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TMI Blog2015 (8) TMI 622X X X X Extracts X X X X X X X X Extracts X X X X ..... of respondents, we directed the Registry to place the matter on board today and directed the appellant to give fresh notice to the respondents. 2. Today, counsel for respondents have appeared and sought adjournment to take instructions and to file affidavit in reply. Since counsel for appellant has insisted on considering the issue relating to grant of interim relief in view of urgency in the matter, we have heard counsel on both sides for the limited purpose of granting interim relief. 3. Short question that falls for consideration in this appeal is, whether by impugned communications all dated 19th September, 2014, the respondents are justified in holding that the appellant has violated clause 16 of the listing agreement, on ground that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ach of the company. 6. As per clause 16 of the listing agreement, appellant gave 7 days notice to the stock exchanges regarding the record date fixed as 24/9/2014 and sought their approval in that respect. Since both the stock exchanges were of the opinion that under clause 16 of the listing agreement, time gap between a book closure and a record date should be 30 days and in the present case the time gap being less than 30 days, the issue was referred to Securities and Exchange Board of India (SEBI). By impugned communication dated 19th September, 2014, SEBI informed both the stock exchanges and both the stock exchanges, in turn, by their respective communications, both dated 19th September, 2014 informed appellant that the record date fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... res and record dates would be at least 30 days. The Company on whose stocks, derivates are available or whose stocks form part of an index on which derivatives are available, shall give a notice period of at least 7 working days to stock exchanges for corporate actions like mergers, de-mergers, splits and bonus shares. (Emphasis supplied)" 8. According to the appellant, in view of specific provision contained in clause 16, 30 days time gap applies between two book closures and two record dates and not between a book closure and a record date. Counsel for SEBI strenuously urged before us that plain reading of clause 16 of lsiting agreement makes it ex facie clear that the time gap between a book closure and a record date should be 30 day ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the contention of respondent-SEBI is accepted, it would mean where a company keeps the transfer book closed at the time of its AGM as per clause 16 of the listing agreement and also seeks to declare dividend, then according to respondents the record date for such dividend should be after 30 days of book closure and payment of dividend should be made thereafter. In such a case, paying dividend beyond 30 days would be violating Section 205A of Companies Act, 1956 and, therefore, we are prima facie of the opinion that the interpretation put forth by the respondents cannot be accepted. 12. Apart from above, in the present case, both the stock exchanges have placed on their respective websites that the appellant had declared interim dividend ..... X X X X Extracts X X X X X X X X Extracts X X X X
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