Ch # 8.

Meetings Page 70

DIFFERENT TYPE OF MEETINGS

Director’s Meetings
§ Board Meeting (all the directors)
§ Committee Meeting (selected directors)

Member’s Meetings
§ General Meetings (all the members)
- Statutory Meeting
- Annual General Meeting
- Extraordinary General Meeting
§ Class Meetings (any class of members)

General meetings are chaired by chairman of BOD. Other directors also attend the meeting, but
they don’t have a right to vote there. If they are member as well, then they can vote as a member.

Statutory Meeting

Applicable on
§ Every public company having share capital
§ A private company that converts itself into a public company within one year of its
incorporation

Timing
Earlier of
§ 180 days from date of commencement of business; or
§ 9 months from the date of its incorporation

Statutory meeting not required if AGM is held before its due date

Purpose To discuss and approve “Statutory Report”

(sent to members with notice at least 21 days before meeting)
§ Members may discuss any matter relating to company in this meeting however resolution
shall only be passed only for those matters for which prior notice has been given
§ 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.
Ch # 8. Meetings Page 71

Contents of Statutory Report

§ 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 a date not earlier than 15 days before date
of statutory report under separate heading:
- Receipts from shares, debentures and other sources
- Payments made;
- Balance remaining in hand; and
- Estimate of preliminary expenses showing separately any commission or discount paid
or to be paid on issue of shares or debentures;
§ Particulars of directors, chief executive, secretary, auditor and legal adviser;
§ Particulars of any commission paid on issue of shares
(particularly against the shares issued to directors, chief executive and to the private
companies in which such persons are directors)
§ Details of any contract to be modified with member’s approval
§ 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.

Authentication and filing of Statutory Report

§ Shall be certified by chief executive and at least 1director.

(for listed company, also by CFO)
§ Report should be accompanied by an auditor’s report on
- Allotment of shares
- Cash received against share allotted
- Receipts and Payments account 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.

Annual General Meeting (AGM)

§ 1st AGM
Within 16 months of incorporation
§ Subsequent AGM
- Once in every calendar year
- Within 120 days of close of its financial year
§ Extension up to 30 days can be granted in AGM by
- SECP for listed Co
- Registrar for any other case
§ AGM is called on the order of directors (not the members)
Ch # 8. Meetings Page 72

§ Notice of AGM shall be given to members 21 days before meeting.

§ For listed company, notice also to be
- Published in an Urdu and an English daily newspaper having nationwide circulation
- Sent to the SECP
§ 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

Extraordinary General Meeting (EGM)

§ 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.

Meeting on requisition of members

§ 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
- Stating the 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
(company shall deduct this money from the remuneration payable to directors in default)

Meeting should be held within 90 days of filing requisition either by directors or by the
requisiteness otherwise requisition shall be expired.
Ch # 8. Meetings Page 73

Calling of meetings by SECP

§ 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.
(including that even 1 member present can be treated as 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
§ If any person makes default in holding such a meeting or in complying with any directions
of SECP, shall be liable to a penalty of level 3

Declaring meeting as invalid

When there are material defects or omission in the notice or there is irregularity in
proceedings of the meeting:
§ Members having 10% or more voting rights may file a petition
- to court
- within 30 days of the meeting
§ Court may declare such proceedings or any part of the meeting invalid and may direct
holding of fresh general meeting
Ch # 8. Meetings Page 74

SERVICE OF DOCUMENTS AND NOTICES

A document or information may be served on company or any of its officer:

§ At registered office of company against an acknowledgement; or
§ By post or courier service; or
§ Through electronic means; or
§ In any other manner as may be specified.

A document or information may be served on the SECP or registrar:

§ Against an acknowledgement; or
§ By post or courier service; or
§ Through electronic means; or
§ In any other manner as may be specified.

Notice

§ A formal document sent to each member at his registered address or any other address
supplied by him
§ Notice shall state place, day and time of the meeting
§ Notice may be served to members
- against an acknowledgement; or
- by post or courier service; or
- through electronic means; or
- any other specified manner.
§ Notice alongwith a statement of the business (to be transacted) shall be given to:
- Every member or class of the members of the company as the case may be;
- Every director;
- Auditors of the company.
- Any person who is entitled to a share in case of death or bankruptcy of a member
(if company has been notified of his entitlement);
§ Where a notice is sent by post, service of notice shall be deemed to be effected by properly
addressing, prepaying and posting a that and, unless the contrary is proved, to have been
effected at the time at which the letter will be delivered in the ordinary course of post.
§ Accidental omission to give notice to, or non-receipt of notice by, any member shall not
invalidate the proceedings at any meeting
§ Members may participate in the meeting personally, through video-link or by proxy.
§ A notice may be given by the company to the joint-holders of a share by giving the notice to
the joint-holder named first in the register of members.
§ In case of death or insolvency of member, notice can be given to legal representative or
official assignee at the address supplied by that person for this purpose
§ For listed company, it shall be mentioned in the notice that if certain members holding 10%
of the total paid up capital (or such other percentage as may be specified), reside in a city,
they may demand to provide them the facility of video-link for attending the meeting.
Ch # 8. Meetings Page 75

CONDUCT OF MEETINGS

Special Business

§ Any business (agenda of the meetings) other than the following “ordinary businesses” is
known as “special business”
- Consideration of accounts, auditors' and directors' reports
- Appointment of auditors and fixing their remuneration
- Declaration of dividends
- Election or appointment of directors
§ If any special business is to discussed at meeting; notice 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

Presiding the meeting (Chairman of Meeting)

§ Chairman of BOD shall preside as chairman at every general meeting.

§ If at any meeting he is not available/present within 15 minutes of starting time, or is
unwilling to act as chairman, any one of the directors present may be elected as chairman.
§ If none of the directors is present or is unwilling to act, members present shall choose one
of their member as chairman

Voting

§ In company not having share capital, each member shall have 1vote
§ In company having share capital, member shall have votes proportionate to paid up value
of shares

Type of Voting

Show of Hands

§ Voting is normally done by show of hands unless poll is demanded

§ Every member shall exercise one vote
§ Chairman shall declare the results of show of hands
(whether a resolution has been carried or not, unanimously or by a particular majority)
§ Chairman's declaration will be valid (unless contrary is proved)
§ Decision shall be entered in the books of minutes
Ch # 8. Meetings Page 76

Poll
§ Before or on declaring result of voting by show of hands, a poll may be taken by chairman
on his own or may be demanded by persons having at-least 10% voting power
§ In a poll, voting power of shareholders is counted for voting.
§ On a poll votes may be casted personally or through proxy
§ Demand of poll may be withdrawn anytime by the person or persons demanding the poll.

Time of talking Poll

For election of chairman or adjournment Immediately

Any other case; At such time as the chairman may direct
(not more than 14 days from demand of poll)

§ After polling; chairman or his nominee and a representative of member(s) demanding poll
shall scrutinize results
§ Chairman shall declare the result
§ Chairman has power to regulate manner in which polls may be conducted and the results
of poll shall be final.

Proxies

§ A person appointed to vote and speak on behalf of a member

§ Proxy must be a member unless AOA permits.
§ Proxy is entitled to all the acts which the original shareholder is entitled to do himself in
meeting including:
- to speak and vote at the meeting;
- to demand a poll;
- to abstain from voting, if poll is demanded.
§ Notice must specifically mention the right to appoint proxy
(A blank proxy form should also be attached with the notice)
§ Written proxy form/instrument shall be signed by appointer or his authorized agent
§ Proxy form shall be filed at least 48 hours before meeting time
(Non working day shall not be counted in these 48 hours)
§ If a valid proxy instrument (as per table A of Articles) is deposited, company cannot reject
or question its validity
§ A member cannot appoint more than 1 proxy
(if so appointed all the proxies shall be invalid)
§ 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
Note: In case of companies not having share capital, members are not entitled to appoint another
person as his proxy unless the articles provide otherwise.
Ch # 8. Meetings Page 77

Representations

Corporations at meetings of companies

§ If a company is member of another company, it may authorise any of its officials or any
other person to act as its representative there
§ Such representative shall have same powers, which an individual shareholder of that other
company possesses at that meeting.

Creditors
§ A creditor company may authorize any of its officials to represent it at the creditor’s
meeting (possessing all powers of creditors)

Federal or Provincial government as a member of any company

§ Federal Government or Provincial Government may appoint any person to act as its
representative at any general or class meeting:
§ Such person shall be deemed to be a member of such company and he shall be entitled to
exercise all the rights and powers of any member, including the right to appoint proxy

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 without quorum shall be void

Unless larger number fixed by AOA, quorum shall be:

Listed
10 members present personally or through video link having at least 25% voting powers
present in person/proxy

Other companies having share capital

2 members present personally or through video link having at least 25% voting powers
present in person/proxy

Other companies not having share capital

As provided in the AOA

If Quorum not complete within half hour of meeting,

§ If called by requisitionists; Shall be dissolved.
§ If called by the directors; Shall be adjourned to same day, time & place in next week

If quorum not present within half hour at adjourned meeting, quorum shall be not less than 2
members present personally or through video link (unless articles provide otherwise)
Ch # 8. Meetings Page 78

RESOLUTIONS AND RECORDS

Notice of resolution

§ In case of special resolution, notice shall be accompanied by the draft resolution.

§ Members having at least 5% voting power may also give notice of a resolution (with
supporting statement, if any) to company:
- With the requisition for the meeting (meeting requested by requisitionists)
- At least 10 days before the meeting (in any other case)
§ Company shall forthwith circulate such resolution to all the members.

Resolution passed at adjourned meeting

If a resolution is passed at any of the adjourned meeting (any type), the resolution shall be
treated as having been passed on the date on which it was in fact passed, and not on any
earlier date

Resolution through circulation

§ Except for ordinary businesses, members of a private company or a public unlisted

company (having not more than 50 members), may pass a resolution (ordinary/special) by
circulation signed by all members for time being entitled to receive notice of meeting.
§ It shall be as valid and effectual as it is passed in general meeting.
§ Resolution shall be circulated to all members (together with necessary papers)
§ Members’ agreement, once signified, may not be revoked.
§ Such resolution shall be noted at subsequent meeting and made part of the minutes of that
meeting.

Filing of resolutions

§ A copy of all special resolutions shall be filed with registrar within 15 days of passing
§ Such copy shall be authenticated by a director or secretary
§ Copy of every Special Resolution to be annexed to every copy of (registered) AOA issued
after date of resolution.
§ A copy of every special resolution shall be forwarded to any member at his request on
payment of such fee determined by the company
Ch # 8. Meetings Page 79

Minutes

§ Every company is required to maintain

- Records of copies of all resolutions of members passed otherwise than at general
meetings; and
- A fair and accurate summary of all proceedings of meetings of directors, member or
committees of directors
§ Minutes shall include names of attendees.
§ Books of minutes of the meetings shall be kept at Registered office
§ Signatures of the chairman of that meeting or next meeting shall be sufficient evidence of
proceedings (unless contrary is proved)
§ Minutes books shall be open to inspection by members for at least 2 hours on each day
during the business hours (without charges)
§ Members can demand certified copy of minutes of general meeting at any time after 7 days
of meeting (prescribed fee)
- Company shall provide him within 7 working days of request.
§ Records must be kept at registered office from the date of the resolution, meeting or
decision in physical and electronic form
§ Records shall be preserved
- For at least 20 years in physical form; and
- Permanently in electronic form.

Note: All requirements of Companies Act regarding calling of, holding and approval in general
meeting, board meeting and election of directors in case of a SMC, shall be deemed complied
with; if decision is recorded in the relevant minutes book and signed by sole member/director