Chap 8 General meeting Flashcards
General Meetings
Agenda item is called Business (to be mentioned in notice)
Director can attend but cannot vote
Chairman shall preside
Statutory meeting
First general meeting
Annual general meeting
Once year
Extra ordinary general meeting
Approval of shareholders required urgently so anytime.
Statutory meeting - which companies are required to conduct?
Every public company (having share capital)
Private company which converts into public company within 1 year of incorporation
Statutory meeting is conducted when?
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
Statutory meeting- what is discussed
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
Auditor report is given on
On shares alloted
On cash received against shares alloted
On receipt and payment
Certification of statutory report
By all of them:
By ceo
By 1 director
By cfo (if listed)
Annual General Meeting -conducted
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.
Annual general meeting is necessary
For every company (except single member)
Who can propose resolution (AGM)
Directors
Members with 5% voting power atleast 10 days before general meeting
Extraordinary General Meeting?
Special business is discussed
Any General meeting other than statutory meeting and AGM
Who can call general meeting?
Board of director
If members want to conduct EGM
10% voting rights or members having 10% voting power
File written requisition, signed, stating objects
If directors do not proceed within 21 days
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
Commission can call general meeeting
If default is made in conducting statutory meeting, AGM, EGM
Commission may give additional directions
Eg Quorum, expense
If Default - penalty of level 3
Notice of general meeting - what to mention
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
When to send notice of General meeting
21 days before GM
Unlisted companies can conduct EGM at shorter notice (if all members agree)
How to send notice of GM?
-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
Whom to send notice
Every member
Legal representative
Official receiver (liquidator/court of winding up)
Every director
Auditor
Accidental omission
Or non receipt of notice does not invalidate meeting
Place of annual general meeting (for listed company)
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)
Rules for chairman of meeting
Chairman (director) of meeting within 15 mins is not present. Then another director is presided. If not then member will be chairman
To whom notice can be served
Commission/registrar (on office address)
Company/officers ( at registered office)
Members/other (registered/communication address)
Manner of serving notice
Against acknowledgment (personally)
Post/courier
Electronic means
Other means
When is notice deemed effective?
-Properly addressed, prepaid posted with letter
-At time when delivered in ordinary course
In case of joint shareholder
To one named first in register of members
In case of legal representative
At address supplied by legal representative
Voting system - show of hands
First instance
Each member one vote
Proxy cannot vote
Declaration of result by chairman is evidence
(Unless contrary proved)
Poll (voting system)
- Opted by chairman or demanded by member (10% voting power)
- On or before declaration of result of “show of hands”
- Votes according to power of shares held
- Proxy can vote
- Chairman and representative of members scrutinise vote
Member at meeting
Natural person
Artificial person (govt, company, bank)
Artificial person sends
Representative (power of attorney)
Natural person
Proxy (form in notice)
Rights of Proxy
- To attend vote, and speak at general meeting
- To be counted for quorum
- To demand poll (articles cannot change rights of proxy)
Requirement of proxy
- A member (unless articles allow non members)
- 1 member ~ 1 proxy (otherwise all void)
- Proxy form signed by member to be lodged 48hrs before start of meeting (excluding holidays)
•every member can inspect proxy form - Company shall not reject proxy form on the basis of additional conditions
Artificial person representation - company
Any individual
If authorised by board resolution
Same rights or power of company
Quorum if general meeting of listed company
10 members (present not proxy )
+ 25% voting power (including proxy)
Articles may fix larger number
Unlisted company quorum for general meeting
2 members
+ 25% voting power
If quorum is not present within 30 minutes
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)
General meeting declared invalid
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
Ordinary resolution
Resolution passed by majority of members entitled to vote and present
Special resolution
Resolution passed by 3/4th majority of members
Entitled to vote and present
21 days notice is given
(Unless shorter notice agreed by all)
Filing
Ordinary not require
Special with registrar, within 15 days
Authorised by director or secretary
(Also to be provided with copy of articles)
