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.
-
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
Notice of the meeting shall be given to: (4)
Notice of meeting along with statement of business to be transacted shall be given to:
1. every member/class of members
2. every director
3. any person entitled to share in consequence of death/bankruptcy of a member (if company is notified of his entitlement)
4. auditors of company
Validity of proceeding of meeting due to accidental omission of giving notice
Accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings at any meeting.
In what circumstance is the facility of video link allowed (5)
- listed company
- mentioned in notice
- members with 10%+ paid up capital
- reside in a city
- that they can demand facility of video link
Ways participation of members in a meeting (3)
- personally
- proxy
- video-link
Ordinary business at AGM (4)
- consideration of financial statements and the reports of the board and auditors;
- the declaration of any dividend;
- election and appointment of directors in place of those retiring;
- appointment of the auditors + fixation of their remuneration.
Special business would be all businesses other than ordinary
Special business at a meeting (3)
- Special business would be all businesses other than ordinary
- Notice for special business shall include “Statement of material facts” about that business
- If any item of business requires an approval to any document by meeting, the time and the place where the document may be inspected, shall be specified in the statement
Presiding the meeting (Chairman of Meeting) (3)
- Chairman of BOD shall preside as chairman at every general meeting
- If he is not available/present W15minutes of starting time or unwilling to preside the meeting, any one of the directors present may be elected as chairman
- If none of the directors is present or is unwilling to act, members present shall choose one of their member as chairman
Voting: share capital vs no share capital
- NO SC: 1 MEMBER = 1 VOTE
- SC: VOTES proportionate to paid up value held
Show of Hands (5)
- It is normally done > unless poll is demanded
- 1 Member = 1 vote
- Chairment shall declare result of Show of Hands
- Declaration = valid
- Decision shall be entered in the minutes
Poll (5)
1 Before or on declaring result of voting by show of hands
2 a poll may be taken by chairman:
- on his own; OR
- demanded by persons having at-least 10% voting power
3 Demand of poll may be withdrawn anytime by demanders
4 VOTING POWER of shareholders is counted in poll
5 Vote casted personally or via proxy
Time of talking Poll
- For election of chairman/adjournment: Immediately
- Any other case: Such time as chairman may direct (not more than 14 days from demand of poll)
After polling (4)
- Chairman/his nominee and a representative of member(s) demanding poll > scruitinize results
- Chairman shall declare result
- Chairman has power to regulate manner in which polls may be conducted
- Result of poll = final
Proxies (6)
- A person appointed to vote and speak on behalf of a member
- must be a member unless AOA permits.
- entitled to all the acts which the original shareholder is entitled to do himself in meeting (speak,demand poll,abstain from voting)
- Notice must specifically mention the right to appoint proxy(blank proxy form attached with the notice)
- A member cannot appoint more than 1 proxy(if so appointed all the proxies shall be invalid)
- Every member entitled to vote at a meeting shall be entitled to inspect during the business hours of the company all proxies lodged with the company
In case of companies not having share capital, members are not entitled
Proxy form (4)
- A blank proxy form should also be attached with the notice
- Proxy form shall be signed by appointer/his authorized agent
- Proxy form shall be filed at least 48 working day hours before meeting time
- If proxy instrument = valid, company cannot reject/question its validity (as per table A of AOA)
Representative of corporations at meetings of companies (3)
- If company is a member of another company
- It may authorise any of its officials/any other person to act as its representative
- Such representative shall have same powers which an individual shareholder has
Representative of creditors of a company
A creditor may authorize any of its officials to represent it at the creditor’s meeting (possessing all powers of creditors)
Representative of Federal or Provinical Govt. as a member of any company (2)
- Fed/Prov govt may appoint any person to act as its representative at any General or class meeting
- Such person = member = exercise all powers and rights of any member (including right to appoint proxy)
Quorum for listed
10 members present personally or through video link having at least 25% voting powers present in person/proxy
Quorum for other companies having share capital
2 members present personally or through** video link** having at least 25% voting powers present in person/proxy
Quorum for other companies not having share capital
As provided in the AOA
If Quorum not complete within half hour of meeting (2)
- called by requisitionists = meeting will be dissolved
- called by directors = adjourned to the same time, day, place next week
If quorum not present within half hour at adjourned meeting, quorum shal
Notice of resolution (2)
- accompanied by the draft resolution
- Members having at least 5% voting power may give notice to company:
- with requisition for the meeting (if eogm)
- at least 10 days before (in other cases)
- company shall circulate such notice as well to all members
Resolution passed at adjourned meeting
shall be treated as having been passed on the date on which it was in fact passed
NOT ON EARLIER DATE
Resolution through circulation (6)
- Except for ordinary businesses
- Applicable for privatecompany or a public unlisted company (having not more than 50 members)
- signed by all members entitled to receive notice of meeting
- shall be as valid and effectual as it is passed in general meeting
- Members’ agreement, once signified, may not be revoked.
- Such resolution shall be noted at subsequent meeting and made part of the minutes
Filing of resolutions (4)
- A **copy of all special resolutions **shall be filed with registrar within 15 days
- Such copy shall be authenticated by a director or secretary
- Copy of every Special Resolution to be annexed to every copy of (registered) AOA issued after date of resolution.
- A copy of every special resolution shall be forwarded to any member at his request on payment of such fee determined by the company
Maintaining Minutes (7)
Every company is required to maintain
1. Records of copies of all resolutions of members passed otherwise than at general
meetings; and
2. A fair and accurate summary of all proceedings of meetings of directors, member or committees of directors
3. Shall include names of attendees
4. Books of minutes shall be kept at registered office from date of resolution/meeting/decision
5. Records shall be preserved for at least 20Y in physical, and permanently in digital form
6. Signature of the chairman = evidence of proceedings
7. Open to inspection by members for at least 2 hours each day during BS hours
Minutes demanded by Members (3)
Members can demand certified copy of minutes of general meeting:
1. demand any time after 7 days of meeting
2. charging prescribed fee
3. company shall provide him within 7 working days of request
