Notice of Resolution Sec 140

o The notice of a general meeting of a company shall state the general nature
of each business proposed to be considered and dealt with at a meeting
o In case of special resolution, accompanied by the draft resolution

Notice of resolution by members

o The members having not less than 5% voting power in the company may
give notice of a resolution.
o Such resolution together with the supporting statement shall be sent to the
company at least 10 days before the date of meeting, and
o the company shall forthwith circulate such resolution to all the members.

Notice of resolution by members for EOGM

o in the case of a meeting requisitioned by the members, Such resolution shall
be sent to the company together with the requisition for the meeting;
Proxies Sec 137
o A member of a company entitled to attend and vote at a meeting of the
company may appoint another person as his proxy to exercise all or
any of his rights to attend, speak and vote at a meeting.

o unless the articles of a company otherwise provide, this section shall

not apply in the case of a company not having a share capital;

o a member shall not be entitled to appoint more than one proxy to

attend any one meeting;

o if any member appoints more than one proxy for any one meeting and
more than one instruments of proxy are deposited with the company,
all such instruments of proxy shall be rendered invalid; and

o a proxy must be a member unless the articles of the company permit

appointment of a non-member as proxy.

o every notice of a meeting of a company shall prominently set out the

member's right to appoint a proxy and the right of such proxy to
attend, speak and vote in the place of the member at the meeting and
every such notice shall be accompanied by a proxy form.
o The instrument appointing a proxy shall
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing
(c) if the appointer is a body corporate be signed by an officer or an attorney
duly authorised by it.

o The proxies must be lodged with the company not later than 48 hours before
the time for holding a meeting and any provision to the contrary in the
company's articles shall be void.

o The members or their proxies shall be entitled to do any or all the following
things in a general meeting, namely-
(a) demand a poll on any question; and
(b) on a question before the meeting in which poll is demanded, to abstain from
voting or not to exercise their full voting rights; and
(c) any provision to the contrary in the articles shall be void.

o Every member entitled to vote at a meeting of the company shall be entitled

to inspect during the business hours of the company all proxies lodged with
the company.

o The provisions of this section shall apply mutatis mutandis to the meeting of
a particular class of members as they apply to a general meeting of all the
members.
Quorum of general meeting. Sec 135
o The quorum of a general meeting in the case of a public listed company
shall be

i. not less than ten members

ii. present personally, or through video-link
iii. who represent not less than 25% of the total voting power

unless the articles provide for a larger number.

o The quorum of a general meeting in the case of other than listed company
having share capital, shall be

i. two members
ii. present personally, or through video-link
iii. who represent not less than 25% of the total voting power

unless the articles provide for a larger number.

o The quorum of a general meeting In the case of a company not having

share capital, as provided in the articles
Quorum of general meeting remains absent

o No business shall be transacted at any general meeting unless a quorum

of members is present at that time when the meeting proceeds to
business.

o If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting,
i. if called upon the requisition of members, shall be dissolved;
ii. in any other case, it shall stand adjourned to the same day in the next
week at the same time and place.

o if at the adjourned meeting a quorum is not present within half an hour

from the time appointed for the meeting, the members present
(personally or through video-link being) not less than two shall be a
quorum, unless the articles provide otherwise.

o Any contravention or default in complying with requirement of this

section shall be an offence liable-
(a) in case of a listed company, to a penalty of level 2 on the standard scale;
and
(b) in case of any other company, to a penalty of level 1 on the standard scale.
o The chairman of the board shall preside as chairman at every general
meeting of the company.

o If
a) there is no such chairman, or
b) at any meeting he is not present within 15 minutes after the time
appointed for holding the meeting, or
c) is unwilling to act as chairman,
any one of the directors present may be elected to be chairman.

o if none of the directors is present or is unwilling to act as chairman the

members present shall choose one of their member to be the chairman.
Resolution
A resolution is a formal way in which a company can note decisions that are
made at a meeting of company members.
There are two types of resolutions: ordinary and special.

Ordinary resolution Sec 2(46)

means a resolution passed by a simple majority (for example more than 50%
of the vote) of members of the company entitled to vote.
Members may present in person or by proxy or exercise the option to vote
through postal ballot at a general meeting;

Special resolution Sec 2(66)

o Means a resolution which has been passed by a majority of not less than
three-fourths (at least 75% of the vote) of such members of the company
entitled to vote as are present in person or by proxy or vote through postal
ballot at a general meeting

o Notice specifying the intention to propose the resolution as a special

resolution shall be delivered to such members at least 21 days before hold
such meeting.
o a resolution may be proposed and passed as a special resolution at a
meeting of which less than 21 days notice was served if
a) In case of listed companies, commission so allows and
b) In case of other companies if all members so agree
Conduct of meeting Sec 134
o Members of a company may participate in the meeting personally, through video-
link or by proxy.

o In the case of a company having a share capital, every member shall have votes
proportionate to the paid-up value of the shares held by him.

o Any member holding shares or other securities carrying voting rights shall not be
debarred from casting his vote, nor shall anything contained in the articles have
the effect of so debarring him.

o In the case of a company limited by guarantee and having no share capital, every
member thereof shall have one vote.

o On a poll, votes may be given either personally or through video-link or by proxy

or through postal ballot in a manner and subject to the conditions as may be
specified.

Postal ballot Sec 2 (47)

o means voting by post or through any electronic mode
o Voting through postal ballot shall be subject to the provision in the articles of
association of a company, save as otherwise provided in Companies Act 2017;

Secret ballot
a method of voting in which each person writes their choice on a piece of paper so
that no one else knows how they have voted
Voting to be by show of hands in first instance. Sec 141
o Unless a poll is demanded, at any general meeting a resolution put to the
vote of the meeting shall be decided on a show of hands.

Declaration by chairman on a show of hands. Sec 142

o On a vote on a resolution at a meeting on a show of hands, a declaration by
the chairman that the resolution
(a) has or has not been passed; or
(b) passed unanimously or by a particular majority;
is conclusive evidence of that fact without proof of the number or proportion of
the votes recorded in favour of or against the resolution.

o An entry in respect of such a declaration in minutes of the meeting is also

conclusive evidence of that fact without such proof.
Demand for poll. Sec 143
o Before or on the declaration of the result of the voting on any resolution on a
show of hands, a poll
a) may be ordered to be taken by the chairman of the meeting of his own
motion, and
b) shall be ordered to be taken by him on a demand made in that behalf by the
members having not less than one-tenth of the total voting power.

o Member may present in person or through video-link or by proxy, where

allowed.

o The demand for a poll may be withdrawn at any time by the members who
made the demand.

Poll through secret ballot. Sec 144

o when a poll is demanded on any resolution, it may be ordered to be taken by
a) the chairman of the meeting by secret ballot of his own motion, and
b) shall be ordered to be taken by him on a demand made in that behalf by the
members having not less than one-tenth of the total voting power.
Time of taking poll. Sec 145
o A poll demanded
a) on the election of a chairman or on a question of adjournment shall be taken
forthwith and
b) a poll demanded on any other question shall be taken at such time, not more
than 14 days from the day on which it is demanded, as the chairman of the
meeting may direct.

o When a poll is taken,

i. the chairman or
ii. his nominee and
iii. a representative of the members demanding the poll
shall scrutinize the votes given on the poll and the result shall be announced by
the chairman.

o The chairman shall have power to regulate the manner in which a poll shall be
taken.

o The result of the poll shall be deemed to be the decision of the meeting on the
resolution on which the poll was taken.
Passing of resolution by the members through circulation.
Sec 149
o The members of
a) a private company or
b) a public unlisted company

may pass a resolution by circulation signed by all the members for the time being
entitled to receive notice of a meeting.

o Any resolution passed shall be as valid and effectual as if it had been passed
at a general meeting of the company duly convened and held.

o A resolution shall not be deemed to have been duly passed, unless the
resolution has been circulated, together with the necessary papers, if any, to
all the members.

o A members‘ agreement to a written resolution, passed by circulation, once

signified, may not be revoked.

o A resolution shall be noted at subsequent meeting of the members and made

part of the minutes of such meeting.
Resolutions passed at adjourned meeting. Sec 146
o Where a resolution is passed at an adjourned meeting of
(a) a company;
(b) the holders of any class of shares in a company;
(c) the board; or
(d) the creditors of a company;
the resolution shall, for all purposes, be treated as having been passed on
the date on which it was in fact passed, and shall not be deemed to have
been passed on any earlier date.
Power of the Court to declare the proceedings of a general
meeting invalid Sec 136

o The Court may, on petition by members by member holding at least 10%

voting power, declare proceedings of a general meeting or part thereof
invalid and direct holding of a fresh general meeting.

o Petition shall be made within 30 days of the impugned meeting.

o Petitioner shall prove to the court they were prevented from using
effectively their rights by reason of a material defect or omission in the
notice or irregularity in the proceedings of the meeting.

o the accidental omission to give notice to, or the non-receipt of notice by,
any member shall not invalidate the proceedings at any meeting Sec 134(a)
Power of Commission to call meetings Sec 147
o If default is made in holding the statutory meeting, annual general meeting
or any extraordinary general meeting the Commission may, call, or direct the
calling of, the said meeting of the company in such manner as the
Commission may think fit.

o Commission may give above directions either

1) of its own motion or
2) on the application of any director or
3) member of the company.

o Commission may give such ancillary or consequential directions as the

Commission thinks expedient in relation to the calling, holding and
conducting of the meeting and preparation of any document required with
respect to the meeting.

o The directions may include a direction that one member of the company
present in person or by proxy shall be deemed to constitute a meeting.

Punishment for default Sec 148

o If any person makes default in holding a meeting of the company in
accordance with section 147 or in complying with any directions of the
Commission, shall be liable to a penalty of level 3 on the standard scale.
Filing of resolution. Sec 150
o Every special resolution passed by a company shall, within 15 days from the
passing thereof, be filed with the registrar duly authenticated by a director or
secretary of the company.

o Where articles have been registered, a copy of every special resolution for the
time being in force shall be embodied in or annexed to every copy of the articles
issued after the date of the resolution.

o A copy of every special resolution shall be forwarded to any member at his

request on payment of such fee not exceeding the amount as the company may
determine.

o Any contravention or default in complying with requirement of this section

shall be an offence liable to a penalty of level 1 on the standard scale.

Records of resolutions and meetings. Sec 151

o Every company shall keep records of-
(a) copies of all resolutions of members passed otherwise than at general
meetings; and
(b) minutes of all proceedings of general meetings along with the names of
participants, to be entered in properly maintained books.
o Minutes recorded if purporting to be authenticated by the chairman of the
meeting or by the chairman of the next meeting, shall be the evidence of the
proceedings at the meeting.

o Until the contrary is proved, every general meeting of the company in respect
of the proceedings whereof minutes have been so made shall be deemed to
have been duly called, held and conducted.

o The records must be kept at the registered office of the company from the date
of the resolution, meeting or decision simultaneously in physical and electronic
form and it shall be preserved for at least 20 years in physical form and
permanently in electronic form.

o Any contravention or default in complying with requirement of this section

shall be an offence liable to a penalty of level 1 on the standard scale.
Inspection of records of resolutions and meetings. Sec 152

o The books containing the minutes of proceedings of the general meetings shall
be open to inspection by members without charge during business hours,
subject to such reasonable restrictions as the company may by its articles or in
general meeting impose so that not less than two hours in each day be allowed
for inspection.

o Any member shall at any time after seven days from the meeting be entitled to
be furnished, within seven days after he has made a request in that behalf to
the company, with a certified copy of the minutes of any general meeting at
such charge not exceeding the amount as may be fixed by the company

o If any inspection required is refused, or if any copy is not furnished within the
time specified therein, the person guilty of an offence shall be liable to a penalty
of level 1 on the standard scale, and the registrar may direct immediate
inspection or supply of copy, as the case may be.
Representation of body corporate or corporation at meetings. Sec 138
o A body corporate or corporation which is a member of another company may, by
resolution of its board or other governing body authorise an individual to act as
its representative at any meeting of that other company, and the individual so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents.
o A body corporate or corporation which is a creditor of another company may, by
resolution of its board or other governing body authorise an individual to act as
its representative at any meeting of the creditors of that other company held in
pursuance of this Act or any other meeting to which it is entitled to attend in
pursuance of the provisions contained in any instrument and the person so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents.
Representation of Federal Government at meetings of companies. Sec
139
Being a member of the company the Federal Government or Provincial Government
may appoint any person to act as its representative at:
i. any meeting of the company; or
ii. any meeting of any class of members of the company.
Such person shall be deemed to be a member of such company and he shall be
entitled to exercise the same rights and powers, including the right to appoint proxy,
which the Federal Government or the Provincial Government has as a member of the
company.
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