Chapter 8 Meetings & Resolutions Flashcards
How and to whom should the notice of General Meeting be sent?
- Timing: At least 21 days before the meeting. (Shorter notice allowed for an EGM of an unlisted company if all members agree).
- Recipients:
a. Members.
b. Directors.
c. Auditor.
d. Legal representatives.
e. Official receiver. - Additional requirements for listed companies:
a. Notice must be sent to SECP.
b. Must be published in one Urdu and one English daily newspaper.
What is the notice requirement for resolutions at General Meeting?
Members with at least 5% voting power can give notice of a resolution at least 10 days before the meeting.
Where should a listed company conduct a general meeting?
In the town where the registered office is located or in the nearest city.
How can members attend a general meeting?
- Personally.
- Through a proxy.
- Through a video link (if members of listed holding at least 10% shares request it 7 days before the meeting).
Who shall chair general meetings?
- Chairman of the board.
- If the chairman is not present within 15 minutes or is unwilling, any elected director.
- If no director is present or willing, any elected member.
Which companies are required to hold a statutory meeting?
- Every public company having share capital.
- A private company that is converted into a public company within one year of incorporation.
When must a statutory meeting be conducted?
- Within 9 months from incorporation or within 180 days from the commencement of business, whichever is earlier.
- Not required if the first AGM is held earlier.
Who can represent an entity at a general meeting?
Company: Any individual authorized via Board Resolution.
Government: Any individual authorized by the government.
What are the types of general meetings?
- Statutory Meeting
- Annual General Meeting (AGM)
- Extraordinary General Meeting (EGM)
What details must a notice of a general meeting contain?
- Date, hour, and place of the meeting.
- Business to be transacted.
- In case of special business:
a. Material facts.
b. Interest of directors.
c. Availability of documents to be approved. - Draft of special resolution (if any).
- Video-link option.
- Proxy details (right to appoint proxy, rights of proxy, proxy form).
- In case of AGM: Financial statements, directors’ report, auditor’s report, and election of directors.
- In case of Statutory Meeting: Statutory report.
Who must the notice of a general meeting be sent to?
Members.
Directors.
Auditor.
Legal representatives.
Official receiver.
What are additional requirements for listed companies when sending notices?
Must be sent to SECP.
Must be published in one Urdu and one English daily newspaper.
What is a statutory report, and what must it include?
- Total shares allotted.
- Total cash received against shares allotted.
- Summary of receipts and payments.
- Particulars of management (directors, chief executive, etc.).
- Overview of the company’s affairs.
- Contracts to be modified.
- Underwriting contracts.
- Commission paid against shares issued to management (directors).
Who certifies the statutory report?
- Chief Executive and at least one director.
- Also certified by the CFO (if a listed company).
Which matters in the statutory report require an auditor’s report?
- Total shares allotted.
- Total cash received against shares allotted.
- Summary of receipts and payments.
Where must the statutory report be filed?
With the Registrar at the time of sending it to members.
Which companies must hold a statutory meeting?
- Every public company having share capital.
- A private company that converts into a public company within one year of incorporation.
When must a statutory meeting be conducted?
- Within 9 months of incorporation OR within 180 days of commencement of business, whichever is earlier.
- Not required if the first AGM is held earlier.
What ordinary business matters are discussed in an AGM?
- Financial statements.
- Directors’ report.
- Auditor’s report.
- Dividend declaration.
- Appointment of auditors.
- Election of directors.
What is considered special business in an AGM?
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.
When must an AGM be held?
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.
Can an AGM deadline be extended?
- Yes, by:
a. The Commission (for listed companies).
b. The Registrar (for unlisted companies). - Maximum extension: 30 days.
Who can call an EGM?
- Directors on their own.
- Members holding at least 10% voting power can requisition the meeting.
- If directors fail to proceed within 21 days of requisition, members may hold the meeting within 90 days and recover expenses from guilty directors.
How does voting by show of hands work?
- Used at the first instance.
- Each member has one vote.
- Proxy cannot vote.
What is the time limit for taking a poll?
- Within 14 days of request.
- Immediately for the election of a chairman or adjournment of the meeting.
Who can demand a poll?
The Chairman.
OR
Members holding at least 10% voting power.
What are the requirements for appointing a proxy?
- Proxy must be a member (unless Articles allow otherwise).
- If more than one proxy is appointed, all proxies become void.
- Proxy form must be lodged at least 48 hours before the meeting (excluding holidays).
- Proxy form must be open for inspection.
What are the quorum requirements?
- Listed companies: 10 members present with 25% voting power (present + proxy).
- Unlisted companies: 2 members present with 25% voting power (present + proxy).
What happens if quorum is not present within 30 minutes?
- Meeting called by members: Dissolved.
- Meeting called by directors: Adjourned to next week.
- At the adjourned meeting, quorum will be 2 members present.
What are the requirements for maintaining minutes of meetings?
- Authenticated by the Chairman (of the current or next meeting).
- Kept at the registered office.
- Retained physically for 20 years and electronically permanently.
- Any member can inspect without charges.
- Copy must be provided within 7 days of request (with a fee).
What is a resolution passed by circulation?
- A resolution passed without holding a physical meeting.
- Allowed for unlisted companies with up to 50 members.
- Used for special business.
What is the procedure for a resolution passed by circulation?
- Circulated to all members.
- Must be signed by them.
- Cannot be revoked once signed.
- Noted in the minutes of the subsequent meeting.
What are the filing requirements for a special resolution?
Authenticated by a director or company secretary.
Filed with the Registrar within 15 days.
When does a resolution passed at an adjourned meeting become effective?
From the date of the adjourned meeting, not the original meeting.
How should a notice be served on a company?
Delivered at the registered office of the company.
How should a notice be served on a member?
Delivered at the registered address or communication address provided.
What are the different ways of serving a notice?
Against acknowledgment.
By post.
By electronic means.
Other prescribed manners.
When is a notice by post deemed effective?
If it is properly addressed, prepaid, and posted with a letter.
Considered delivered in the ordinary course of post.
How should a notice be served to joint shareholders?
Sent to the shareholder who is named first in the register of members.
How should a notice be served to a legal representative?
Sent to the address supplied by the legal representative.
When can a meeting be declared void?
- If proper notice was not given.
- If the required quorum was not present.
- If voting irregularities occurred.
- If the meeting was held in violation of company law or Articles of Association.
When can the SECP call a meeting of members?
If it is impracticable to call a meeting in the usual manner.
If there is a failure to hold the required meeting.
Who can apply to SECP for calling a meeting?
The Registrar.
A director.
A member of the company.
What powers does SECP have regarding meetings?
- It can direct how the meeting should be held.
- It can modify quorum and notice requirements.
- It can give directions on agenda and voting procedures.
Who can challenge the validity of a meeting?
Members holding at least 10% voting power.
An affected party.
What is the time limit to challenge a meeting?
30 days from the date of the meeting.
Which authority has the power to declare a meeting invalid?
The Court, upon application by an aggrieved party.
What are the powers of SECP to call meetings?
- Power to give directions (in case of default in AGM or Statutory Meeting; or when directors do not proceed to call EGM on requisition)
- One member may be quorum (the commission may give such direction)
- Cost of conducting the meeting (as decided by the Commission)
- Penalty (Level 3 on standard scale)
