LO 1: TYPES OF MEETINGS:

Types of Meetings:
There are two types of meetings under Companies Act, 2017 i.e.
1. Board Meetings:
These are meetings of Directors of a company.
2. General Meetings
General meetings are meetings of shareholders/members of the company who
are entitled by articles of company to attend and vote at such meetings. Directors
cannot vote at general meeting unless they are also members.

Committee Meetings and Class Meetings:

Chairman of General Meeting:

In this chapter, we will discuss General Meetings in detail. There are three types of
meetings of members i.e.
1. Statutory Meeting
2. Annual General Meeting
3. Extraordinary General Meeting

Statutory Meeting:
This is the first general meeting of a company, in which members discuss matters in respect
of formation of company, and approve Statutory Report.

The notice of a statutory meeting shall be sent to the members at least 21 days before the date
of meeting alongwith a copy of statutory report.

Matters/Contents to be stated in Statutory Report

 Certification and Filing of Statutory Report:
1. This statutory report shall be certified by Chief Executive of the
company and atleast one director. In case of listed company, Chief
Financial Officer shall also certify the report.
2. Directors shall also send once copy of Statutory Report, alongwith
auditor’s report, to registrar for registration forthwith after sending the
report to members.

Auditors’ report on statutory report:

The statutory report should be accompanied by an auditor’s report on correctness
of:
 allotment of shares,
 cash received against shares allotted, and
 receipts and payment account of company.

Resolutions in statutory meeting:

The members may discuss any matter pertaining to the company in statutory
meeting, however, resolution shall be passed only for those matters of which
prior notice as per articles of the company has been duly given.

Annual General Meeting:

Every Company (except a single member company) is required to hold AGM each
calendar year, in which members usually discuss Ordinary Business.

Extraordinary General Meeting:

Any general meeting, other than statutory meeting and annual general meeting
is called extraordinary general meeting. It is conducted when approval of
members is required on Special Business e.g. alteration of articles and
memorandum.
BUSINESS TRANSACTED AT GENERAL MEETINGS:
There are two types of business (i.e. matters) which are transacted (i.e.
discussed) at a general meeting i.e. Ordinary Business, and Special Business.

Ordinary Business:
The following businesses transacted at a general meeting are considered as
ordinary businesses:
1. Consideration and adoption of audited financial statements.
2. Consideration of Directors’ Report
3. Consideration of Auditor’s Report
4. Approval and declaration of final dividend, if declared by directors.
5. Appointment or re-appointment of auditors, and fixation of auditor’s
remuneration
6. Election or re-election of directors
 Ordinary business is conducted by Ordinary resolution, except the election of directors.

Special Business:
Any business other than those specified above is termed as special business e.g.
1. Alteration of memorandum of association.
2. Alteration of articles of association.
3. Investment in associated company

Special business is conducted by Special resolution (3/4th majority)

RESOLUTIONS PASSED AT GENERAL MEETINGS AND THEIR FILING:

Resolution:
Resolution is a decision reached by majority of the members. Resolutions at
general meeting are usually proposed by directors. However, members having
10% or more voting powers may also give notice of resolution.

There are two types of resolutions i.e. Ordinary Resolution and Special Resolution.

Ordinary Resolution:
Ordinary resolution means a resolution which has been passed by a simple
majority of such members which are entitled to vote, and are present in person
or by proxy or vote through postal ballot at a general meeting.

Special Resolution
Special resolution means a resolution:
1. which has been passed by atleast three-fourth majority of such
members which are entitled to vote, and are present in person or by
proxy or vote through postal ballot at a general meeting, and
2. notice of general meeting has been duly given atleast 21 days before
meeting specifying the intention to propose the resolution as a special
resolution

WHEN IS A GENERAL MEETING CONDUCTED:

Statutory Meeting:
Statutory meeting is required to be conducted within 09 months from date of
incorporation or within 180 days from date of commencement of business,
whichever is earlier.

Annual General Meeting:

1. First AGM is conducted within 16 months from the date of incorporation.
2. Subsequently, AGM is conducted at least once in each calendar year,
within 120 days after close of its financial year.
 Extraordinary General Meeting:

EOGM is conducted whenever “directors” or “members” want to discuss and

approve any special business.

PLACE OF GENERAL MEETING:

Listed companies shall hold AGM in the town in which registered office of the
company is situated, or in nearest city.

Members of a listed company, not residing in city where AGM is taking place,
may require company to provide the facility of video-link, provided:
 Members hold atleast 10% of share capital,
 Written request is submitted to company atleaast 07 days before meeting.

WHO CAN CALL A GENERAL MEETING:

Statutory Meeting:
Statutory Meeting is called by directors of the company.

Annual General Meeting:

Annual General Meeting is called by directors of the company (members cannot call
such meetings).

Extraordinary General Meeting:

Extraordinary General Meeting may be:
 called by directors when they require approval of members for a special
business.
 requisitioned by members holding alteast 10% voting power (in case
of company having share capital), or 10% of all members (in case of
companies not having share capital).

If EOGM is requisitioned by members:

1. Requisition shall state objects of meeting, shall be signed by
requisitionist(s) and shall be filed at registered office of the company.
2. If directors don’t proceed to call the meeting within 21 days, members
may call meeting on their own. Any reasonable expenses incurred by
the rquisitionist due to failure of the directors to convene a meeting
shall be repaid by the company to the rquisitionist and company shall
deduct this money from the remuneration payable to the directors in
default.
3. EOGM will be conducted by directors or by members within 90 days
of requisition, otherwise requisition shall be expired.
NOTICE OF GENERAL MEETING:
Notice of meetings:
Notice of general meeting shall be sent to the members and every person who is
entitled to receive notice of general meetings atleast 21 days before the date of
general meeting.

In case of listed company, notice shall also be published in one Urdu and one
English newspaper having nationwide circulation, and also the notice shall be
sent to Commission.

Whom to send notice of a general meeting:

Notice of a general meeting shall be sent to:
1. Every member of the company (at his registered address or communicated
address).
2. Every director of the company
3. Auditor of the company
4. Legal representative of a deceased member (if company has been notified)
5. Official receiver of an insolvent member (if company has been notified)

What should notice of a general meeting should contain:

Notice of general meeting shall contain following:
1. Date, Time and Place of meeting
2. Business to be transacted (both ordinary and special)
3. If a special business is to be transacted at a general meeting, notice of
general meeting shall also include:
 A statement setting out all material facts concerning such business.
 Draft of resolution.

How to serve notice of a general meeting to members:

A notice may be given by a company to any member:
 personally (against acknowledgment of receipt) or
 by sending it by post or courier service, or
 through electronic means, or
 any other specified manner.
Quorum
Quorum means a certain minimum number of members of a company as is fixed to
transact business in a general meeting in the absence of the other members. A meeting
without quorum shall be void.

Quorum of a Company:
Quorum for Listed Company:
10 present members who represent 25% of total voting power present
personally or through video-link (either of their own account or as proxies).
 Quorum for Unlisted Company having share capital:
02 present members who represent 25% of total voting power present
personally or through video-link (either of their own account or as proxies).

If quorum is not present at a meeting within half an hour:

If meeting was called by members, it shall be dissolved.

If meeting was called by directors, it shall be adjourned to the same day in the
next week at the same time and place. If at adjourned meeting, quorum again
is not present, 2 present members (either personally or through video-link)
shall be Quorum unless articles provide otherwise.

VOTING AT GENERAL MEETING:

Every member has a statutory right to cast vote at general meeting. There are
two methods of casting vote i.e. Show of Hands, and Poll.

Process of Voting by “Show of Hands”:

1. This method will be used at first instance.
2. Chairman will ask members to raise their right hand if in favor of resolution
and shall count votes (each member will have one vote; Proxy cannot vote).
3. Chairman will ask members to raise their right hand if in against the
resolution and shall count votes.
4. Chairman will declare the results of voting indicating whether resolution is passed
or not.
5. Declaration of result by chairman and an entry in the minute-book shall be
evidence of resolution, unless contrary is proved. Proof of number of votes
(in favor or against) is not required.

Process of Voting by “Poll”:

1. This method will be used, on or before declaration of result by show of hands,
if:
 Opted by chairman, or
 Demanded by members having atleast 10% of voting power. The demand
for a poll may be withdrawn at any time by the person or persons who made
the demand.
2. Chairman will regulate the manner in which poll will be taken (each member
will have votes proportionate to value of shares held by member; proxy can also
vote).
3. Chairman (or his nominee) and a representative of members demanding
poll, will scrutinize the votes given on Poll.
4. Chairman will declare the results of voting indicating whether resolution is passed
or not.
Result of the Poll shall be decision of members on resolution.
PROXY:
Proxy:
Proxy is a person appointed by a member to attend, speak and vote in a
general meeting on his behalf. It is statutory right of each member to appoint
Study Tip

Proxy.

Requirements relating to Proxy:

1. Proxy must be a member unless Articles permit appointment of a non-member
as proxy.
2. A member can appoint only one Proxy for a meeting. If more than one
proxies are appointed, all appointments shall be invalid.
3. Proxy Form shall be:
a. in written and signed by member or his authorized agent.
b. lodged with company atleast 48 hours before the time of
meeting. Any provision to the contrary in the company's articles
shall be void.
4. Every member can inspect Proxy Forms lodged with company.
5. An instrument appointing a proxy, in the form provided in regulations
of Companies Act 2017, shall not be rejected if it fails to comply with any
additional requirements specified by company.

Rights of Proxy:
Proxy has following rights:
1. Right to attend a meeting.
2. Right to speak at meeting.
3. Right to vote at meeting (in certain cases).
4. Right to be counted for quorum of meeting.
5. Right to demand a Poll.