accordingly,
Shri Anindya Mitra, senior counsel of repute available at present has given his
consent for advising the Exchange.
Before the conclusion of the meeting Shri
Binay Agarwal, a shareholder of the Exchange, expressed his sincere thanks on
behalf of all shareholders present at the meeting to the Empowered Committee
for its efforts in convincing the State Government to extend its support for
the dumutualisation/divestment process of the Exchange and also for giving
effect to the suggestions given by the shareholders earlier to the Empowered
Committee.
There being no other business, the
meeting ended with a vote of thanks to the Chair.
Sd/-
Chairman