Chapter 8 Flashcards
what are the Director’s Meetings:
1.Board Meeting(all directors)
2.Committee Meeting(selected directors)
Member’s Meetings
- GeneralMeetings (all the members)
- Statutory Meeting
- Annual General Meeting
- Extraordinary General
Meeting - Class Meetings (any class of members)
Content of Statutory Report:(statutory meeting)
Total number of shares allotted, distinguishing between cash and non-cash allotments.
Total cash received against shares allotted.
Details of consideration for non-cash shares.
Summary of receipts and payments, including estimates of preliminary expenses.
Particulars of directors, chief executive, secretary, auditor, and legal adviser.
Details of any commission paid on share issuance.
Details of any contract to be modified with member’s approval.
Extent of carrying out or not carrying out any underwriting contract.
A brief review of the company’s affairs since incorporation and business plan.
Statutory Meeting:
Statutory Meeting:
Applicability: Required for every public company having share capital and for private companies that convert to public companies within one year of incorporation.
Timing: Must be held within the earlier of 180 days from the date of commencement of business or 9 months from the date of incorporation.
Purpose: To discuss and approve the Statutory Report.
Authentication and Filing:(statutory meeting)
Certified by chief executive and at least one director; for listed companies, also by CFO.
Report must be accompanied by an auditor’s report on allotment of shares, cash received, and receipts and payments.
Filed with the registrar immediately after sending it to members.
Annual General Meeting (AGM):
1st AGM:
Timing: Within 16 months of incorporation.
Subsequent AGMs:
Frequency: Once every calendar year.
Timing: Within 120 days of the close of the financial year.
Extension: Up to 30 days can be granted by SECP for listed companies and by the Registrar for other cases.
Notice:
Timing: 21 days before the meeting.
Listed Companies:
Notice must also be published in Urdu and English daily newspapers with nationwide circulation.
Sent to SECP.
AGM to be held in the town of the registered office or a nearby city.
Members holding at least 10% of shares and residing in another city may request video-link facilities for attending the meeting.
SMCs: Not required to hold AGMs
Extraordinary General Meeting (EGM):
Definition: Any meeting other than an AGM or Statutory Meeting.
Notice:
Timing: 21 days before the meeting.
Listed Companies: Notice also to be published in Urdu and English newspapers with provincial circulation.
Unlisted Companies: Can be held on shorter notice if all members agree.
Directors’ Role: Can call an EGM at any time for members’ approval on specific matters.
Quorum
Definition: Minimum number of members required for a valid meeting.
Requirements:
Listed Companies: 10 members present personally or via video-link with at least 25% voting power.
Other Companies with Share Capital: 2 members present personally or via video-link with at least 25% voting power.
Companies without Share Capital: As provided in the AOA.
Class Meetings:
Definition: Meetings for a specific class of members (e.g., preference shareholders).
Meeting on Requisition of Members
Requisition:
Eligibility: Members holding at least 10% of voting power (or 10% of quantity in non-share capital companies).
Procedure:
Written requisition stating the objects of the meeting.
Signed by requisitionists.
Director’s Responsibility: Must call the EGM within 21 days of the requisition.
Failure to Act: If directors fail to call the meeting, requisitionists may call the meeting themselves.
Meeting Format: Held in the same manner as would have been if called by directors.
Expenses: Reasonable expenses incurred for the meeting to be repaid by the company, with deductions from defaulting directors’ remuneration.
Timing: Meeting must be held within 90 days of requisition.
Voting:
Show of Hands:
Voting typically done by a show of hands unless a poll is demanded.
Chairman declares results, and decision is entered into the minutes.
Poll:
Can be demanded by those holding at least 10% voting power.
Voting power counted; votes may be cast personally or through proxy.
Chairman regulates polling manner, and results are final.
Timing: For elections or adjournments, immediate; for other cases, as directed by the chairman but not more than 14 days from demand.
Declaring Meeting as Invalid
Grounds for Invalidity:
Material defects or omissions in the notice.
Irregularities in proceedings.
Action:
Members with 10% or more voting rights can file a petition to the court within 30 days of the meeting.
The court may declare the proceedings or parts of the meeting invalid and direct the holding of a fresh general meeting.
Calling of Meetings by SECP
SECP’s Authority:
Can call a general meeting if the company defaults in holding a Statutory Meeting, AGM, or EGM on requisition.
Can give incidental directions, including treating one member as a quorum.
Costs: Typically borne by the company, but SECP may direct costs to be recovered from defaulting officials.
Penalties: Defaulting officials liable to penalties of level 3.
Presiding the Meeting:
Chairman: Chairman of the BOD presides.
Absence: If unavailable or unwilling, a director may be elected as chairman, or members may choose one.
Service of Documents and Notices
Methods: (same for registrar/Secp and Company/Officer)
Registered office with acknowledgment.
Post or courier.
Electronic means.
Any other specified manner.
