Board meeting as per listing agreement


28 January 2011

Listing agreement says " the board shall meet atleast four times a year with a maximum time gap of four months between any two meetings"

now can we take the interpretation as there may be a time gap of more than 4 months between 2 board meetings taking place in different years...e.g.
we have conducted a board meeting on 17th of January 2010 then the next board meeting can be held on 30th May 2010 for placing audited financial time gap exceeds 4 months but its a new financial year.....

further, the word "year" is used herein above means a calender year or a financial year...reply soon...with documentary reference...

udit sharma (Expert)
28 January 2011

The word "Year" means Financial Year of the Company. Hence, in a Financial Year, at least 4 Board Meetings must be held with a maximum time gap of four months between any two Board Meetings. This is what has been specified in Listing Agreement. Moreover, this is in addition to what has been specified under section 285 of the Companies Act, 1956. As per the said section, the Board must meet at least once in every 3 months and at least four BM must be held every year(Financial yearin my opinion).

Hence in case of a Listed Company, it has to comply with section 285 as well as the provisions contained in Clause 49(I)(C) of the Listing Agreement.

In the above case, since the Board meeting are held in two different financial years, there should not be any problem as per my knowledge.

God Bless

CS Udit Sharma

Gaurav (Querist)
28 January 2011

To Udit

that means provisions of the listing agreement are for the particular year only ....ryt...

if we look to the best corporate practises I have not found any good company practising this....they would prefer to have a board meeting till 16th may..

and the word "year" is not defined under the listing agreement but in company law section 285 says thatas the word calender month is used in section 285, it may be presumed to be a calender year....

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