Chapter 8: Meetings Flashcards
Statutory Meeting: Requirement for whom (2)
- Every public company having share capital
- A private company that converts itself into a public company W1Y of its incorporation
Statutory Meeting: timing (2)
Earlier of:
- 180 days from commencement of business
- 9 months from the date of incorporation
Statutory meeting is not required if AGM is held before its due date
Statutory Meeting: Purpose (4)
- To discuss and approve “Statutory Report”
- Members may discuss any matter relating to company, but resolution shall be passed for matters mentioned in the prior notice for this meeting
- Directors shall make available a list of members, along with their particulars, at start of meeting and it shall be open for inspection by any member during meeting
- Meeting may be adjourned from time to time and any resolution passed in adjourned meeting will be as effective as original one.
Statutory Meeting: Notice (2)
Sent to members:
- at-least 21 days before the statutory meeting
- along with a copy of statutory report
Contents of Statutory Report (8)
- Total number of shares allotted by the company
(distinguishing between shares allotted for cash and otherwise) - Total cash received against shares allotted
- For shares allotted otherwise than in cash, details of consideration
- Summary of receipts and payments prepared to date (not earlier than 15 days before report) Contents: -Receipts from equity/deb -Payments made -Balance in hand -Estimate of preliminary expenses
- Particulars of directors, CEO, auditor, legal advisor
- Particulars of any commission paid on issue of shares (issued to directors/ceo)
- Extent of carrying out or not carrying out any underwriting contract (with reasons for not carrying out)
- A brief review of affairs of the company since its incorporation and the business plan.
Authentication and filing of Statutory Report (3)
- Shall be certified by chief executive and at least 1 director. (+CFO for listed)
- Report should be accompanied by an auditor’s report on: - alottment of shares - receipts and payments of the company
- A copy of report, along with auditor’s report, shall be filed with the registrar forthwith after sending report to the members.
Annual General Meeting (AGM): Deadlines (4)
- 1st = W16Mos of incorporation
- Subsequent = Once every calendar year, W120D of close of financial year.
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Extension of 30 days:
- Listed = SECP
- Others = registrar - Called on the order of directors
Annual General Meeting (AGM): Notice (3)
- At least 21 days before meeting
- Listed => Notice is published in URDU and ENGLISH newspaper with nationwide circulaion
- Listed => notice is sent to SECP as well
Annual General Meeting (AGM): Place of meeting (2)
- AGM of listed company shall be held in town of registered office or in a nearest city
- Members of listed company holding at least 10% shares, residing in another city, on written request at least 7 days before AGM, may require Co to provide facility of video-link to attend AGM
Note: SMC is not required to hold AGM
Extraordinary General Meeting (EGM): General details and when is it called? (4)
- All meetings other than AGM and Statutory shall be called EGM
- Notice of EGM shall be given to members 21 days before meeting. (For listed Co notice also be published in 1 Urdu & 1 English newspaper having circulation in province of stock exchange)
- For unlisted companies, if all members entitled to attend and vote at any EGM so agree, a meeting may be held at a shorter notice.
- Directors may call an EGM at any time for taking approval of members on any matter.
Process of EOG.Meeting on requisition of members (6)
- EGM can also be called on request of members (requisitionists) holding at least 10% voting power (or 10% in quantity in case of a company not having share capital)
- Requisition shall file a proper written requisition: - objects of meeting - signed by requisitionists
- On such requisition directors shall call the EGM.
- If directors do not proceed to call EGM within 21 days of requisition; the requisitionist themselves should call a meeting
- Meeting shall be called in approximately same manner as would have been called by directors.
- Any reasonable expenses incurred on meeting shall be repaid by company to requisitionist (remuneration of directors)
Meeting should be held within 90 days of filing requisition either by directors or by the requisiteness otherwise requisition shall be expired.
Calling of meetings by SECP (5)
- SECP may call any general meeting if company makes a default in calling Statutory Meeting, AGM or EGM on requisition of members.
- SECP may give such incidental directions as it deems fit. (1 member = quorum)
- All costs borne by company unless SECP directs same to taken from some defaulting official of company
- SECP may also direct that the cost and expenses of such meeting to be borne by any of the officers including directors
- Default of not holding SECP meeting = Penalty Level 3
Declaring meeting as invalid (3+2)
When there are:
- meeting defects
- omissions in the notice
- irregularity in proceedings of meeting
- Members with 10%+ voting rights may file petition > court > W30D
- Court shall declare such meeting/part of it = invalid and direct of holding a fresh meeting
Manner of serving a document/notice (4)
- against an acknowledgement
- by post or courier service
- through electronic means
- any other manner as may be specified
to members, secp, any officer of co.
Service of notice on a member: Address (2)
- registered address (in MOA)
- if no address in Pakistan, then at the address supplied by him to the company for giving of notice to him
When notice by post to be deemed effective (2)
Where a notice is sent by post, service of the notice shall be deemed to be effected:
- by properly addressing, prepaying and posting a letter containing the notice
- to have been effected at the time at which the letter will be delivered in the** ordinary course of post**.
Notice in case of joint-holders
giving the notice to the joint-holder named first in the register of members in respect of the share.
Notice to legal representative (3)
- A notice may be given by the company to the person entitled to a share in consequence of death or insolvency of a member
- addressed to him by name or by the title or representatives of the deceased or assignees of the insolvent or by any like description
- at the address supplied by the person claiming to be entitled