Академический Документы
Профессиональный Документы
Культура Документы
Company Meeting:-
Definition:-
“A company may be defined as a gathering of two or more persons by a
previous notice or by mutual arrangement. For the discussion and transaction of
some business”.
Types:-
(i). Statutory Meeting
(ii).Annual General Meeting
(iii). Extra Ordinary General Meeting.
1.Statutory Meeting:- (Section-157)
Every company limited by shares and every company limited by guarantee and
having a share capital must hold a statutory meetings of the members of the company
within a period of not less then and not more then 6 months, from the date of
entitlement of company to commence business. At least twenty one (21) before
meeting a report called statutory report must be sent to every share holder and there
after forthwith to the registrar.
(i).Statutory Report:-
Future and current business plans and changes in those plans should be put before
members in statutory meetings.
Distinguishing Features Of Statutory Meetings Are As Follows:-
If default is made holding such meeting in SECP on application of any member of the
Company call or direct recalling of general meetings.SECP in case of a listed company and
Registrar in case of private or other companies may extend the time for holding such meeting.
No extension of time guaranteed to any company in the first meeting. An ordinary meeting is
Meeting which by the ordinance and the article of association of company must be held
Periodically. As a general rule ordinary general meeting are conviened by directors passing a
Resolution at a dully constituted meeting of the board ordering that the necessary notices
Be issued.
Section 158 provide that every company shall hold a general meeting as its
Annual general meetings. Annual general meeting is to be call by the orders of directors and
Not under the instruction of any individual shareholders’ notice convenied this meeting
Is to be given to every member at least twenty on days (21) before meeting.
COMPANY RESOLUTION:-
2.Resolution:-
Resolution may be defined as “the formal decision o f meeting or any motion or
Proposal before it, there are four kinds of resolution which may be deal by general meeting”.
(i).Ordinary Resolution.
(ii).Extra Ordinary Resolution
(iii).Special Resolution
(iv).Resolution requiring a specified majority or (Class Resolution)
1.Ordinary Resolution:-
A resolution shall be an ordinary resolution when the votes cost, in favor of resolution
By the members present in person or where the proxies are allowed by proxy, exceed the board. If
Any which are cost against the resolution such a resolution is passed by a simple majority of votes of
Members, or by the proxy.
3.Special Resolution:-
It is also passed at general meeting. It has followed contents.
(i).When not less than 21 days notice has been given.
(ii).When notice specifies the intention to proposed the resolution as a special resolution.
(iii).By a majority of the ¾ th of such members entitle to vote as present in person or by proxy.
(iv). If all the members entitle to attend and vote as any such meeting so agree, a resolution may
Be proposed and passed as a special resolution.
(v).It is required to carry out any of the following:
Winding Up Of Company
(1).The winding up to company may be either by the court.
(2).Voluntarily which may be gain
(a).Member’s voluntarily up
(b).Creditors voluntarily winding up.
(3).Subject to supervision of court. These various winding up differ from each other as regards.
(i).The ground for winding up.
(ii).Commencement and effect of winding up.
(iii).Effect on the power of directors.
(iv).Appointment and powers of liquidators.
(v).Dissolution of the company.
Section 305 provides that a company from and registered under companies ordinance
May be bound up by a court if
(i).It has by special resolution. Resolution to wound up by court.
(ii).In case of a public company default is made:
(a).Delivering the statutory report to registrar.
(b).In holding statutory meeting
(c ).In holding any two consecutive.
OR It does not
(a).Commence business with in a year of its incorporation.
(b).Suspends business for a whole year.
(iii).The number of members is reduced in case.
(a).A public company below seven(7).
(b).In case of private company below two (2).
(iv).It is unable to pay it’s debts.
(a).It is conceived and involve in lawful or fraudulent business.
(b).Carrying on business that is authorized by MOA conducting it’s business in a
manner that is against the members or person concerned with the formation or
minority shareholders.
(c) .Run and manage by a personal who fails to maintain to profits or commit fraud.
(d).Managed by person who refuses to act in accordance with the MOA or AOA’s or
fails to carry out directions of court.
(e).It ceases to be listed company.
(f).The court is of opinion that it is right that company should be wound up.
To obtain winding up by court a petition must be presented to the high court, where
High court must make an order for winding up.It may direct all the subsequent proceeding to be had in
District court and the high court may transfer the proceeding to any district court having jurisdiction to
Wind up of company. A wind up petition may be presented by:
(i).Company (ii).Creditors
(iii).Contributory (iv).Registrar.
(a).The membership is reduced below 7 in case of public company and below two in case of private
Company.
(b).His shares were either originally have allotted to him or have held by him and registered in his
Name for at least six (6) months during the eighteen months before the commencement of winding
Up.
Registrar of company is not entitled to present a petition except:
(i).On the ground that from financial condition of company as disclosed in the balance sheet or from
The inspector appointed under section 263.It appears that company is unable to pay its dents.
(ii).Unless previous section of the corporate law commission has been obtained to the presentation
Of petition.
(iii).Share holder alone is entitle to present a petition for winding up on the ground of default for not
Filling statutory meeting, and then only after the expiration of fourteen days.
(iv).After the last day on which meeting ought to have been held. Court may direct instead the company
Be wounded up, give directors for statutory report be submitted or statutory been held.
Power to wind up the company voluntarily is a statutory right, which can not be excluded by any
Provision in the articles.
An unregistered company can not winding up voluntarily under the ordinance.
Railway, there are no share holders.
Advantages:-
It has many advantages over the compulsory winding up.
(A).There is no need to accomplish many formalities which are required in case of compulsory
Winding up.
A voluntarily winding up shall be deemed to commenced in the time of passing of the resolution for
Voluntarily winding up.
Where a company is being wound up voluntarily a petition for its winding up may be
Presented by any person authorized to do so.
Note: - In case of voluntarily winding up the members will submit the prove of solvency that they pay
All the debts.
Prospectus
After the receive of certificate of incorporation from the registrar of company, the promoters of public
Companies invite the public and financial institutions to subscribe to the capital of the company. This
Notice advertisement, inviting offers for the subscription to the share capital of company is called
As “prospectus”.
(i).To brings to the notice of public that a new company has been formed.
(ii).To convince those who have saving to invest about the geneunious and its future plans /prospectus.
(iii).To keeps authenticated records of the conditions in which capital has been raised.
(iv).To secure that the directors of company accept the responsibilities for statements in prospectus.
CONTENTS OF PROSPECTUS:-
Capital Structure:-
The main information under this heading are the cost of the project means of financing
Of projects, utilities like water supply, water nature of products etc.
(f).Financial Information:
a. Auditor’s Report
b. Share holder equity & liability
c. Auditors certificates on share capital.
General Information:-
(a).Appointment of chief executive.
(b).Election of directors.
(c) .Powers of directors.
(d). Voting rights.
(e).Transfer of shares.
(f).Quorum of general meeting.