Chapter 8 Meetings & Resolutions

Question 1

How and to whom should the notice of General Meeting be sent?

Answer 1

1. Timing: At least 21 days before the meeting. (Shorter notice allowed for an EGM of an unlisted company if all members agree).
2. Recipients:
   a. Members.
   b. Directors.
   c. Auditor.
   d. Legal representatives.
   e. Official receiver.
3. Additional requirements for listed companies:
   a. Notice must be sent to SECP.
   b. Must be published in one Urdu and one English daily newspaper.

Question 2

What is the notice requirement for resolutions at General Meeting?

Answer 2

Members with at least 5% voting power can give notice of a resolution at least 10 days before the meeting.

Question 3

Where should a listed company conduct a general meeting?

Answer 3

In the town where the registered office is located or in the nearest city.

Question 4

How can members attend a general meeting?

Answer 4

1. Personally.
2. Through a proxy.
3. Through a video link (if members of listed holding at least 10% shares request it 7 days before the meeting).

Question 5

Who shall chair general meetings?

Answer 5

1. Chairman of the board.
2. If the chairman is not present within 15 minutes or is unwilling, any elected director.
3. If no director is present or willing, any elected member.

Question 6

Which companies are required to hold a statutory meeting?

Answer 6

1. Every public company having share capital.
2. A private company that is converted into a public company within one year of incorporation.

Question 7

When must a statutory meeting be conducted?

Answer 7

1. Within 9 months from incorporation or within 180 days from the commencement of business, whichever is earlier.
2. Not required if the first AGM is held earlier.

Question 8

Who can represent an entity at a general meeting?

Answer 8

Company: Any individual authorized via Board Resolution.

Government: Any individual authorized by the government.

Question 9

What are the types of general meetings?

Answer 9

1. Statutory Meeting
2. Annual General Meeting (AGM)
3. Extraordinary General Meeting (EGM)

Question 10

What details must a notice of a general meeting contain?

Answer 10

1. Date, hour, and place of the meeting.
2. Business to be transacted.
3. In case of special business:
   a. Material facts.
   b. Interest of directors.
   c. Availability of documents to be approved.
4. Draft of special resolution (if any).
5. Video-link option.
6. Proxy details (right to appoint proxy, rights of proxy, proxy form).
7. In case of AGM: Financial statements, directors’ report, auditor’s report, and election of directors.
8. In case of Statutory Meeting: Statutory report.

Question 11

Who must the notice of a general meeting be sent to?

Answer 11

Members.
Directors.
Auditor.
Legal representatives.
Official receiver.

Question 12

What are additional requirements for listed companies when sending notices?

Answer 12

Must be sent to SECP.
Must be published in one Urdu and one English daily newspaper.

Question 13

What is a statutory report, and what must it include?

Answer 13

1. Total shares allotted.
2. Total cash received against shares allotted.
3. Summary of receipts and payments.
4. Particulars of management (directors, chief executive, etc.).
5. Overview of the company’s affairs.
6. Contracts to be modified.
7. Underwriting contracts.
8. Commission paid against shares issued to management (directors).

Question 14

Who certifies the statutory report?

Answer 14

1. Chief Executive and at least one director.
2. Also certified by the CFO (if a listed company).

Question 15

Which matters in the statutory report require an auditor’s report?

Answer 15

1. Total shares allotted.
2. Total cash received against shares allotted.
3. Summary of receipts and payments.

Question 16

Where must the statutory report be filed?

Answer 16

With the Registrar at the time of sending it to members.

Question 17

Which companies must hold a statutory meeting?

Answer 17

1. Every public company having share capital.
2. A private company that converts into a public company within one year of incorporation.

Question 18

When must a statutory meeting be conducted?

Answer 18

1. Within 9 months of incorporation OR within 180 days of commencement of business, whichever is earlier.
2. Not required if the first AGM is held earlier.

Question 19

What ordinary business matters are discussed in an AGM?

Answer 19

1. Financial statements.
2. Directors’ report.
3. Auditor’s report.
4. Dividend declaration.
5. Appointment of auditors.
6. Election of directors.

Question 20

What is considered special business in an AGM?

Answer 20

Any business other than ordinary business, such as:
1. Removal of the Chief Executive.
2. Investment in an associated company.
3. Alteration in MOA/AOA.

Question 21

When must an AGM be held?

Answer 21

First AGM: Within 16 months from incorporation.
Subsequent AGMs: Within 120 days after the close of the financial year AND once in each calendar year.

Question 22

Can an AGM deadline be extended?

Answer 22

1. Yes, by:
   a. The Commission (for listed companies).
   b. The Registrar (for unlisted companies).
2. Maximum extension: 30 days.

Question 23

Who can call an EGM?

Answer 23

1. Directors on their own.
2. Members holding at least 10% voting power can requisition the meeting.
3. If directors fail to proceed within 21 days of requisition, members may hold the meeting within 90 days and recover expenses from guilty directors.

Question 24

How does voting by show of hands work?

Answer 24

1. Used at the first instance.
2. Each member has one vote.
3. Proxy cannot vote.

Question 25

What is the time limit for taking a poll?

Answer 25

1. Within 14 days of request. 2. Immediately for the election of a chairman or adjournment of the meeting.

Question 26

Who can demand a poll?

Answer 26

The Chairman. OR Members holding at least 10% voting power.

Question 27

What are the requirements for appointing a proxy?

Answer 27

1. Proxy must be a member (unless Articles allow otherwise). 2. If more than one proxy is appointed, all proxies become void. 3. Proxy form must be lodged at least 48 hours before the meeting (excluding holidays). 4. Proxy form must be open for inspection.

Question 28

What are the quorum requirements?

Answer 28

1. Listed companies: 10 members present with 25% voting power (present + proxy). 2. Unlisted companies: 2 members present with 25% voting power (present + proxy).

Question 29

What happens if quorum is not present within 30 minutes?

Answer 29

1. Meeting called by members: Dissolved. 2. Meeting called by directors: Adjourned to next week. 3. At the adjourned meeting, quorum will be 2 members present.

Question 30

What are the requirements for maintaining minutes of meetings?

Answer 30

1. Authenticated by the Chairman (of the current or next meeting). 2. Kept at the registered office. 3. Retained physically for 20 years and electronically permanently. 4. Any member can inspect without charges. 5. Copy must be provided within 7 days of request (with a fee).

Question 31

What is a resolution passed by circulation?

Answer 31

1. A resolution passed without holding a physical meeting. 2. Allowed for unlisted companies with up to 50 members. 3. Used for special business.

Question 32

What is the procedure for a resolution passed by circulation?

Answer 32

1. Circulated to all members. 2. Must be signed by them. 3. Cannot be revoked once signed. 4. Noted in the minutes of the subsequent meeting.

Question 33

What are the filing requirements for a special resolution?

Answer 33

Authenticated by a director or company secretary. Filed with the Registrar within 15 days.

Question 34

When does a resolution passed at an adjourned meeting become effective?

Answer 34

From the date of the adjourned meeting, not the original meeting.

Question 35

How should a notice be served on a company?

Answer 35

Delivered at the registered office of the company.

Question 36

How should a notice be served on a member?

Answer 36

Delivered at the registered address or communication address provided.

Question 37

What are the different ways of serving a notice?

Answer 37

Against acknowledgment. By post. By electronic means. Other prescribed manners.

Question 38

When is a notice by post deemed effective?

Answer 38

If it is properly addressed, prepaid, and posted with a letter. Considered delivered in the ordinary course of post.

Question 39

How should a notice be served to joint shareholders?

Answer 39

Sent to the shareholder who is named first in the register of members.

Question 40

How should a notice be served to a legal representative?

Answer 40

Sent to the address supplied by the legal representative.

Question 41

When can a meeting be declared void?

Answer 41

1. If proper notice was not given. 2. If the required quorum was not present. 3. If voting irregularities occurred. 4. If the meeting was held in violation of company law or Articles of Association.

Question 42

When can the SECP call a meeting of members?

Answer 42

If it is impracticable to call a meeting in the usual manner. If there is a failure to hold the required meeting.

Question 43

Who can apply to SECP for calling a meeting?

Answer 43

The Registrar. A director. A member of the company.

Question 44

What powers does SECP have regarding meetings?

Answer 44

1. It can direct how the meeting should be held. 2. It can modify quorum and notice requirements. 3. It can give directions on agenda and voting procedures.

Question 45

Who can challenge the validity of a meeting?

Answer 45

Members holding at least 10% voting power. An affected party.

Question 46

What is the time limit to challenge a meeting?

Answer 46

30 days from the date of the meeting.

Question 47

Which authority has the power to declare a meeting invalid?

Answer 47

The Court, upon application by an aggrieved party.

Question 48

What are the powers of SECP to call meetings?

Answer 48

1. Power to give directions (in case of default in AGM or Statutory Meeting; or when directors do not proceed to call EGM on requisition) 2. One member may be quorum (the commission may give such direction) 3. Cost of conducting the meeting (as decided by the Commission) 4. Penalty (Level 3 on standard scale)