COMPANY MEETINGS

Types of Meetings:
Meetings of directors
There are two types of meetings of directors, namely:
1. board meetings which may be attended by all the directors; and
2. meetings of committee of directors in which selected directors participate to decide for
specific tasks assigned to those committees.
Meetings of members
There are two general categories of meetings of members namely:
1. General meetings in which all the members who are entitled to attend and vote at such
meetings according to articles may participate. There are three types of general meetings
namely:
o statutory meeting;
o annual general meeting; and
o extra-ordinary general meeting.
2. Class meetings (any specific class of members e.g. meeting of preference shareholders).

Statutory meeting [Section 131]

Every public company having a share capital shall hold a general meeting of the members of the
company, to be called the “statutory meeting”.
In case first annual general meeting of a company is decided to be held earlier, no statutory
meeting shall be required.
The requirement shall not apply to a public company which converts itself from a private
company after one year of incorporation.
The statutory meeting shall be held within earlier of:
o 180 days from commencement of business; or
o 9 months from the date of its incorporation.

Statutory Report:
Matters/Contents to be stated in Statutory Report
1. Total number of shares allotted (distinguish between shares allotted for cash and
otherwise than in cash). In case of allotment otherwise than in cash, consideration shall
also be discussed.
2. Total cash received against shares allotted;
3. Summary of the receipts and payments of the company (upto a date not earlier than 15
days from date of statutory report).
4. Particulars of directors, chief executive, secretary, auditors and legal advisers;
5. Particulars of contract which are to be modified with approval of members.
6. Extent of carrying out or not carrying out of underwriting contracts, along with reason of
not carrying out.
7. Particulars of commission paid against shares issued to directors, chief executive, or to
companies in which such persons are directors.
8. Company's affairs since its incorporation and the business plan.

Annual general meeting (AGM) [Section 132]:

Every company (other than single member company) shall hold an AGM within 16 months
from the date of its incorporation and thereafter once in every calendar year within a period
of 120 days following the close of its financial year. AGM is called on the order of directors
and not of the members.
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 AGM, shall be held by a period not
exceeding 30 days.
In case of listed company, AGM shall be held in the town in which the registered office of
the company is situated or in a nearest city.
However, at least 7 days prior to the date of meeting, on the demand of members residing in
a city who hold at least 10% of the total paid up capital or such other percentage as may be
specified, a listed company must provide the facility of video–link to such members enabling
them to participate in its AGM.
The notice of an AGM shall be sent to the members and every person who is entitled to
receive notice of general meetings at least 21 days before the date fixed for the meeting.
In case of a listed company, such notice shall be sent to the Commission, in addition to its
being dispatched in the normal course to members and the notice shall also be published in
English and Urdu languages at least in one issue each of a daily newspaper of respective
language having nationwide circulation.
Example 1: Suppose ABC limited is incorporated on 1st April 2020 and it opts for a
financial year end of 30th June every year. It would be required to hold its first annual
general meeting in next sixteen month time period. So it can opt to hold the first annual
general meeting till 31st July 2021. We assume that the company opted to hold the annual
general meeting on 31st July 2021. From this date onward company will be required to hold
the annual general meeting within 120 days of the close of financial year and at least once in
a calendar year. Keeping all the above in view, what shall be the latest time on which
company can hold its AGM in 2022? The next financial year will close on 30th June 2022, so
till when would the company be required to hold its AGM? It should be 28th October 2022
because it cannot wait for more than 120 days from close of financial year.
Example 2: XYZ limited, another company registered on 1st September 2020, Its financial
year closes in 30th September each year. It held its first annual general meeting on 1st
November 2021 which was well within 16 months from the date of its incorporation. What is
the latest date by which company can hold its second AGM? It must be within 120 days of
close of financial year and at least one AGM must be held in each calendar year, so latest
date should be 31st December 2022.

Extra-ordinary general meeting (EGM) [Section 133]

All general meetings of a company, other than the AGM and the statutory meeting, shall be
called extra-ordinary general meetings.
The board may at any time call an EGM to consider any matter which requires the approval
of the company in a general meeting.

If EGM is requisitioned by members:

o Requisition shall state objects of meeting, shall be signed by requisitionist(s) and
shall be filed at registered office of the company.
o 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.
o EGM will be conducted by directors or by members within 90 days of requisition,
otherwise requisition shall be expired.
Notice of EGM
The notice of EGM is required to be sent to the member’s at least 21 days before the date of
the meeting similarly as of the notice of AGM. However, in case of unlisted company, if all
the members entitled to attend and vote at any EGM so agree, a meeting may be held at a
shorter notice.