Board Meeting time gap

Milan Somani (CA) (1456 Points)
Replied 11 May 2009

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) (114773 Points)
Replied 11 May 2009

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) (114773 Points)
Replied 11 May 2009

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

1 Like

Sumit Jain (CA) (4760 Points)
Replied 11 May 2009

good answer Mr. ankur

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 May 2009

Thanks Sumit for appreciation.

CS. Ashish Shah (Service) (175 Points)
Replied 13 May 2009

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) (114773 Points)
Replied 14 May 2009

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) (17848 Points)
Replied 15 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.

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) (17848 Points)
Replied 15 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.

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 May 2009

Thanks for substantiating my answer.

CS. Ashish Shah (Service) (175 Points)
Replied 18 May 2009

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.

CS. Ashish Shah (Service) (175 Points)
Replied 18 May 2009

Dear All,

Thank you very much for your replies. However, what are the consequances for not complying with Cl 49.

vinay garg ( trainee undercharted accountant cource) (90 Points)
Replied 16 September 2009

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

"

NIDHI DHAWAN (COMPANY SECRETARY) (46 Points)
Replied 16 September 2009

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 "	"