TMI Blog2015 (3) TMI 686X X X X Extracts X X X X X X X X Extracts X X X X ..... s’ and ‘record dates’, it cannot be inferred that the time gap should be between a book closure and a record date. If the intention was to keep the time gap of 30 days between a book closure and a record date, then the word “two” would not have been used prior to the words “book closures”. In other words, the very fact that the word “two” is used prior to the words “book closures” is suggestive of the fact that the time gap is intended between two book closures and two record dates and not between a book closure and a record date. Since SEBI is permitted to pass order on merits on the interpretation of clause 16 of Listing Agreement, we see no reason to keep the appeal pending. SEBI is directed to pass order on merits after hearing the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... its 25th Annual General Meeting (AGM) on 12th September, 2014 and for that purpose appellant had declared book closure during the period from 8th September, 2014 till 12th September, 2014. 5. On 8th September, 2014 appellant intimated to both the stock exchanges i.e. Bombay Stock Exchange (BSE) and National Stock Exchange (NSE), that in the meeting to be held on 12th September, 2014, Board of Directors of appellant would consider declaration of interim dividend. Thereafter, on 12th September, 2014, AGM was held and on the same day board of directors in their meeting declared interim dividend @ ₹ 485 per share and for that purpose fixed the record date as 24th September, 2014 and payment date as 29th September, 2014 and intimated t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iled. 7. Since the controversy in the appeal relates to interpretation of clause 16 of the listing agreement, we quote clause 16 of the Model Equity Listing Agreement of respondent No.2, which reads thus: The issuer agrees to close its transfer books for purposes of declaration of dividend or the issue of right or bonus shares or issue of shares for conversion of debentures or of shares arising out of right attached to debentures or for such other purposes as the NSE may agree to or require and further agree to close its transfer books at least once a year at the time of the Annual General Meeting if they have not been otherwise closed at any time during the year and to give to NSE the notice in advance of at least seven working days ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the record date. 9. Prima facie we see no merit in the contentions raised on behalf of the respondents. 10. On perusal of clause 16 of the listing agreement, it is seen that in a year there could be more than one book closure for the purpose of declaration of dividend or the rights issue or bonus shares, etc. If more than one book closure is postulated under clause 16, then obviously time gap of 30 days under clause 16 would be referrable to the time gap between two book closures. Fact that the word and is used between the words two book closures and record dates , it cannot be inferred that the time gap should be between a book closure and a record date. If the intention was to keep the time gap of 30 days between a book clos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e as to how the investor interest would be jeopardized if record date is fixed as 24/9/2014 and payments are made on 29/9/2014. 13. In view of our prima facie opinion, we direct both the stock exchanges i.e. BSE NSE to announce the record date for interim dividend declared by appellant forthwith to be 24th September, 2014 so as to enable the appellant to make payment to the investors by 29th September, 2014. We make it clear that passing of our order will not come in the way of SEBI initiating any proceedings against the appellant relating to interpretation of clause 16 of the Listing Agreement and pass appropriate orders in accordance with law. 14. At this stage, counsel for BSE requests that the record date be changed from 24/9/20 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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