Annual general meeting

2024 CLD 1266 ISLAMABAD Judicial Precedent

S.135(1)Trade Organizations Act (II of 2013), Ss.14(1) & 14(3)(g)Trade Organizations Rules, 2013, R.6(1)(h)Pakistan Poultry AssociationAnnual General Meeting

Holding of adjourned Annual General Meeting (AGM) of Pakistan Poultry Association (PPA) on the same day without following the law and required quorum

Jurisdiction of Directorate General Trade Organization (DGTO) to issue direction to call AGM of PPA and to take cognizance of complaint filed by respondent

Scope

High Court ruled that DGTO had jurisdiction to take cognizance of respondent's complaint regarding non-compliance of the requirements of proviso to S.135(1) of the Companies Act by PPA

Provisions of Trade Organization Act, 2013 (2013 Act), give far-reaching powers to DGTO to oversee the activities and functions of a trade organization to ensure that they remain compliant with provisions of 2013 Act and 2013 Rules as well as the terms and conditions of their licences

Section 14(1) of 2013 Act provides inter alia that the affairs of a registered trade organization shall be managed and conducted in such manner as the Regulator may direct from time to time

Section 14(3)(g) of the 2013 Act empowers the Regulator to give directions to trade organizations in matters concerning 2013-Act or any rules or directives, made thereunder

Registered Trade Organization is required to conduct its affairs in accordance with and remain compliant with the requirements of the Companies Act, 2017

Directorate General Trade Organizations (DGTO) did not commit any illegality by requiring PPA to call an AGM in accordance with the law

Constitutional petition was dismissed accordingly.

2021 CLD 134 KARACHI-HIGH-COURT-SINDH Judicial Precedent

Ss. 136, 131, 132 & 133Meetings and proceedings of companyStatutory meeting of companyAnnual General MeetingExtraordinary General MeetingPower of the court to declare the proceedings of a general meeting invalidScope

Section 136 of Companies Act, 2017 provided two sets of remedies, first of which related to "material defect or omission" in notice of a meeting

In the present case, petitioner under S. 136 of Companies Act, 2017 ought to approach court as soon as such notice was issued and before such meeting took place, however there existed no bar to impugning such notice subsequent to the meeting being held

Principles.

2017 CLD 1237 ISLAMABAD Judicial Precedent

Ss. 33 & 34Companies Ordinance (XLVII of 1984), Ss. 78A, 158, 170 & 180Annual General MeetingRestraining orderDispute was with regard to transfer of shares at forthcoming Annual General Meeting

Respondent company invoked provision of S. 78A of Companies Ordinance, 1984 and finally Appellate Bench of Securities and Exchange Commission of Pakistan in exercise of powers under S. 34 of Securities and Exchange Commission of Pakistan Act, 1997, passed injunctive order restraining appellant company from holding Annual General Meeting

Validity

Commission was not empowered to restrain appellant company from holding its Annual General Meeting on the analogy of powers vested under Ss. 170 & 180 of Companies Ordinance, 1984

Provisions of S. 158 of Companies Ordinance, 1984, were mandatory, particularly the timelines prescribed therein and the same could not be rendered ineffective nor an order be passed having effect of suspending statutory provisions

What could not be done directly could also not be done indirectly

High Court set aside injunctive order passed by Appellate Bench of Securities and Exchange Commission of Pakistan

Appeal was allowed accordingly.

2016 CLD 1049 ISLAMABAD Judicial Precedent

S. 160-AAnnual general meetingInvalid proceedingsPrinciplesGrievance of the petitioner company was that proceedings of the annual general meeting held on 30-4-2015 were invalidValidity

Every company incorporated under Companies Ordinance, 1984, had a statutory duty to hold annual general meeting at least once in every calendar year

Rights of members included giving of a notice i.e., informing that meeting would be held and containing information or contents as prescribed in such regard, existence of quorum for a meeting, to attend the meeting, to speak and vote on a resolution in person or through a proxy

Materiality of omission or defect in a notice or irregularity in proceedings of meeting was in the context of such rights of members

Petitioner was not able to identify any defect or omission in the notice which could be treated as material and would render the meeting held on 30-4-2015 as invalid

Petitioner was not able to demonstrate that even if there was any omission or defect in the notice then either its rights were prejudiced by such omission or defect or it was prevented from effectively exercising its rights

High Court declined to interfere in the matter

Petition was dismissed in circumstances.