CORPORATE AND COMMERCIAL LAW

TOPIC :‘MEETINGS OF THE COMPANY ’

SUBMITTED TO: SIR. ARSHAD

MEETINGS:DEFINITION: ‘Meetings can be defined as the gathering of two or

more persons by previous notice or by mutual agreement for the

discussion and transaction of some business. ’ COMPANY’S MEETINGS: ‘When the members of a company gather at certain

time and place to discuss the business and managing affairs , it is

called meetings of the company .’

KINDS OF COMPANY’S MEETING:

(1) DIRECTOR’S MEETING (2) SHAREHOLDER’S MEETING

(2) SHAREHOLDER’S MEETING (a) STATUTORY MEETING (b) ANNUAL GENERAL MEETING (AGM) (c) EXTRA -ORDINARY GENERAL MEETING (EGM)

(1) DIRECTOR’S MEETING:OBJECTS:

1. To Allot Shares2. To Invest Company’s Fund3. To Recommend dividend4. To keep Reserves out of Profit5. To make loans6. To appoint officers or committee.

MEETINGS OF SHAREHOLDERS:

DEFINITION: ‘The meetings which are called to discuss the

affairs of company with shareholders are called ‘ Shareholder meetings .’

(A) STATUTORY MEETING:• Statutory meeting is the First meeting of the

company’s shareholders.• The object of the statutory is to inform the

shareholders about the affairs of the company.• The rules and regulation regarding statutory meeting are

available in section 157 of Companies Ordinance 1984.• Every company limited by shares must hold a statutory

meeting within a period of not less than three months and not more than six months from the date at which the company is entitled to commence business.

• At least 21 days before , a notice is issued by the secretary of company to all shareholders and a report is also enclosed with the notice , which is called Statutory Report.

• The auditors of company must sign the statutory report .

TIME TO CONDUCT THE MEETING:I. Company limited by shares and company limited by

guarantee and having a share capital , within a period of not less than three months , nor more than six months .

II. It hold a general meeting of the members of the company which is called the ‘statutory meeting .’

III. This meeting is held only once in lifetime of the company.

STATUTORY REPORT According to section 153(3) of the Ordinance , a statutory

report provides the following information :1. The directors shall at least twenty one days before the

date on which meeting is to be held forward a statutory report to every member of the company .

2. Total number of allotted shares3. Total amount of cash received in respect of the allotted

shares.4. Details of expenses of the Company5. The names and addresses of the Directors , Chief Executives

, Secretary , Auditors and legal adviser of the company.6. Particulars of any contract regarding business.

NON – APPLICABILITY:

Private company is not required to conduct Statutory Meeting.

OBJECTS:1. The detail about the formation of company2. To provide exact information regarding the

affairs of company.3. To discuss the statutory report .

SUBMISSIONS OF COPIES STATUTORY REPORT TO REGISTRAR: The director shall cause at least five copies of

the statutory report duly certified , to be delivered to the Registrar for registration after sending the report to the members of the company.

ADJOURMENT: The meeting may adjourn from time to time

and at any adjourned meeting any resolution of which notice has been given in accordance with the articles , either before or after the original meeting may be passed and an adjourned meeting shall have the same powers as an original meeting .

AGENDA AT MEETING: Members of the company present at the meeting shall be

at liberty to discuss any matter , relating to the information of the company or arising out of the statutory report , whether previous notice has been given or not but no resolution may be passed of which notice has not been given in accordance with the articles .

DEFAULT IN HOLDING STATUTORY MEETING: A company may be wound up by the court if default is made in

delivering statutory report to the Registrar. If a petition is presented to the Court winding up the company on the ground of default in filing the statutory report or in holding the statutory meeting the court may instead of directing that the company be wound up , give directions or make such other order as may be just.

PENALTIES IN CASE OF VIOLATION OF ANY PROVISION: In the event of in complying with the provisions , the

company and every office of the company who knowingly and willfully authorizes or permits such default shall be liable .

(1)If the default relates to a listed company , to a fine not less than ten thousand rupees and not exceeding twenty thousand rupees and in the case of a continuing default to a further fine not exceeding two thousand rupees for every day after the first during which the default continues ; and

(2)If the default relates to any other company , to a fine not exceeding five thousand rupees and in the case of a continuing default to a further fine not exceeding two thousand rupees every day after the first during which the default continues.

(B) ANNUAL GENERAL MEETING (AGM): According to section 158 of Companies

Ordinance 1984 , a company must hold its annual general meeting within eighteen months of its incorporation and thereafter once in every calendar year but the interval between two general meetings should not be more than 15 months.

1) A notice of meeting is also sent to shareholders at least 21 days before

2) This meeting is called to discuss the routine business affairs of the company and present the performance report of company .

3) In the case of a listed company , the Commission , and , in any other case, the Registrar , may for any special reason extend the time within which any annual general meeting , not being the first such meeting , shall be held by a period not exceeding sixty days.

WHERE TO CONDUCT MEETING?

a) An annual general meeting shall, in the case of a listed company , be held in the town in which the registered office of the company is situated.

b) The Commission , for any special reason , may , on the application of such company , allow the company to hold a particular meeting at any other place .

PROVISION REGARDING NOTICE OF ANNUAL GENERAL MEETING: 1. The notice of an annual general meeting shall be sent

to the shareholders at least twenty-one days before the date fixed for the meeting .

2. In the case of listed company , such notice in addition to its being dispatched in the normal course , shall also be published at least in one issue each of a daily newspaper in English and Urdu language having circulation in the Province in which the stock exchange on which the company is listed is situated.

CHAIRMAN OF THE GENERAL MEETING:

I. The chairman of the general meeting is the board of directors if any shall preside as chairman at every general meeting of the company , but if there is no such chairman , or

II. If at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting , or is unwilling to act as chairman ,

III. Any one of the directors present may be elected to be chairman

IV. If none of the directors is unwilling to act as chairman the members present shall choose one of their number to be the chairman.

PENALTIES IN CASE OF VIOLATION OF ANY PROVISION: If default is made in complying with any provision ,

the company and every officer of the company who is knowingly and willfully a party to the default shall be liable ,

a) If the default relates to a listed company to a fine not less than fifty thousand rupees and not exceeding 5,00,000/- rupees and to a further fine not exceeding two thousand rupees for every day after the first fine during which the default continues ;

b) If the defaults relates to any other company to a fine not exceeding 1,00,000/- rupees and to a further fine not exceeding five hundred rupees for every day after the first during which the default continues.

(C) EXTRA-ORDINARY GENERAL MEETING: According to section 159 of company’s Ordinance

1984 , ‘All meetings of a company , other than the

annual general meeting and the statutory meeting shall be called extra ordinary general meeting.

Directors or shareholders in following circumstances can call these meetings

1) Where there is some special business to be transacted.2) When the matter cannot be defined to be transacted .3) When any matter cannot be transacted at annual

general meeting.

PROVISION REGARDING NOTICE OF ANNUAL GENERAL MEETING:1) Notice of an extra-ordinary general meeting shall be

sent to the members at least twenty- one days before the date of the meeting .

2) IN the case of listed company shall also be published at least in one issue of each of a daily newspaper in English language and a daily newspaper in Urdu language having circulation in the Province in which the Stock Exchange on which the company is listed is situated.

3) In case of an emergency affecting the business of the company , the Registrar may , on the application of the directors authorize such meeting to be held at such shorter notice as he may specify .

PENALTIES IN CASE OF VIOLATION OF ANY PROVISION: Every officer of the company who knowingly or

willfully fails to comply with any of the provisions of this section shall be liable :

i. If the default relates to a listed company , to a fine not ‘less than ten thousand rupees and not exceeding twenty thousand rupees and in the case of a continuing default to a further fine which may extend of two thousand rupees for every day after the first during which the default continues

ii. If the defaults relates to any other company, to a fine which may extend to five thousand rupees and in the case of a continuing default to a further fine which may extend to two hundred rupees for every day after the first during which the default continues.

Thank you!