Please Wait ..

Sign-in to your account


Username:
Password:

Remember Me

Forgot your password?

Sign-up now



Join CAclubindia.com and Share your Knowledge. Registered members get a chance to interact at Forum, Ask Query, Comment etc.


Discussion > Corporate Law > Meetings >

Board Meeting time gap

    Post New Topic
Pages : 1 2 3





Service

[ Scorecard : 166]
Posted On 11 May 2009 at 15:40 Report Abuse

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


Online classes for CA CS CMA



Milan Somani
CA

[ Scorecard : 1456]
Posted On 11 May 2009 at 16:19

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.





Ankur Garg
Company Secretary and Compliance Officer

[ Scorecard : 87518]
Posted On 11 May 2009 at 16:48

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




Ankur Garg
Company Secretary and Compliance Officer

[ Scorecard : 87518]
Posted On 11 May 2009 at 16:54

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 thanks : 1 times



Sumit Jain
CA

[ Scorecard : 4755]
Posted On 11 May 2009 at 17:07

good answer Mr. ankur




Ankur Garg
Company Secretary and Compliance Officer

[ Scorecard : 87518]
Posted On 12 May 2009 at 17:40

Thanks Sumit for appreciation.




CS. Ashish Shah
Service

[ Scorecard : 166]
Posted On 13 May 2009 at 19:26

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




Ankur Garg
Company Secretary and Compliance Officer

[ Scorecard : 87518]
Posted On 14 May 2009 at 09:03

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 




CS Ankur Srivastava
Company Secretary & Compliance Officer

[ Scorecard : 14891]
Posted On 15 May 2009 at 17:36

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.




CS Ankur Srivastava
Company Secretary & Compliance Officer

[ Scorecard : 14891]
Posted On 15 May 2009 at 17:45

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 thanks : 1 times


There are 22 Replies to this message








Related Files








Related Threads


Post your reply for Board Meeting time gap



Your are not logged in . Please login to post replies

Click here to login


Not a member yet ?? Click here to signup

Message







    

  • Use thank button to convey your appreciation.
  • Maintain professionalism while posting and replying to topics.
  • Try to add value with your each post.



Forum Home | Forum Portal | Member Control Center | Who is Where | Popular Threads | Today's Topic | Recent Posts | Today's Posts | Post New Topic | Thread With Files | Top Threads This Month | Forum Stats | Unreplied Threads

back to the top