board meeting discussion

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aditi daga (Querist)

16 February 2010 Q1) can a shareholder call for information for the matters discussed in a board meeting‏? (Quote Section number or relevant case law)

Q2)I am the shareholder os a listed company ABC ltd. which has in its board meeting approved a scheme of restructuring and also formed a Committee comprising of four Directors for consideration, approval of the modalities and implementation of the Restructuring Scheme.

Now this being a sensitive issue can I as a shareholder raise any issue over all this being done without shareholders approval?

Does any clause of listing agreement provide that such issues which are of such high importance be disclosed to the shareholders?

Rasesh

Rasesh (Expert)

17 February 2010 1) Minutes of the meeting of the Board of Directors cannot be shares with any shareholder. In other words, shareholders do not have the right to even view the minutes.

2) Any scheme of restructuring requires approval of the members and approval of the Hon'ble High court. You can vote against the resolution which will be passed at the meeting convened on the order of the High Court and can even file your complaint in the high court when the matter comes up for hearing.

You can also demand clarifications from the Board on the scheme.

aditi daga

aditi daga (Querist)

18 February 2010 Thanks

In respect of answer 2, can you please quote the section no. or relevant clause referring to which I can make a complaint?

Rasesh

Rasesh (Expert)

18 February 2010 As a shareholder you have every right to make a complaint. There is no section in the Act conferring any specific power to the shareholder.

A Scheme of restructuring can be a scheme under Section 393-394 or Section 100. Both these processes have to comply with the Company Court Rules under which the Court would require the company to request the public to cite their complaints or observations in the court. You can file your observations at this stage before the court itself.

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