Company Meetings

Meetings
• The Companies Act provides for the following types of
meetings:
A. Meetings of the shareholders:
I. Statutory Meeting
II. Annual General Meeting
III. Extra-ordinary General Meeting
IV. Class Meetings under certain circumstances the Court
can order certain meetings.
V. B. Other Meetings:
VI. Meetings of the creditors
VII. Meetings of the debenture holders.

a) Every public company shall hold a general meeting of
the members of the company called statutory
meeting after three months and before six months
from the date of entitlement to commence of the
business.
b)The meeting shall approve a report called Statutory
Report.
c)The Statutory report shall be sent to each member at
least 21 days before the statutory meeting.
Statutory Meeting[Section 157]

The statutory report shall include :
• Total number of shares allotted distinguishing between shares
allotted for cash , other than for cash and the consideration
for which they have been allotted.
• Total cash received against shares allotted.
• Summary of receipts and payments
• Particulars of directors, chief executive, secretary, auditor and
legal advisor.
• Particulars of commission paid or to be paid on issue of shares
• Particulars of any contract to be modified in the meeting
• Extent of carrying out or not carrying out of any contract
along with reasons for not carrying out.
Statutory Meeting[Section 157]

Annual General Meeting (AGM)
[Section 158]
1. The first annual general meeting of a
company shall be held within 18 months
from the date of its incorporation and
thereafter at least once in a calendar year.
2. Subsequent meeting shall be held within four
months from closure of its financial year or 15
months from the last meeting, whichever is
earlier.

3.In case of listed company and the Registrar, in
cases of other companies may extend the time
for holding of such meetings.
4.No extension of time can be granted to any
company for the first annual general meeting
after incorporation. For subsequent AGM the
period of extension cannot exceed 30 days.
Annual General Meeting (AGM)
[Section 158]

Annual General Meeting
• At least 21 days notice should be given to members
.In case of listed companies such notice shall also be
published in an Urdu and an English newspaper
having circulation in the province in which the stock
exchange, on which the company is listed is situated.
• AGM of a listed companies is held in the town in
which the registered office is situated.
• AGM is called on the order of Directors and not of
members.

Annual General Meeting
• In case of default the company and every officer who
is willfully a party shall be liable to
a. In case of listed company to a fine not less than 50,000
rupees and not exceeding 500,000/- rupees and to
further fine not exceeding 2,000 rupees for every day
during which the default continues
b. In case of any other company to a fine not exceeding
100,000 rupees and to a further fine not exceeding 500
rupees for every day during which is the default
continues.

Extraordinary General Meeting (EGM)
[Section 159]
1. All general meetings of a company other than
annual general meeting and the statutory
meeting are called extra-ordinary general
meetings.

This meeting
i. May be called by the directors on their own
motion;
ii. Shall be called by the directors on request of
members representing not less than one-tenth of
the voting powers;
iii. May be called by the requisitionists, if directors
do not proceed to call the meeting within twenty
one days of depositing the requisition.
[Section 159]

iv. The requisition must be signed and state the object
for calling the meeting
v. If directors, with in twenty one days from the date of
deposit of the requisition, do not call the meeting, the
requisitionists may call the meeting with in three months
of depositing the requisition.
vi. Any reasonable expenses incurred by the requisitionists
due to failure of the directors to convene a meeting shall
be repaid by the company to the requisitionists.
vii. The notice of the meeting is required to be sent to the
members at least twenty one days before the meeting.
However the registrar may authorized holding of a
meeting at a shorter notice.
[Section 159]

Provisions as to notice
1. Notice shall state place, day and time of the
meeting.
2. Notice shall be given to every member or
his/her heirs and auditors of the company
(Section 160).
3. Where any special resolution is to be passed
in any AGM or EGM, a copy of the proposed
resolution should also be sent with the
notice of the meeting.

Business not considered as
special business
These businesses shall be treated as ordinary
business for an AGM
1. Consideration of accounts, balance sheets and
the reports of the directors and the auditors
2. The declaration of the dividend
3. The appointment and fixation of remuneration
of auditors
4. And the election or the appointment of directors

Quorum
Quorum means certain minimum number of
members of a company as is fixed as competent
to transact business in a general meeting of
members in the absence of the other members.
Any business transacted in a meeting with out
quorum shall be void.

Quorum of Meeting
1. In case of listed company:
Ten members, personally present, representing 25%
voting powers, either on their own account or as
proxies, in the meeting [Section160(2)(a)].
2. In case of any other company:
Two members, personally present, representing 25%
of total voting powers, either on their own account
or as proxies, in the meeting [Section160(2)(b)]
3. In case of single member company:
Single member present in person or proxy
[Section160(2)(c)].

If the quorum is not present at the meeting with in half
an hour from the time appointed for the meeting it
shall be
a. Dissolved if called on the request of members or
b. Adjourned to the same day in the next week at the
same time and place if called by the directors
 If the quorum is not present at an adjourned meeting
with in half an hour the members present in the meeting
if not less than two shall be a quorum
Quorum not present

Who shall preside the general
meeting?
Chairman of board of directors shall preside the
general meeting and in the absence of
chairman a director shall preside.
If none of director present or directors present
are unwilling to chair the meeting, members
shall choose any member as chairman.

Provisions Relating to Show of Hand
• Resolution put to vote as any general meeting
shall, unless a poll is demanded, be decided
on the show of hands.
• The chairman of the meeting shall declare the
result of show of hands

Provisions Relating to Vote
• Member shall have votes proportionate to be
paid up value of the share held by him.
• In a company not having share capital, each
member shall have one vote
• On a poll votes may be given personally or by
proxy.
• On show of hands every member present shall
have one vote.

Provisions relating to Poll
The list of those members who actually cast their vote at the
meeting excluding those who stay away is called a poll.
Demand for poll:
On a demand made by the following persons or the chairman
of the meeting may order to take a poll before or on the
declaration of the result of the voting on any resolution on a
show of hands
1. At least five members having the right to vote on the
resolution and present in the person or by proxy in the
meeting of public company.
2. Any member or member present in person or by proxy,
having 1/10th of total voting power in respect of
resolution.

Provisions relating to Poll
3. In the meeting of a private company:
a. By at least one member present in person or by
proxy where not more than seven members
having the right to vote on the resolution are
present.
b. At least two members present in person or proxy
where more than seven members having the
right to vote on the resolution are present.

Time of Taking Poll[Section 168]
1. A poll demanded on the election of chairman or
adjournment of meeting shall be taken forth
with. In all other cases, polls shall be taken at
such time as chairman of meeting may decide
however, such time shall not be more than 14
days from the day from which it is demanded.
2. When a poll is taken the chairman or his
nominee and a representative of the members
demanding the poll shall scrutinize the votes
given on the polls and the result shall be
announced by the chairman.
3. Chairman shall have power to regulate the
manner in which polls shall be taken.

Proxies[Section 161]
Following are the provisions relating to proxy.
1. Proxy is a person appointed to vote and speak on behalf
of the member in a general meeting of a company.
2. A member cannot appoint more than one proxy to attend
any one meeting.
3. Proxy must be member unless article permit to appoint a
non member as a proxy.
4. A notice of general meeting of a company should state the
right of the members to appoint proxy.
5. Every notice of general meeting shall be accompanied by
a proxy form.
6. Proxy shall be lodged with the company at least 48hrs
before the meeting.

Proxies[Section 161]
7. Proxy has the following rights
a. To speak and vote at the meeting
b. To demand a poll
c. To abstain from voting on a question on which
poll is demanded.

Minutes of Proceedings of General
Meetings and Meetings of Directors
1. Every company shall maintain and accurate
summary of all proceedings of meetings of
directors, members or committees.
2. In case of non compliance the company and the
officer concerned shall be liable to a fine not
exceeding Rs 5000/- and a further fine not
exceeding Rs. 1000/- per day till the default
continues
3. Signature of the chairman of meeting or chairman
of next succeeding meeting shall be sufficient
evidence of the proceedings.

Minutes of Proceedings of General
Meetings and Meetings of Directors
4. The books containing the minutes of proceedings of
the general meeting shall be open to inspection
by members for at least two hours on each day with
out charge during the business hours.
5. Copy of the minutes of the meeting of the board of
directors shall be furnished to every director within
14 days of the date of the meeting.

Representation at Meetings of
Companies
1. Where a company is a member of another
company, it may authorise any of its officials
or any other person to act as a representative
at any meeting of that company.
2. Such representative shall be entitled to
exercise, on behalf of company, same powers
which an individual shareholders of that
other company has.

Representation at Meeting of
Creditors
1. Where a company is a creditor of another company,
it may authorise any of it officials or any other
person to act as it representative at
a. Any meeting of creditors of than other company held
under companies ordinance 1984.
b. Or any other meeting to which the company is entitled to
attend in pursuance of any debenture, trust deed or
other document.
2. Such representative shall be entitled to exercise all
such powers as the company has as a member of
that other company.

Representation of Federal Government
and Provisional Government
1. Being the member of the company, the federal
govt. or provisional govt. may appoint any person to
act as a representative at:
a) Any meeting of the company; or
b) Any meeting of any class of members of the company.
2. Such person shall be deemed to be a member of
such company.
3. Such person shall be entitled to exercise the same
rights and powers, including the right to appoint
proxy, which the Federal Government or the
Provisional Govt. has as a member of the company.

Calling of a Meeting by Commission
• If default is made in calling of statutory meeting,
AGM or EGM on requisition of member.
– The commission has power to call such meeting and
commission may give direction that one member present
in person or by proxy at meeting shall be deemed to
constitute quorum.
• The meeting conducted in accordance with the
provisions of this section shall be deemed to be a
properly conducted meeting of the company
– and the expenses of such meeting shall be borne by the
company

Circumstances in which Proceedings of
General Meeting may be declared Invalid
• The court may on petition of members having at
least 10% voting powers, declare the entire
proceeding or a part thereof invalid and direct
holding of a fresh general meeting by reason of any
material defect or omission in the notice or
irregularity in the proceedings of the meeting which
prevented members from using effectively their
rights.
• Such petition shall be made within 30 days of such
meeting.

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