Question No 17: Define the term Company Meeting. Explain the different types of meetings in a JSC?

Answer:

COMPANY MEETINGS:

Kinds / Types of Company Meetings: Broadly speaking form the company prospectus there are two main kinds of meetings commonly known as:

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Definitions: When two or more persons sit together in order to solve any problem or to discuss any matter by a pervious notice, such gathering is termed as meeting. OR Gathering of two or more people by an agreement or by mutual arrangement for the discussion or for any kind of transaction relevant to the business is known as meeting.

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A.

Board of Directors Meeting Shareholders Meeting

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B.

Occasion: The BOD meeting should be held at least one in every three months and at least one for every financial year. Notice: The notice of BOD meetings such be send sewed to the directors of the company in writing within due time. Duty: It is the duty of the companys sectary to make the arrangements related to the directors meeting. The sectary prepares the agenda for the meeting. Quorum:

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A. BOARD OF DIRECTORS (BOD) MEETINGS: Directors are those persons who are appointed by the shareholders in order to run the day to day business affairs. Hence the directors are responsible for all business activities. Hence The meetings in which the directors decide the business matters or company matters are called board meetings.

The quorum of BOD meeting is four or 1/3rdof the directors whichever is more. In case of no quorum the meeting must be postponed. Special Features: I. The chairman of Board can call the meeting. II. Usually such meeting is held at the Head Office. III. A notice in writing must be sewed the directors IV. The decisions related to meeting are made with simple majority of shares. V. The company sectary writes the minutes of meeting. Objects of BOD Meetings: Usually a BOD of directors meeting is held in order to achieve any of the following objectives: I. To issue the shares of company. II. To invest companies meeting. III. To make loans of a company. IV. To allocate companys profit. V. To make call for the companys meetings. VI. To declare the profit of a company.(Interim dividend) VII. To check and approve the companys Accounts. B. SHAREHOLDERS MEETINGS: According to the Companies Ordinance 1984.There usually three kinds of company meetings also termed as shareholder meetings. a) Statutory Meeting b) Annual General Meeting c) Extra Ordinary General Meeting

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a) Statutory Meeting [Sec.157]: Meaning: Statutory meeting is the first meeting of the members of a public limited company. It is held only once in the life of a public limited company. It can be commanded by the directors only. By whom it is held: Every Registered Company is required to hold such kind of meeting. Usually Registered Companies are categorized in to the following categories: Company Limited by Shares Company Limited by Guarantee Every private limited company converted into public limited company Occasion: Such meeting must be held not less than 3months and not more than 6months from the date of Commencement of Business.

Notice: At least 21days before the notice of such meeting in writing must be send to the relevant parties. Objects of Meeting: Such kind of meeting is understand to achieve the following objectives: I. To discuss the statutory report. II. To give the idea about the working of a company.

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III. To give the detail of agreements made by the company.. IV. To introduce directors to shareholders. V. To discuss the working of a company. VI. To give the detail of use of company capital. Default in Holding Meeting: A company may be dissolved if it fails to hold such kind of meeting.

Occasion: For the very first time it is to be held within 18months from the date of Incorporation and than once every financial year. Notice: At least 21days before the notice of such meeting must be sewed in writing to every shareholder. Objectives which promote trade:

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b) Annual General Meeting[Sec.158]: Meaning: Annual general meeting is the open meeting of shareholders in which annual performance of the company is discussed. Shareholders are allowed to criticize the performance of directors in such meeting.

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Following are the main objects of Annual general meeting: I. Appointment of Auditors. II. Election of Directors. III. To declare Dividend (Final). IV. To check the Remuneration of Directors, Auditors and Managing Directors. Default: According to Companies Ordinance a company may be dissolved if it to held an annual general meeting. c) Extra Ordinary General Meeting [Sec.159]: Meaning: This kind of meeting is held for some special or any urgent kind of work. All the meetings other than the general and statutory meeting can be termed as extra ordinary general meetings.

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Objectives which promote trade: Such kinds of meetings are conducted for some special kind of changes like:

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Notice: At least 14 days before the meeting date notice must be sewed to the shareholder, if an extra ordinary resolution is to be passed than in this case 21 days before in notice writing should be sewed.

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Occasion: Such kind of meeting can be held from time to time as provided in the articles of the company.

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I. For issuing debentures. II. To alter any clause in memorandum and article of association. For reorganization the share capital of a company. III. IV. For the voluntary wind up of a company. V. To make the liability of directors unlimited. VI. To confirm the past and remuneration of directors. VII. To investigate the company affairs. VIII. To sanction additional remuneration of agents. IX. To remove the managing agents for its carelessness. X. To invest the company affairs.

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Objectives which promote trade: Following are the main objects: I. To remove directors II. To appoint new directors in replace of removed directors To voluntary wind up the company due to heavy III. liability IV. To make settlement between companys creditors V. To change article and memorandum of company

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Extra Ordinary Resolution: An extra ordinary resolution is passed by 3/4th majority of shareholder. For such kinds of resolution a 14 days notice must be held and sewed to each member

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Note: For the quorum of all kinds of meetings and resolution of company, a pewee is also considered or accounted for the present members if article permits. Conclusion: In short statuary meeting conduct once in the life of company, directors meeting 4 times in a year, annual general meeting once in a year but deals all important matters related to company, extra ordinary meeting call once in a while to settle those matters which cannot be delayed till annual general meeting. Mostly directors call these meetings.

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