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
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.
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
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
good answer Mr. ankur
Thanks Sumit for appreciation.
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
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
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.
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.
Thanks for substantiating my answer.
Thank you very much all of you.
But if any company not holding the Board Meeting as per Clause 49 then what will be the consequences, what are the panelty even though the Company has not violated the provisions of Companies Act, 1956 or Clause 41 just it is behind to comply with Cl. 49.
Dear All,
Thank you very much for your replies. However, what are the consequances for not complying with Cl 49.
| Originally posted by :vinay garg | ||
| " |
Dear ,
|
" |
| Originally posted by :vinay garg | ||
| " | Friends I only want to say that please consider the listing agreement compliances while planning for board meeting , as u all know , the publication of board meeting ,quaterly report, shareholding pattern, limited review report and half yearly one , all u people have to cnsidered in board meeting and if the co. is unlisted co. then there is no problem ,just u will have to take care of three mths diff. clause between two bard meeting Originally posted by :vinay garg " Dear , yes dear company can do this .company can hold such board meeting as on 31/05/2009.as per section 285 one board meeting must be held in each quater and such board meeting had held on 4/01/09. Regards, vinay garg " |
" |
CAclubindia
