Company Management

and its Meetings

Group D

• Muhammad Huzafah 25

• Muhammad Nawaz 18

• Abdul Rehman 54

• Nasir Ghori 16

• Arif Ali 42

• Usman Nasir 12

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Company Management

• Company is owned by the number of Shareholders and Shareholders are not

involved directly in management actions.

• Company in managed by a group of persons known as Directors elected by

the Shareholders.

• Directors appoint the officers and other employs for the smooth running of

the business of the company.

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Organization Chart

Shareholders

Board of

Directors

Officers

Workers

Elect

Appoint

Hire

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Shareholders Role in Company

• The Shareholders are the real owners and base of the Company. Their capital

investment enables company to function.

• They have only one function relating the management of the company that

is to elect the Board of Directors. Who are responsible for the management

of the company.

• They have a right to vote on certain extraordinary transactions like purchase

and sale of fixed assets, winding up of a company etc.

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Rights of Shareholders

The Shareholders of a the company have following two types of the rights.

• Individual Rights

• Group Rights

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Individual Rights

The individual rights of shareholders are as under.

• He has right to attend the general meeting of the Company.

• He has right to vote in person or by proxy in the general meeting of the company.

• He can criticize the policies and can suggest in the general meeting of the company.

• He can transfer hi share freely to anybody.

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Individual Rights

• He can get dividend when the company declares it.

• He has a right to get bonus shares when the company declares it.

• He has a right to accept further shares in case of right issue.

• He can inspect records and books of accounts, as per the provision of articles of association.

• He can get the copies of memorandum and articles of association on the payment of prescribed fee.

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Individual Rights

• He has a right to collect of minutes of annual meetings on the payment of

prescribed fee.

• He has a right to receive the copy of statutory report at least 21 days before

statutory meeting.

• He has a right to share in the assets of the company on its liquidation.

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Group Rights

The following are the group rights of the shareholders as owners of the company.

• They have a right to elect and appoint the directors of the company.

• They can fix the remuneration of the directors.

• They approve the dividend as recommended by the directors in the annual general

meeting.

• They can appoint, remove and determine the remuneration of the auditor of the

company.

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Group Rights

• They can apply and approve the appointment of the investigator for investigating the business matters of the company.

• They can approve the issuance of shares at discount.

• They can approve the capitalization of profit and issuance of bonus shares.

• They can approve the conversion of shares into stock and stock into shares.

• They can approve the alteration of memorandum and articles of association.

• They can allows the directors for the sale and purchase of fixed assets of the company

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Group Rights

• They can pass the resolution for the winding up of a company.

• They can appoint the liquidator and can determine his remuneration.

• They can allow the liquidators to compromise with creditors in case of

winding up of the company.

• They can approve or reject the policies of the directors in the annual general

meeting of the company.

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Liabilities of Shareholders

The main liabilities of shareholders are as under.

• In case of company limited by Shares, the shareholders are liable upto the amount of their holdings.

• In case of company limited by guarantee, the shareholders are liable upto the amount they have guaranteed.

• They are bound to follow the decisions and resolution passed by majority of the shareholders at the meetings of the company.

• They are liable to pay the reserve capital at the time of winding up of the company.

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BOARD OF

DIRECTORS

NAWAZ

ROLL NO 18

BOARD OF DIRECTOR

• The board of director is the top management of the company and it

represent the interest of shareholder.

• The member of the board known as director can be elect by shareholder or

by the creditors.

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PROVISIONS OF THE COMPANY

ORDINANCE

• Number of member

• Term of office of directors

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ELECTION OF DIRECTORS

• Selection by the promoters

• Election by shareholder

• Selection by board of director

• Appointment by the creditors

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QUALIFICATION OF THE DIRECTOR

• Natural peson

• Shareholder of the company

• Age limit

• willingness

• Sound mind

• Not convicted by a court of law

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POWER OF THE DIRECTORS

• They can issue share

• They can issue debentures

• They can borrow money

• They can invest the fund of company

• They can pay the annual dues to the government

• They can fill the vacancies

• They can approve the bonus of the employees

• They can make loans from the funds of the company

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DUTIES OF THE

DIRECTORS

ABDUL REHMAN

ROLL NO 54

DUTIES OF THE DIRECTORS

• Comply the provision of the company ordinance

• Registration of the company

• Policy for company

• Annual meeting of the company

• Annual report of the company

• Management of the company

• Accounts of the company

• Payment dividend to shareholder

• Proper utilization of company capital

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LIABILITIES OF DIRECTORS

• General liabilities

• Criminal liability for misstatement

• Unlimited liabilities

• Liabilities for contradiction of ordinance

• Liabilities for unqualification

• Liability for irregularity in meeting

• Liabilities for negligence

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CHIEF EXECUTIVE

• The board of director appoints a full time executive amongst the director or

employee of the company , who is empowered and is responsible for

management of the business is known as chief executive.

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TERMS OF APPOINTMENT

• Eligibility

• Rights , duties and liabilities

• Removal of chief executive

• Restriction on competing business

• Special penalty

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MEETING OF THE

COMPANY

NASIR GHORI

ROLL NO 16

MEETING OF THE COMPANY

• When two or more people gather to discuss some matter in order to reach a

decision ,, it is known as meeting.

• Meetings of the company are of two types:

• Meeting of the board of directors.

• Meeting of the shareholder.

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MEETING OF THE BOARD OF DIRECTORS

• The business of the company is managed and controlled by thee group of

person , which is known as board of director.

• When meeting is held by directors , then such meeting is called board

meeting or meeting of the directors.

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PURPOSES OF BOARD FIRST MEETING

• Selection of chairman.

• Appointment of company legal advisor.

• Appointment of auditor.

• Nomination of company banker.

• Approval of company seal.

• Registered office of company.

• Allotment of share of the company.

• Approval of preliminary expense.

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PURPOSE OF REGULAR MEETING

• Matter arise from previous meeting.

• To make call for unpaid capital of the company.

• Formation of different committees.

• To make loans for the company.

• To fill the casual vacancy of the directors.

• To approve the account of the company.

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EXTRA-ORDINARY

GENERAL MEETING

USMAN NASIR

ROLL NO 12

EXTRA-ORDINARY GENERAL

MEETING

• Any general meeting of the company except the annual general meeting and

statutory meeting is known as extra ordinary general meeting.

• The directors of the company director of the company themselves or on the

requisition of the shareholders may call at any time an extra ordinary general

meeting to discuss any mater.

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FEATURES OF EXTERA ORDINARY

MEETING

• Section 159 of the companies Ordinance 1984.

• Requisition of the share holder.

• Public and private limited companies.

• Limited companies.

• Director fail to call the meeting.

• Chairman of the Board of director.

• The matter discussed in the meeting.

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PURPOSE OF EXTERA ORDINARY

MEETING

• Get approval of the assuance of the debentures.

• Bring change in the articles and memorandum of association

• Bring change in the authorized Capital of the company.

• To discuss any other matter.

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ESSENTIALS OF THE COMPANY

MEETING

• Company is controlled and managed by group of natural persons known as

the director . To discuss the matters of the Company, a meeting is held

between directors and shareholder and some time creditor also.

• Essential element of the company meeting are given below:

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CONVEYER OF THE MEETING

• The person who calls the meeting or is responsible to call the meeting is

known as convener of the meeting.

• In company case ,all the meeting are called by directors of the company.

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NOTICE OF THE MEETING

• Official information to the members to attend the meeting and it contain

date , place and time of meeting.

• It is served 21 days before the date of the meeting and advertised in

newspaper.

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AGENDA OF THE MEETING

• Agenda is the list of matters ,which are to be discussed in the meeting.

• It is sent to the members of meeting with the notice of the company.

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QUORUM

• A quorum is the strength of the member ,which is compulsory for the

meeting .

• If the quorum is not present , the meeting cannot be held.

• If meeting is held without quorum ,their decisions are invalid.

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CHAIRMAN

• According to section 160, board of directors elects any of the directors to be

the chairman and is empowered to preside the meeting of the director and

shareholder.

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VOTING RIGHTS

• In the meeting , the decision are made by majority of the members of the

meeting and it is determined by voting right.

• Voting right is proportionate to the paid up value of share.

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PROXIES

• If a person is absent and he appoint another person to vote at the meeting

of the company ,then the appointed person shall have such rights of

speaking and voting at the meeting.

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ADGOURNMENT OF THE MEETING

• The adjournment of the meeting means the end of meeting for the purpose

of recalling it on another day.

• The resolution passed in the adjourned meeting has the same legal position

as passed in the original meeting.

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MINUTES OF MEETING

• The minutes of meeting means the record of the work done in the meeting.

• It contains all the proceeding of the meeting.

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RESOLUTIONS

• The resolution is the formal decision of the meeting passed by simple

majority of votes of the member of the meeting.

• The procedure of the meeting is starts from notice and ends at what decision

is made.

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