Chapter 8: Meetings Flashcards
1
Q
Statutory Meeting: Requirement for whom (2)
A
- Every public company having share capital
- A private company that converts itself into a public company W1Y of its incorporation
2
Q
Statutory Meeting: timing (2)
A
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
3
Q
Statutory Meeting: Purpose (4)
A
- 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.
4
Q
Statutory Meeting: Notice (2)
A
Sent to members:
- at-least 21 days before the statutory meeting
- along with a copy of statutory report
5
Q
Contents of Statutory Report (8)
A
- 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.
6
Q
Authentication and filing of Statutory Report (3)
A
- 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.
7
Q
Annual General Meeting (AGM): Deadlines (4)
A
- 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
8
Q
Annual General Meeting (AGM): Notice (3)
A
- 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
9
Q
Annual General Meeting (AGM): Place of meeting (2)
A
- 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
10
Q
Extraordinary General Meeting (EGM): General details and when is it called? (4)
A
- 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.
11
Q
Process of EOG.Meeting on requisition of members (6)
A
- 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.
12
Q
Calling of meetings by SECP (5)
A
- 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
13
Q
Declaring meeting as invalid (3+2)
A
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
14
Q
Manner of serving a document/notice (4)
A
- 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.
15
Q
Service of notice on a member: Address (2)
A
- 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
16
Q
When notice by post to be deemed effective (2)
A
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**.
17
Q
Notice in case of joint-holders
A
giving the notice to the joint-holder named first in the register of members in respect of the share.
18
Q
Notice to legal representative (3)
A
- 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
19
Q
Notice of the meeting shall be given to: (4)
A
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
20
Q
Validity of proceeding of meeting due to accidental omission of giving notice
A
Accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings at any meeting.
21
Q
In what circumstance is the facility of video link allowed (5)
A
- listed company
- mentioned in notice
- members with 10%+ paid up capital
- reside in a city
- that they can demand facility of video link
22
Q
Ways participation of members in a meeting (3)
A
- personally
- proxy
- video-link
23
Q
Ordinary business at AGM (4)
A
- 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
24
Q
Special business at a meeting (3)
A
- 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
25
Presiding the meeting (Chairman of Meeting) (3)
1. **Chairman of BOD** shall preside as chairman at **every** general meeting
2. 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
3. If **none of the directors** is **present** or is **unwilling** to act, **members** present shall **choose** one of their member as chairman
26
Voting: share capital vs no share capital
1. NO SC: 1 MEMBER = 1 VOTE
2. SC: **VOTES** proportionate to **paid up value held**
27
Show of Hands (5)
1. It is **normally** done > **unless poll** is demanded
2. 1 Member = 1 vote
3. **Chairment** shall **declare** **result** of Show of Hands
4. **Declaration = valid**
5. **Decision** shall be entered in the **minutes**
28
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**
29
Time of talking Poll
1. For **election** of **chairman/adjournment**: **Immediately**
2. Any other case: Such time as **chairman may direct** (**not more than 14 days** from demand of poll)
30
After polling (4)
1. **Chairman**/his **nominee** and a **representative** of member(s) demanding poll > **scruitinize** results
2. **Chairman** shall **declare** **result**
3. Chairman has **power** to regulate **manner** in which polls may be **conducted**
4. **Result** of poll = **final**
31
Proxies (6)
1. A person **appointed** to **vote** and **speak** on **behalf** of a member
2. must be a **member** unless AOA permits.
3. **entitled** to all the **acts** which the original shareholder is entitled to do himself in meeting (speak,demand poll,abstain from voting)
4. **Notice** must specifically mention the **right to appoint proxy**(**blank proxy form** attached with the notice)
8. A member **cannot appoint more than 1 proxy**(if so appointed all the proxies shall be invalid)
9. 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
32
Proxy form (4)
4. A **blank proxy form** should also be attached with the notice
5. Proxy form shall be **signed** by **appointer**/his authorized **agent**
6. Proxy form shall be **filed** at least **48 working day hours** before meeting time
7. If proxy instrument = **valid**, company **cannot reject/question** its validity (**as per table A of AOA**)
33
**Representative of corporations** at meetings of companies (3)
1. If **company** is a **member of another company**
2. It may **authorise** any of its **officials/any other** person to act as its **representative**
3. Such **representative** shall have **same powers** which an **individual shareholder** has
34
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)
35
**Representative of Federal or Provinical Govt.** as a member of any company (2)
1. Fed/Prov govt may **appoint** any person to act as its **representative** at any **General or class meeting**
2. Such person = member = exercise **all powers and rights** of any member (including right to appoint proxy)
36
Quorum for listed
**10** members present **personally** or through **video link** having **at least 25% voting powers present in person/proxy**
37
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**
38
Quorum for other companies **not having** share capital
As provided in the AOA
39
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
40
Notice of resolution (2)
1. accompanied by the **draft resolution**
2. 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
41
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
42
Resolution through circulation (6)
1. Except for ordinary businesses
2. Applicable for **private**company or a **public unlisted** company (having not more than **50** members)
3. **signed** by all **members entitled** to receive **notice** of meeting
4. shall be as **valid** and **effectual** as it is passed in general meeting
5. Members’ agreement, once signified, may **not be revoked**.
6. Such resolution shall be **noted at subsequent meeting** and made part of the **minutes**
43
Filing of resolutions (4)
1. A **copy of all special resolutions **shall be filed with registrar **within 15 days**
2. Such copy shall be **authenticated** by a **director or secretary**
3. Copy of every Special Resolution to be **annexed to every copy of (registered) AOA** issued after date of resolution.
4. A **copy** of every special resolution shall be **forwarded to any member** at his request on payment of such **fee** determined by the company
44
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
45
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
