CORPORATE

CORPORATE LAW
LAW
Week
Week17
17&
&18
18
Company
CompanyMeetings
Meetingsand
andWinding
WindingUp
Up

By
Muhammad Naveed Chohan

Thursday, October 19, 2023

 Company Meetings
What is meant by a Meeting?
-- A meeting may be defined as a gathering or assembly of a number of
concerned persons for transacting any lawful business--

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 Company Meetings
Company
Meetings

Members Directors Creditors

Statutory Board Debenture

Holder

Annual Committee Contributories

Extraordinary

Class

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 Company Meetings
Statutory Meeting: (Section 131)
-- First meeting of the members of a public company after its incorporation--
By Whom Held:
 Every public limited Company by Shares
 Every public limited by guarantee and having a share capital
 Every public company which is converted from private limited company
When Held:
 New company: 180 days from the date of commencement or 9 months from the date of
incorporation
 New Guarantee Company: 180 days from the date of commencement or 9 months from
the date of incorporation
 Converted company: 180 days from the date of commencement or 9 months from
the date of incorporation
How Convened:
 The board of directors
 Send notice to all members
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 Company Meetings
Purpose or Object:
 Details of formation
 Financial appeal has been successful at what extent
 Acquisition of property in exchange of shares
 Actual money received and issuance of shares
 Modification of contract
 Any other matter
Agenda:
 Consideration and approval of statutory report-Circulation of statutory
before 21 days of meeting
 Discussion on any other matter relating to formation of the company
 Modification of contract
Voting:
 Discussion
 Chairman moves the motion for approval of statutory report
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 Company Meetings
Consequences for not Holding Up:
 Penal action (fine Rs-10,000-Rs.20,000 and Rs.2000 for every day)
 Direction to registrar for holding over-due statutory meeting
 Winding up proceedings under section 301(b)

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 Company Meetings
Annual General Meeting (AGM): (Section 132)
-- Annual General Meeting is that which is convened and held every year i.e.
in in a calendar year-
By Whom Held:
 Every company shall hold AGM
When Held:
 In a calendar year and calendar year is calculated from 1 st of January to
31st December
 First AGM within 18 months from the date of its incorporation
 Subsequent in each financial year but not more than 15 months after the
holding last AGM
How Convened:
 By order of the board of directors
 Not under the instruction of any shareholder
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 Company Meetings
Purpose or Object:
 Consideration of company’s audited accounts
 Declaration of dividends
 Election of directors
 Appointment of auditors
 Any other activity
Extension in Holding:
 Can be extended 60 days
Place of Holding:
 In the town of registered office
 Commissions can allow to hold in any other city
Notice of AGM:
 To shareholders 21 days before
 Listed company publication in Urdu and English News papers
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 Company Meetings
Extra Ordinary General Meeting (EGM):
-- All general meetings of a company, other than the Statutory Meeting and
Annual General Meeting are called extraordinary general meeting-
By Whom Held:
 Any company can hold EGM
When Convened:
 There is some special business to be done
 A business can not be transacted to AGM according to Articles
 Reason of urgency
How Convened:
 21 days notice before the date of meeting
 Listed company publication in Urdu and English News papers

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 Company Meetings
I. EGM Convened by Directors:
 On its own
 Notice of EGM
 Closing of books
 Stock Exchange Intimation
 Place of meeting
 Inspection
 Minutes
 Conduct of Meeting

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 Company Meetings
II. EGM on Requisition of Members: Section 159(2)
 Requisition of members at least 10%
 Deposition requisition to registered office
 BOD shall proceed in 21 days
 Should be held within three months of the deposit of requisition
 Notice of 21 days to member is necessary
 Listed company publication in Urdu and English News papers

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 Company Meetings
III. EGM on Requisitioned:
 In 21 days BOD failed to proceed on Requisition
 Requisitionsts or a majority of them can call the meeting
 Should be held within three months of the deposit of requisition

IV. EGM Convened by Commission:

 Default in calling
 Direct calling by commission
 Give ancillary or consequential directions
 Commission may do so on application of any director, own motion or any
member

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 Company Winding Up
What is meant by a Winding Up?
-- The liquidation or winding up of a company is a proceeding in which all its
affairs are wound up, its rights and liabilities ascertained, and the claims
of its creditors paid off out of the assets of the company including the
contribution by its members to the extent to which they may be
necessary--

Modes of winding up:

 Compulsory winding up by court
 Voluntary winding up
 Winding up under the supervision of the court

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023
 Company Winding Up
 Compulsory Winding Up by Court:
 Under special resolution
 Default in delivering statutory report OR in holding statutory meeting
 Does not commence its business
 Number of members fall below the prescribed limit
 Unable to pay its debts
 Carrying unlawful or fraudulent activities
 Oppressive
 Fail to carry out directions of SECP
 Ceases to be a listed
 Opinion of the court
Who File Petition for winding up?
1. Company itself 3. Registrar
2. Contributor 4. SECP
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023
 Company Winding Up
 Voluntary Winding Up:
 Time fixed for duration come to en end
 Special resolution
Two Classes of Voluntary Winding Up?
1. Members Voluntary Winding Up
2. Creditors Voluntary Winding Up

1. Members Voluntary Winding Up:

 Company is solvent
 Company appoints liquidator for winding up
 All the powers of directors come to an end

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023
 Company Winding Up
2. Creditors Winding Up:
 Creditors meeting
 Notice
 Advertisement in the news papers in Urdu as well as in English
 Committee of inspection by the creditors

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023
 Company Winding Up
Winding Up under the Supervision of the Court
 Procedure under the supervision of the court
 Under certain terms and conditions
 Supervision Order by the court
 Restrictions by the Court
 Intervention and sanction by the court

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023
 Thanks for Patience

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