CCI Online Coaching    |    x


Board Meeting time gap

Service



Dear All,

I have a querry for the time gap between 2 board meetings, the case is as under:

X Ltd. is a Listed Company, its one Board Meeting has been held (say) on 4th January, 2009 for the quarterly result for December, 2008. Now, whether the X Ltd. can hold the Board Meeting on 31st May, 2009? Whether there is restriction in the Listing Agreement or Companies Act?

Can anybody solve my querry please.

Regards,

Ashish

 
Reply   
 
CA



As per the provisions of section 285 of the Act, a company must hold at least four meetings of the Board in a year and such meeting must be held at least once in every three months.

 
Reply   
 


Company Secretary and Compliance Officer


Dear Ashish,

Kindly appreciate your problem is governed by Clause-49 of Listing Agreements.

Clause-49 overrule section-285 to a certain extent as provisions of clause-49 are more stringent. 

Please find below the relevant extract from clause-49 regarding time gap between 2 BMs:

 

Clause-49(C)(i)

(C) Other provisions as to Board and Committees

 

                     i.      The board shall meet at least four times a year, with a maximum time gap of four months between any two meetings. The minimum information to be made available to the board is given in Annexure– I A.

 

In view of the above provision if you hold your BM on May 31, 2009 then in that case violation of Listing Agreement is due.

Hold your BM on or before May 3, 2009.

For any further query please revert.

Best Regards

 
Reply   
 
Company Secretary and Compliance Officer


Dear Ashish,

Kindly appreciate your problem is governed by Clause-49 of Listing Agreements.

Clause-49 overrule section-285 to a certain extent as provisions of clause-49 are more stringent. 

Please find below the relevant extract from clause-49 regarding time gap between 2 BMs:

 

Clause-49(C)(i)

(C) Other provisions as to Board and Committees

 

                     i.      The board shall meet at least four times a year, with a maximum time gap of four months between any two meetings. The minimum information to be made available to the board is given in Annexure– I A.

 

In view of the above provision if you hold your BM on May 31, 2009 then in that case violation of Listing Agreement is due.

Hold your BM on or before May 3, 2009.

For any further query please revert.

Best Regards


Total likes : 1 times

 
Reply   
 
CA



good answer Mr. ankur

 
Reply   
 
Company Secretary and Compliance Officer


Thanks Sumit for appreciation.

 
Reply   
 
Service



Dear Ankur,

Thank you very much for your reply but is it so? Listing Agreement is overruled Section 285 of the Companies Act, 1956.

How a Regulation overruled the Act ? Is there any circular or notification to that effect? May have a copy of that notification.

With Regards,

Ashish

 
Reply   
 
Company Secretary and Compliance Officer


Please don't interpret the word "overrule" literally. I did not mean literal overrulling of section-285 by Listing Agreements.

 

Kindly appreciate Listing Agreement is not a regulation but a legal and binding agreement between company & stock exchange.

If there is any contradiction between Companies Act and Listing Agreements then in that case Listing Agreements shall prevail over Act especially when Listing Agreements carry more stringent provision then Act.

 

Further nobody can relax the provisions of law for himself but can make them stringent for himself. So as per my understanding Listing Agreements are complementing Companies Act and not overruling.

 

Best Regards 

 
Reply   
 
Company Secretary & Compliance Officer


Dear All,

As per section 285 the 1 Board meeting should be held in every 3 month. And in the explanatino it is clear that the 1 BM can be held in january and second in June. And it will be in accordance of section 285.

Futher in terms of listing agreement please refer to clause 41 where if the company opt for Audited Financial Results has the time of 3 months form the end of quarter for the board meeting so the Board meeting can be held upto 30th of June.

Further, under clause 49 the board meeing the BM must be held within 4 month.

 

Thus, the Board meeting must be held Upto 3rd May, 2009.

 
Reply   
 
Company Secretary & Compliance Officer


Dear All,

As per section 285 the 1 Board meeting should be held in every 3 month. And in the explanatino it is clear that the 1 BM can be held in january and second in June. And it will be in accordance of section 285. Thus as per companies Act there will be no problem.

Futher in terms of listing agreement please refer to clause 41 where if the company opt for Audited Financial Results has the time of 3 months form the end of quarter for the board meeting so the Board meeting can be held upto 30th of June.

Further, under clause 49 the board meeing the BM must be held within 4 month.

 

Thus, the Board meeting must be held Upto 3rd May, 2009.


Total likes : 1 times

 
Reply   
 

LEAVE A REPLY

Your are not logged in . Please login to post replies

Click here to Login / Register  



 


Search Forum:





close x