Chap 8 General meeting

Question 1

General Meetings

Answer 1

Agenda item is called Business (to be mentioned in notice)
Director can attend but cannot vote
Chairman shall preside

Question 2

Statutory meeting

Answer 2

First general meeting

Question 3

Annual general meeting

Answer 3

Once year

Question 4

Extra ordinary general meeting

Answer 4

Approval of shareholders required urgently so anytime.

Question 5

Statutory meeting - which companies are required to conduct?

Answer 5

Every public company (having share capital)
Private company which converts into public company within 1 year of incorporation

Question 6

Statutory meeting is conducted when?

Answer 6

Within 9 months from incorporation or
Within 180 days of commencement of business
Whichever is earlier

Not required if agm is conducted before statutory meeting

Question 7

Statutory meeting- what is discussed

Answer 7

Statutory report
Contents:
1. Total no of shares alloted
2. Cash received against share allotted
3. Summary of receipt and payment (not earlier by 15 days)
4. Particulars of directors, CEO, secretary, auditor
5. Brief overview of company affairs
6. Particulars of contract which are to be modified
7. Extent of carrying out or not of underwriting contract
8. Particulars of commission/brokerage paid against shares issued to directors, CEO, secretary, officers

Question 8

Auditor report is given on

Answer 8

On shares alloted
On cash received against shares alloted
On receipt and payment

Question 9

Certification of statutory report

Answer 9

By all of them:
By ceo
By 1 director
By cfo (if listed)

Question 10

Annual General Meeting -conducted

Answer 10

First agm conducted within 16 months from the date of incorporation

Subsequent Agm is conducted once in each calender year and within 120 days from close of financial year.

Question 11

Annual general meeting is necessary

Answer 11

For every company (except single member)

Question 12

Who can propose resolution (AGM)

Answer 12

Directors
Members with 5% voting power atleast 10 days before general meeting

Question 13

Extraordinary General Meeting?

Answer 13

Special business is discussed

Any General meeting other than statutory meeting and AGM

Question 14

Who can call general meeting?

Answer 14

Board of director

Question 15

If members want to conduct EGM

Answer 15

10% voting rights or members having 10% voting power
File written requisition, signed, stating objects

Question 16

If directors do not proceed within 21 days

Answer 16

Members may themselves call meeting
Meeting to be conducted within 9o days of requisition (otherwise void)
Expenses to be repaid by company and to be deducted from director’s remuneration

Question 17

Commission can call general meeeting

Answer 17

If default is made in conducting statutory meeting, AGM, EGM
Commission may give additional directions
Eg Quorum, expense

If Default - penalty of level 3

Question 18

Notice of general meeting - what to mention

Answer 18

Date, hour and place of meeting
Business (ordinary/special)
If Special business to be transacted;
.Material facts
.Draft resolution
.Interest of directors (if any)
.Documents to be approved (if any)
Option to provide video link facility
Members right of proxy (+proxy form)
In case of AGM:
.F/s, audit report, director’s report
.Name of retiring director and no to be appointed
In case of statutory meeting - statutory report is also sent

Question 19

When to send notice of General meeting

Answer 19

21 days before GM
Unlisted companies can conduct EGM at shorter notice (if all members agree)

Question 20

How to send notice of GM?

Answer 20

-At registered address or communication address in Pakistan
-Personally, by post, or by electronic means or other specified manner
-Additional requirements for listed companies .Publish in newspaper .File with commission

Question 21

Whom to send notice

Answer 21

Every member
Legal representative
Official receiver (liquidator/court of winding up)
Every director
Auditor

Question 22

Accidental omission

Answer 22

Or non receipt of notice does not invalidate meeting

Question 23

Place of annual general meeting (for listed company)

Answer 23

Physical- town where registered office is situated OR
In nearest city

Video link facility - If written requisition submitted 7 days before meeting (10% share capital of member)

Question 24

Rules for chairman of meeting

Answer 24

Chairman (director) of meeting within 15 mins is not present. Then another director is presided. If not then member will be chairman

Question 25

To whom notice can be served

Answer 25

Commission/registrar (on office address)
Company/officers ( at registered office)
Members/other (registered/communication address)

Question 26

Manner of serving notice

Answer 26

Against acknowledgment (personally)
Post/courier
Electronic means
Other means

Question 27

When is notice deemed effective?

Answer 27

-Properly addressed, prepaid posted with letter
-At time when delivered in ordinary course

Question 28

In case of joint shareholder

Answer 28

To one named first in register of members

Question 29

In case of legal representative

Answer 29

At address supplied by legal representative

Question 30

Voting system - show of hands

Answer 30

First instance
Each member one vote
Proxy cannot vote
Declaration of result by chairman is evidence
(Unless contrary proved)

Question 31

Poll (voting system)

Answer 31

1. Opted by chairman or demanded by member (10% voting power)
2. On or before declaration of result of “show of hands”
3. Votes according to power of shares held
4. Proxy can vote
5. Chairman and representative of members scrutinise vote

Question 32

Member at meeting

Answer 32

Natural person
Artificial person (govt, company, bank)

Question 33

Artificial person sends

Answer 33

Representative (power of attorney)

Question 34

Natural person

Answer 34

Proxy (form in notice)

Question 35

Rights of Proxy

Answer 35

1. To attend vote, and speak at general meeting
2. To be counted for quorum
3. To demand poll (articles cannot change rights of proxy)

Question 36

Requirement of proxy

Answer 36

1. A member (unless articles allow non members)
2. 1 member ~ 1 proxy (otherwise all void)
3. Proxy form signed by member to be lodged 48hrs before start of meeting (excluding holidays)
   •every member can inspect proxy form
4. Company shall not reject proxy form on the basis of additional conditions

Question 37

Artificial person representation - company

Answer 37

Any individual
If authorised by board resolution
Same rights or power of company

Question 38

Quorum if general meeting of listed company

Answer 38

10 members (present not proxy )
+ 25% voting power (including proxy)

Articles may fix larger number

Question 39

Unlisted company quorum for general meeting

Answer 39

2 members
+ 25% voting power

Question 40

If quorum is not present within 30 minutes

Answer 40

If requisited by members - dissolved
If called by directors - adjourned (till next week same time same place)
If quorum not present at adjourned - 2 members will be quorum
(Unless articles provide otherwise)

Question 41

General meeting declared invalid

Answer 41

Members with 10% voting power
Apply to court
Within 30 days
It is proved
Material defect/omission in notice/irregularities in meeting
Members prevent from using their rights

Question 42

Ordinary resolution

Answer 42

Resolution passed by majority of members entitled to vote and present

Question 43

Special resolution

Answer 43

Resolution passed by 3/4th majority of members
Entitled to vote and present
21 days notice is given
(Unless shorter notice agreed by all)

Question 44

Filing

Answer 44

Ordinary not require
Special with registrar, within 15 days
Authorised by director or secretary
(Also to be provided with copy of articles)