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1
Q

What are the two broad categories of meetings?

A
  1. Meetings of Directors
  2. Meetings of Members
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2
Q

Name the types of Meetings of Directors.

A
  1. Board Meeting
  2. Meeting of Committee of Directors
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3
Q

What is a Board Meeting?

A

A meeting attended by all directors of the company.

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4
Q

What is a Meeting of Committee of Directors?

A

A meeting where selected directors participate to decide on specific tasks assigned to committees.

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5
Q

What committees can be formed under Meeting of Committee of Directors?

A

Audit committee, human resource and remuneration committee, nomination committee, risk management committee.

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6
Q

What are the two types of Meetings of Members?

A
  1. General Meeting
  2. Class Meetings
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7
Q

What are the types of General Meetings?

A
  1. Statutory Meeting
  2. Annual General Meeting (AGM)
  3. Extra-Ordinary General Meeting (EOGM)
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8
Q

Can directors vote at a General Meeting?

A

No, unless they are members of the company.

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9
Q

What is a Statutory Meeting?

A

The first general meeting of a company to discuss matters relating to its formation and approve the statutory report.

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10
Q

When is a Statutory Meeting required?

A

Within 180 days from commencement of business or 9 months from incorporation, whichever is earlier.

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11
Q

What is the purpose of a Statutory Report?

A

To provide information about shares allotted, cash received, receipts and payments, and other company details since incorporation.

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12
Q

What is an Annual General Meeting (AGM)?

A

A meeting held annually by a company to discuss its financials, elect directors, and address other significant matters.

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13
Q

When should the first AGM be held?

A

Within 16 months from incorporation.

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14
Q

What is the time limit for subsequent AGMs?

A

Once every calendar year within 120 days following the close of the financial year.

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15
Q

What is an Extra-Ordinary General Meeting (EOGM)?

A

Any general meeting other than a statutory or annual general meeting.

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16
Q

What is the minimum notice period for an EOGM?

A

21 days, unless all members agree for a shorter notice in unlisted companies.

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17
Q

Who can call General Meetings?

A
  1. Directors
  2. SECP
  3. Members
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18
Q

What is the penalty for not holding a meeting called by the SECP?

A

A penalty of level 3 on the standard scale.

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19
Q

What are the rules for meetings called by members?

A

EGOM must be conducted within 90 days of requisition, and decisions are binding on the company.

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20
Q

Where should AGMs of listed companies be held?

A

In the town of the registered office or a nearby city.

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21
Q

What is a statutory report?

A

“Shares Can Really Benefit Company Contracts Underwriters and Brokers”
Each word represents a key point:

  1. Shares: Total shares allotted and cash received.
  2. Can: Cash and payments summary (receipts and expenses).
  3. Really: Remaining balance and preliminary expenses.
  4. Benefit: Business plan and affairs of the company.
  5. Company: Company officials (directors, auditors, etc.).
  6. Contracts: Contracts to modify and proposed changes.
  7. Underwriters: Underwriting contracts carried out/not carried out.
  8. Brokers: Commissions or brokerage paid/payable.
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22
Q

Who certifies the statutory report?

A

The chief executive and at least one director, and the CFO in case of listed companies.

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23
Q

What are the key contents of a statutory report?

A

Details of shares allotted, cash received, receipts/payments, directors’ details, contracts requiring approval.

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24
Q

When must the statutory report be filed with the Registrar?

A

Immediately after being sent to members.

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25
What is the significance of an adjourned meeting?
It has the same powers as the original meeting and can pass resolutions with proper notice.
26
Can SECP direct the conduct of meetings?
Yes, SECP can direct the conduct and impose penalties for non-compliance.
27
What is the penalty for failing to hold an AGM?
A penalty may be imposed as per level 3 on the standard scale.
28
What are the exceptions to holding AGMs within 120 days of the financial year?
Extensions by SECP for listed companies or Registrar for other companies, up to 30 days.
29
Who must receive the notice of general meetings?
Every member, legal representatives, directors, and auditors of the company.
30
What are the key requirements for serving notices?
21 days' notice, sent to the registered address via post, courier, or electronic means.
31
What is the quorum for an SECP-directed meeting?
One member present in person or proxy may constitute quorum as per SECP directions.
32
What is the purpose of a class meeting?
To discuss matters affecting a specific class of shareholders.
33
What is the role of auditors in a statutory report?
To verify the number of shares allotted, cash received, and receipts/payments.
34
What is required if directors fail to call a meeting?
Members may call the meeting themselves within 90 days of requisition.
35
What is the notice requirement for a listed company's AGM?
Publication in one Urdu and one English newspaper with nationwide circulation.
36
Can a company avoid holding a statutory meeting?
Only under specific exemptions such as conversion from public to private company after one year.
37
What is the minimum percentage for members to requisition a meeting?
At least 10% of the total voting power or total members.
38
What happens if directors fail to respond to a requisition within 21 days?
Members can call the meeting themselves.
39
Who can inspect the list of members at a statutory meeting?
Any member during the meeting.
40
What is the penalty for not complying with SECP's meeting directions?
A penalty of level 3 on the standard scale.
41
Can expenses for a member-requisitioned meeting be reimbursed?
Yes, and the amount may be deducted from directors' remuneration.
42
What is the purpose of a video link facility for AGMs?
To enable participation of members holding at least 10% of paid-up capital.
43
What is the maximum extension for AGM time limits?
30 days for listed and other companies with special reasons.
44
What is a statutory meeting's significance for public companies?
It ensures transparency about the company's formation and financial status.
45
What must be included in the auditor's report for a statutory meeting?
Details of shares allotted, cash received, and financial summary.
46
What happens if a notice of meeting is accidentally omitted?
The proceedings of the meeting are still valid unless proven otherwise.
47
What is the purpose of an EOGM?
To address urgent or specific matters requiring shareholders' approval.
48
What is the primary difference between AGM and EOGM?
AGM is mandatory annually, while EOGM is convened for specific purposes.
49
What are the ordinary businesses transacted in an AGM?
1. Consideration of financial statements and reports of the board and auditors. 2. Declaration of dividend. 3. Election and appointment of directors to replace retiring ones. 4. Appointment of auditors and fixation of their remuneration.
50
What are examples of special businesses in a general meeting?
1. Alteration of memorandum and articles. 2. Investment in an associated company by a public company. 3. Mid-term removal of the chief executive, director, or auditor. 4. Approval of transactions in which the majority of directors are interested.
51
What information must be included in a notice for a general meeting?
1. Date, hour, and place of the meeting. 2. Nature of each business to be transacted (ordinary or special). 3. Option for providing video-link attendance on demand. 4. Members' right to appoint a proxy with details of proxy rights. 5. A Proxy Form annexed to the notice.
52
What additional information is required in a notice for an AGM?
1. Number of directors to be elected and names of retiring directors. 2. Financial statements, auditor's report, and directors� report must be annexed.
53
What must be included in the notice of a statutory meeting?
1. A statutory report must be annexed to the notice.
54
Who can act as the chairman of a general meeting?
1. Chairman of the board, if present. 2. If absent or unwilling, any director elected by the board/members. 3. If no director is present, any member elected by the members.
55
How does a single-member company comply with meeting requirements?
1. Record the decision in the minute book. 2. Ensure it is signed by the sole member or director.
56
What are the general rules for serving notices or documents?
1. Notices to the company or its officers are sent to the registered office. 2. Notices to members are sent to their registered address or an address communicated for receiving notices.
57
What are the ways in which notices may be served?
1. Against acknowledgment of receipt. 2. By post or courier service. 3. By electronic means. 4. By any other specified manner.
58
When must a notice for a general meeting be sent?
1. At least 21 days before the date of the meeting. 2. In unlisted companies, an extraordinary general meeting (EOGM) can be held on shorter notice if all members agree.
59
To whom should the notice of a general meeting be sent?
1. Every member of the company. 2. Legal representatives of deceased members (if notified). 3. Official receiver of insolvent members (if notified). 4. Every director of the company. 5. The auditor of the company.
60
When is a notice by post deemed effective?
1. When it is properly addressed, prepaid, and posted. 2. It is assumed to be served when delivered in the ordinary course of post unless proved otherwise.
61
How should a company send notices to joint-holders of shares?
1. By giving the notice to the joint-holder named first in the register of members.
62
How should notices be sent to legal representatives or official assignees?
1. Notices should be sent to the address supplied by the legal representative or official assignee.
63
What must a notice for special business include?
1. Draft of the special resolution. 2. Statement describing all material facts. 3. Nature of interest of directors (if applicable). 4. Information about where relevant documents can be inspected.
64
What are the rights of a proxy in a general meeting?
1. Right to attend the meeting. 2. Right to speak at the meeting. 3. Right to vote at the meeting.
65
What is the purpose of a statutory report?
To provide members with details of shares allotted, receipts and payments, and other relevant company information before the statutory meeting.
66
What is the minimum notice period for calling an EOGM?
1. 21 days. 2. Shorter notice is allowed in unlisted companies if all members entitled to attend and vote agree.
67
What happens if a notice is accidentally omitted or not received by a member?
The meeting and its proceedings are not invalidated by accidental omission or non-receipt of notice by any member.
68
What is the Power of Court to Declare a Meeting Invalid?
Court may declare a general meeting invalid if members with 10% or more voting power file a petition within 30 days of the disputed meeting and prove material defects in notice or irregularity in proceedings. A fresh general meeting may also be ordered.
69
Under what conditions can a resolution be passed through circulation?
A private company or unlisted public company with up to 50 members can pass a resolution on special business through circulation. Ordinary business of AGM cannot be passed this way.
70
What are the rules regarding resolution passed through circulation?
1. As valid as if passed in a general meeting. 2. Circulated to all members with necessary papers. 3. Signed by members entitled to notice. 4. Cannot be revoked once approved. 5. Noted in minutes of the subsequent meeting.
71
What is required for members to propose a resolution?
Members with at least 5% voting power can propose a resolution by sending it and supporting statements to the company. Timing depends on whether it is for a requested meeting or other meetings.
72
What is the procedure for filing a special resolution?
A copy authenticated by a Director or Company Secretary must be filed with the Registrar within 15 days, annexed to every copy of articles issued after, and sent to members on fee payment.
73
What records must a company keep for meetings?
Companies must keep copies of all resolutions passed outside general meetings and minutes of general meetings, including participant names, in well-maintained books.
74
Who can authenticate meeting minutes?
Minutes authenticated by the meeting Chairman or next meeting Chairman serve as evidence unless proven otherwise.
75
How long must records of general meetings be kept?
Records must be kept for at least 20 years in physical form and permanently in electronic form.
76
When can members inspect meeting minutes?
Members can inspect minutes after 7 working days of the meeting during business hours without charge, for at least 2 hours each day.
77
How can members obtain copies of meeting minutes?
Members can request copies after 7 working days, paying a prescribed fee. The company must provide a certified copy within 7 days of the request.

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