UOH Handouts

According to section 396 of Companies Ordinance, a voluntary winding up of a company can also be carried under the strict registration of the court. 1.  Resolution At first, company has to pass special resolution for the voluntary winding up of the company. 2.  Supervision Order Following are the common grounds on which the court issues the supervision order: 1.  The liquidator performs his duty in partial manner. 2.  The winding up resolution is obtained by fraud. 3.  The liquidator does not strictly observe the rules of winding up the company 3.  Power of the Court The court has the power to appoint an additional liquidator, or to remove any liquidator. 4.  Dissolution After the supervision order is made, the liquidator may exercise his powers in winding up of a company.  On completion of winding up, the court will make an order that the company is dissolved. Share Capital; In simple words, the term “capital” means the particular amoun...

VOLUNTARY WINDING UP; A joint stock company may be wound up voluntarily in following two ways: 1.  By Members According to section 362 of Companies Ordinance, 1984, the members can wind up a company voluntarily under following circumstances: (i)  Expiry of Period A company may be wound up voluntarily by the members, after the expiry of period, by passing resolution in the general meeting. (ii)  Statutory Declaration If majority of directors makes a statutory declaration to registrar that the company will be able to pay its debts in full within one year. (iii)  Special or Ordinary Resolution After submitting the statutory declaration to the registrar, the company, in general meeting passes an ordinary or special resolution to wind up the company. (iv)  Appointment of Liquidators In general meeting, the company appoints liquidators to wind up the company’s affairs.  Within ten days after the appointment must be sent to registrar. (v)  Final Meetin...

DIRECTOR’S MEETINGS The members of the company elect their representatives to run the business and management of the company.  These representatives are called the directors of the company and they are different in numbers in different companies.  All the business affairs are settled with mutual consultation of all directors.  So, the meeting called for directors to discuss the policies or to take the decisions is called directors’ meeting. 1.  When is it held? This meeting must be held at least once in three months and at least four times in a year. 2.  Notice Notice of every meeting must be sent to each directors, otherwise the proceedings of the meeting may be declared void. 3.  Objects •  To allot shares •  To invest company’s fund •  To recommend dividend •  To keep reserve out of profit •  To make loans •  To appoint officers or committee •  To discuss the contracts of the company WINDING UP OF COMPANY A c...

All the general meetings other than annual general meeting and statutory meeting shall be called extraordinary general meetings.  There is no time limit for it.  It may be held from time to time 1.  Right to Call Meeting (a)  The directors of the company may call extraordinary general meeting for doing some urgent business.  (b)  This meeting can also be called by the directors, on the request of shareholders, having not less than one tenth of the voting power.  (c)  In case the directors fail to call the extraordinary general meeting within 21 days, the shareholders themselves may call the meeting.  In such, case, meeting must be held within 3 months. 2.  Notice To call the extraordinary meeting, 21 days notice is served. 3.  Procedure The shareholders have to submit their demand to the secretary of the company.  With the consultation of directors, he will arrange to call the meeting.  The company bares the expen...

ANNUAL GENERAL MEETING According to section 158 of Companies Ordinance, every company must hold an annual general meeting of its shareholders, once in a year.  The meeting provides an opportunity to evaluate and measure the efficiency of the directors and other officers in carrying out the company’s affairs. 1.  Notice A notice of annual general meeting should be sent to the shareholders, at least 21 days before the date of the meeting. 2.  Place of Meeting In case of listed company, annual general meeting should be held in town where the registered office of the company is situated. 3.  Role of shareholders The shareholders can criticize the policies of the directors and other officers and can offer suggestions for their improvement. 4.  Occasion The first meting of this nature must be held within 18 months from the date of incorporation.  The gap between two annual general meetings must not be more than 15 months. 5.  Objects The main objectiv...

Meeting: “A gathering of two or more persons by previous notice or by mutual arrangement for the discussion and transaction of some business is called meeting.”                                                                                   SHAREHOLDERS’ MEETINGS                                  AND COMPANY’S MEETING  “When the members of a company gather at a certain time and place to discuss the business and managing affairs...