1. COMPANY LAW REPORT ON:
MEETINGS
SUBMITTED TO:
M.Z KAYANI
SUBMITTED BY:
IFIKHAR NABI (12803)
M.USMAN ADIL (12843)
ALI MUHAMMAD (13192)
MUHAMMAD UMAIR
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LETTER OF ACKNOWLEDGEMENT
Dear Reader:
It has been an honor for us to prepare a report on MEETINGS which was assigned to us by Mr. Z.Y
KAYANI without his rich guidance such a report would not have been any easy task to achieve.
We would like to thank Mr. Z.Y KAYANI for providing us valuable information that helped us to complete
this report.
We would again like to take this opportunity and express our acknowledgement distinctly to Mr. Z.Y
KAYANI for directing us about the technical aspects of the report and we express sincere gratitude to
our parents for their continuous support throughout the preparation of this report
Regards:
MUHAMMAD USMAN ADIL
ALI MUHAMMAD
MUHAMMAD UMAIR
IFTIKHAR NABI
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Contents
Statutory meeting of company: According to section 157 ........................................................................... 4
ANNUAL GENERAL MEETING: ....................................................................................................................... 7
ANNUAL GENERAL MEETING: ....................................................................................................................... 8
Calling of extra ordinary general meeting .................................................................................................... 9
Calling of extra ordinary general meeting .................................................................................................. 10
160-A. Circumstances in which proceedings of a General Meeting may be declared invalid .................... 13
161. Proxies. – ........................................................................................................................................... 14
A sample of proxy form is given below: ...................................................................................................... 16
AGM Sample Proxy Form................................................................................................................... 16
162. Representation of corporations at meetings of companies and of creditors. – ............................... 17
163. Representation of Federal Government, etc., at meetings of Companies. ....................................... 17
164. Notice of resolution. - ....................................................................................................................... 18
165. Voting to be by show of hands in first instance. ............................................................................... 18
166. Chairman’s declaration of result of voting by show of hands to be evidence.- ............................... 19
167. Demand for poll.- .............................................................................................................................. 19
168. Time of taking poll. –.......................................................................................................................... 20
169. Resolution passed at adjourned meeting. – ..................................................................................... 21
170. Power of [Commission] to call meetings. –....................................................................................... 21
171. Penalty for default in complying with the directions of the [Commission] for holding the meeting:
.................................................................................................................................................................... 22
172. Filing of resolution, etc.- ..................................................................................................................... 22
173. Minutes of proceedings of general meetings and directors.- ........................................................... 23
Sample Minutes of Meeting to Adopt Investment Strategy for SMSF ....................................................... 24
AS TRUSTEE FOR THE .................................................................................................................................. 24
PRESENT: [insert the names of the directors of the trustee company [OR] the names of
the individual trustees] ......................................................................................................................... 24
CASE LAW: ................................................................................................................................................... 26
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Statutory meeting of company: According to section 157
Every company limited by shares and every company limited by guarantee and having a share
capital shall, within a period of not less than three months, nor more than six months, from the
date at which the company is entitled to commence business, hold a general meeting of the
members of the company, which shall be called "the statutory meeting".
(2) The directors shall, at least twenty-one days before the date on which the meeting is held,
forward a report, in this Ordinance referred as "the statutory report", to every member.
(3) The statutory report shall be certified by not less than three directors, one of whom shall be
the chief executive of the company, and shall state-
(a) the total number of shares allotted, distinguishing shares allotted otherwise than in cash,
and stating the consideration for which they have been allotted;
(b) the total amount of cash received by the company in respect of all the shares allotted;
(c) an abstract of the receipts of the company and of the payments made there out up to a date
within seven days of the date of the report, exhibiting under distinctive headings the receipts of
the company from shares and debentures and other sources, the payments made there out,
and particulars concerning the balance remaining in hand, and an account or estimate of the
preliminary expenses of the company showing separately any commission or discount paid or
to be paid on the issue or sale of shares or debentures;
(d) the names, addresses and occupations of the directors, chief executive, secretary, auditors
and legal advisers of the company and the changes, if any, which have occurred since the date
of the incorporation;
(e) the particulars of any contract the modification of which is to be submitted to the meeting
for its approval, together with the particulars of the modification or proposed modification;
(f) the extent to which underwriting contracts, if any, have been carried out and the extent to
which such contracts have not been carried out, together with the reasons for their not having
been carried out; and
(g) The particulars of any commission or brokerage paid or to be paid in connection with the
issue or sale of shares to any director, chief executive, secretary or officer or to a private
company of which he is a director.
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(4) The statutory report shall also contain a brief account of the state of the company's affairs
since its incorporation and the business plan, including any change or proposed change
affecting the interest of shareholders and business prospects of the company.
(5) The statutory report shall, so far as it relates to the shares allotted by the company, the
cash received in respect of such shares and to the receipts and payments of the company, be
accompanied by a certificate of the auditors of the company as to the correctness of such
allotment, receipt of cash, receipts and payments.
(6) The directors shall cause at least five copies of the statutory report, certified as aforesaid,
to be delivered to the registrar for registration forthwith after sending the report to the
members of the company.
(7) The directors shall cause a list showing the names, occupations, nationality and addresses
of the members of the company, and the number of shares held by them respectively, to
beproduced at the commencement of the meeting and to remain open and accessible to any
member of the company during the continuance of the meeting.
(8) The members of the company present at the meeting shall be at liberty to discuss any
matter relating to the formation of the company or arising out of the statutory report, whether
previous notice has been given or not, but no resolution of which notice has not been given in
accordance with the articles may be passed.
(9) The meeting may adjourn from time to time, and at any adjourned meeting any resolution
of which notice has been given in accordance with the articles, either before or after theoriginal
meeting, may be passed, and an adjourned meeting shall have the same powers as an original
meeting.
(10) If a petition is presented to the Court in manner provided by Part Xl for winding up the
company on the ground of default in filing the statutory report or in holding the statutory
meeting, the Court may, instead of directing that the company be wound up, give directions for
the statutory report to be filed or a meeting to be held, or make such other order as may be
just.
(11) In the event of any default in complying with the provisions of any of the preceding
subsections, the company and every officer of the company who knowingly and willfully
authorises or permits such default shall be liable,-
(a) if the default relates to a listed company, to a fine not less than ten thousand rupees and
not exceeding twenty thousand rupees and in the case of a continuing default to a further fine
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not exceeding two thousand rupees for every day after the first during which the
defaultcontinues; and
(b) if the default relates to any other company, to a fine not exceeding five thousand rupees
and in the case of a continuing default to a further fine not exceeding two hundred rupees
forevery day after the first during which the default continues.
(12) This section shall not apply to a private company but if any such private company is
converted into a company of either of the classes mentioned in sub-section
(1), this section shall become applicable thereto and a reference in that sub-section to the date
of commencement of business shall be construed as a reference to the date of such conversion.
[(13) The provisions of this section shall not apply to a public company which converts itself
from a private company after one year of incorporation.]
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ANNUAL GENERAL MEETING:
SEC 158. Annual general meeting. - (1) Every company shall hold, in addition to any other
meeting, a general meeting, as its annual general meeting, within eighteen months from the
date of its incorporation and thereafter once at least in every calendar year within a period of
*[four] months following the close of its financial year and not more than fifteen months after
the holding of its last preceding annual general meeting:
Provided that, in the case of a listed company, the Commission, and, in any other case, the
registrar, may for any special reason extend the time within which any annual general meeting,
not being the first such meeting, shall be held by a period not exceeding **[thirty] days.
(2) An annual general meeting shall, in the case of a listed company, be held in the town in
which the registered office of the company is situate:
Provided that the Commission, for any special reason, may, on the application of such
company, allow the company to hold a particular meeting at any other place.
(3) The notice of an annual general meeting shall be sent to the shareholders at least twenty
one days before the date fixed for the meeting and, in the case of a listed company, such
notice, in addition to its being dispatched in the normal course, shall also be published at least
in one issue each of a daily newspaper in English language and a daily newspaper in Urdu
language having circulation in the Province in which the stock exchange on which the company
is listed is situate.
(4) If default is made in complying with any provision of this section, the company and every
officer of the company who is knowingly and willfully a party to the default shall be liable,-
(a) if the default relates to a listed company, to a fine not less than [fifty] Thousand rupees and
not exceeding [five hundred] thousand rupees and to a further fine not exceeding two
thousand rupees for every day after the first during which the default continues; and
(b) if the default relates to any other company, to a fine not exceeding [one hundred] thousand
rupees and to a further fine not exceeding [five] hundred rupees for every day after the first
during which the default continues.
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Calling of extra ordinary general meeting
(1) All general meetings of a company, other than the annual general meeting referred to in
section 158 and the statutory meeting mentioned in section 157, shall be called extraordinary
general meetings.
(2) The directors may at any time call an extraordinary general meeting of the company to
consider any matter which requires the approval of the company in a general meeting, and
shall, on the requisition of members representing not less than one tenth of the voting power
on the date of the deposit of the requisition, forthwith proceed to call an extraordinary general
meeting.
(3) The requisition shall state the objects of the meeting, be signed by the requisitionists and
deposited at the registered office of the company, and may consist of several documents in like
form, each signed by one or more requisitionists.
(4) If the directors do not proceed within twenty-one days from the date of the requisition
being so deposited to cause a meeting to be called, the requisitionists, or a majority of them in
value, may themselves call the meeting, but in either case any meeting so called shall be held
within three months from the date of the deposit of the requisition.
(5) Any meeting called under sub-section (4) by the requisitionists shall be called in the same
manner, as nearly as possible, as that in which meetings are to be called by directors.
(6) Any reasonable expense incurred by the requisitionists by reason of the failure of the
directors duly to convene a meeting shall be repaid to the requisitionists by the company, and
any sum so repaid shall be retained by the company out of any sum due or to become due from
the company by way of fees or other remuneration for their services to such of the directors as
were in default.
(7) Notice of an extraordinary general meeting shall be sent to the members at least twenty-
one days before the date of the meeting, and in the case of a listed company shall also be
published in the manner provided for in sub-section (3) of section 158:
Provided that, in the case of an emergency affecting the business of the company, the registrar
may, on the application of the directors, authorize such meeting to be held at such shorter
notice as he may specify.
(8) Every officer of the company who knowingly or willfully fails to comply with any of the
provisions of this section shall be liable,-
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(a) if the default relates to a listed company, to a fine not less than ten thousand rupees and
not exceeding twenty thousand rupees and in the case of a continuing default to a further fine
which may extend to two thousand rupees for every day after the first during which the default
continues; and
(b) if the default relates to any other company, to a fine which may extend to two thousand
rupees and in the case of a continuing default to a further fine which may extend to two
hundred rupees for every day after the first during which the default continues.
160. Provisions as to meetings and votes. –
(1) The following provisions shall apply to the general meetings of a company or meetings of a
class of members of the company, namely:-
(a) notice of the meeting specifying the place and the day and hour of the meeting alongwith a
statement of the business to be transacted at the meeting shall be given-
(i) to every member of the company;
(ii) to any person entitled to a share in consequence of death of a member if the interest of
such person is known to the company; and
(iii) to the auditor or auditors of the company; in the manner in which notices are required to
be served by section 50, but the accidental omission to give notice to, or the non-receipt of
notice by, any member shall not invalidate the proceedings at any meeting;
(b) where any special business, that is to say business other than consideration of the accounts,
balance-sheets and the reports of the directors and auditors, the declaration of a dividend, the
appointment and fixation of remuneration of auditors, and the election or appointment of
directors, is to be transacted at a general meeting, there shall be annexed to the notice of the
meeting a statement setting out all material facts concerning such business, including, in
particular, the nature and extent of the interest, if any, therein of every director, whether
directly or indirectly, and, where any item of business consists of the according of an approval
to any document by the meeting, the time when and the place where the document may be
inspected shall be specified in the statement;
(c) Subject to the provisions of this Ordinance so far as they relate to the election and
appointment of directors, the provisions of clause (b) shall apply mutatis mutandis to a
meeting where ordinary business, being business other than special business, is to be
transacted;
(d) All the members may participate in the meeting either personally or through proxy.
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(2) The quorum of a general meeting shall be- (a) in the case of a public
[Listed] company, unless the articles provide for a larger number, not less than
[ten] members present personally who represent not less than twenty-five per cent of the total
voting power, either of their own account or as proxies;
(b) in the case of [any other] company, unless the articles provide for a larger number, two
members present personally who represent not less than twenty-five per cent of the total
voting power, either of their own account or as proxies; and
[(c) in the case of a single member company, single member present in person or by proxy:]
Provided that, if within half an hour from the time appointed for the meeting a quorum is not
present, the meeting, if called upon the requisition of members, shall be dissolved; in any other
case, it shall stand adjourned to the same day in the next week at the same time and place,
and, if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present, being not less than two, shall be a quorum,
unless the articles provide otherwise.
(3) The chairman of the board of directors, if any, shall preside as chairman at every general
meeting of the company, but if there is no such chairman, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as
chairman, any one of the directors present may be elected to be chairman, and if none of the
directors is present or is unwilling to act as chairman the members present shall choose one of
their number to be the chairman.
(4) In the case of a company having a share capital, every member shall have votes
proportionate to the paid-up value of the shares or other securities carrying voting rights held
by him according to the entitlement of the class of such shares or securities, as the case may
be:
Provided that, at the time of voting, fractional votes shall not be taken into account.
(5) No member holding shares or other securities carrying voting rights shall be debarred from
casting his vote, nor shall anything contained in the articles have the effect of so debarring him.
(6) In the case of a company limited by guarantee and having no share capital, every member
thereof shall have one vote.
(7) On a poll, votes may be given either personally or by proxy.
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(8) Every officer of the company who knowingly or willfully fails to comply with any of the
provisions of this section shall be liable,-
(a) if the default relates to a listed company, to a fine which may extend to
[Fifty] thousand rupees and in the case of a continuing default to a further fine which may
extend to two thousand rupees for every day after the first during which the default continues;
and
(b) If the default relates to any other company, to a fine not exceeding
[Ten] thousand rupees and in the case of a continuing default to a further fine which may
extend to two hundred rupees for every day after the first during which the default continues.
160-A. Circumstances in which proceedings of a General Meeting may
be declared invalid
The Court may, on a petition by members having not less than ten per cent of the voting power
in the company that the proceedings of a general meeting be declared invalid by reason of any
material defect or omission in the notice or irregularity in the proceedings of the meeting which
prevented members from using effectively their rights, declare such proceedings or part
thereof invalid and direct holding of a fresh general meeting:
Provided that the petition shall be made within thirty days of the impugned meeting.
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161. Proxies. –
(1) Any member of a company entitled to attend and vote at a meeting of the company shall be
entitled to appoint another person, as his proxy to attend and vote instead of him, and a proxy
so appointed shall have such rights as respects speaking and voting at the meeting as are
available to a member:
Provided that-
(a) this sub-section shall not apply in the case of a company not having a share capital;
(b) a member shall not be entitled to appoint more than one proxy to attend any one meeting;
(c) if any member appoints more than one proxy for any one meeting and more than one
instruments of proxy are deposited with the company, all such instruments of proxy shall be
rendered invalid; and
(d) a proxy must be a member unless the articles of the company permit appointment of a non-
member as proxy.
(2) Every notice of a meeting of a company shall prominently set out the member's right to
appoint a proxy and the right of such proxy to attend, speak and vote in the place of the
member at the meeting and every such notice shall be accompanied by a proxy form.
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(3) The instrument appointing a proxy shall-
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing, or if the appointer is a
body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.
(4) An instrument appointing a proxy, if in the form set out in regulation 39 of Table A in the
FIRST SCHEDULE shall not be questioned on the ground that it fails to comply with any special
requirements specified for such instruments by the articles.
(5) The proxies shall be lodged with the company not later than forty-eight hours before the
time of the meeting and any provision to the contrary in the company's articles shall be void.
(6) The members or their proxies shall be entitled to do any or all the following things in a
general meeting, namely:-
(a) subject to the provisions of section 167, demand a poll on any question; and
(b) on a question before the meeting in which poll is demanded, to abstain from voting or not
to exercise their full voting rights; and any provision to the contrary in the company's articles
shall be void.
(7) Every member entitled to vote at a meeting of the company shall be entitled to inspect
during the business hours of the company all proxies lodged with the company.
(9) The provisions of this section shall apply mutatis mutandis to the meeting of a particular
class of members as they apply to a general meeting of all the members.
(10) Failure to issue notices in time or issuing notices with material defect or omission or any
other contravention of this section which has the effect of preventing participation or use of full
rights by a member or his proxy shall make the company and every officer of the company who
knowingly and willfully is a party to the default or contravention liable to a fine which may
extend to five thousand rupees if the default relates to a listed company and to a fine which
may extend to two thousand rupees if the default relates to any other company.
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A sample of proxy form is given below:
AGM Sample Proxy Form
I __________________________________________
am a financial member of InternetNZ.
I assign _____________________________________,
a financial member of InternetNZ,
to vote my proxy at the AGM/SGM (cross out one) of InternetNZ to be held on
________________________ (date).
My proxy is valid for the following issues: (cross out the two that do not apply)
All Elections only
Partial (detail here):
____________________________________
____________________________________
____________________________________
My proxy is assigned FULL/PARTIAL/NO (cross out two) discretion in the
casting of my vote/s.
Signed:_______________________________ Member
Date: _______________________________
NB All details must be filled in for this to be acceptable as an Instrument of Proxy
(Articles of Association 11.3)
All Proxies must be received at the Society's Office 48 hours before the scheduled
start of the AGM/SGM either by Posting to:
InternetNZ
PO Box 11-881
17. P a g e | 17
Wellington
or by Fax to: +64 4-495-2115
you will need to send your Proxy Holder your online voting login and password as
well. We suggest that you send this to them directly, but you can include it on this
form if you wish and the Office will pass them on to them.
Online login:_______________________________
Online password:___________________________
162. Representation of corporations at meetings of companies and
of creditors. –
(1) A company which is a member of another company may, by resolution of the directors,
authorise any of its officials or any other person to act as its representative at any meeting
of that other company, and the person so authorised shall be entitled to exercise the same
powers on behalf of the company which he represents as if he were an individual
shareholder of that other company.
(2) A company which is a creditor of another company may authorise any of its officials or any
other person to act as its representative at any meeting of the creditors of that other company
held in pursuance of this Ordinance or any other meeting to which it is entitled to attend in
pursuance of the provisions contained in any debenture or trust deed or any other document
and the person so authorised shall be entitled to exercise the same powers as are available to
the company which he represents.
163. Representation of Federal Government, etc., at meetings of
Companies.
- (1) The Federal Government, or a Provincial Government, as the case may be, if a member of a
company, may appoint such person as it thinks fit to act as its representative at any meeting of
the company or at any meeting of any class of members of the company.
(2) A person appointed to act as aforesaid shall, for the purpose of this Ordinance, be deemed
to be a member of such a company and shall be entitled to exercise the same rights and
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powers, including the right to appoint proxy, as the Federal Government or the Provincial
Government, as the case may be, may exercise as a member of the company.
164. Notice of resolution. -
(1) With the notice for a meeting, the company shall send to the members copies of draft
resolutions, other than routine or procedural resolutions, which are proposed fo consideration
in the meeting.
(2) The members having not less than ten per cent voting power in the company may give
notice of a resolution and such resolution together with the supporting statement, if any, which
they propose to be considered at the meeting, shall be forwarded so as to reach the company-
(a) in the case of a meeting requisitioned by the members, together with the requisition for the
meeting;
(b) in any other case, at least fifteen days before the meeting; and the company shall forthwith
circulate such resolution to all the members.
(3) In the event of any default in complying with any of the provisions of this section, the
company and every officer of the company who is knowingly or willfully a party to such default
shall be liable to a fine which may extend to five thousand rupees if the default relates to a
listed company and to a fine which may extend to two thousand rupees if the default relates to
any other company.
165. Voting to be by show of hands in first instance.
- At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is
demanded, be decided on a show of hands.
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166. Chairman’s declaration of result of voting by show of hands to
be evidence.-
At any general meeting, a declaration by the chairman that on a show of hands, a resolution has
or has not been carried, or has or has not been carried eitherunanimously or by a particular
majority, and an entry to that effect in the bookscontaining the minutes of the proceedings of
the company, shall, until the contrary is proved, be evidence of the fact, without proof of the
number or proportion of the votes cast in favour of or against such resolution.
167. Demand for poll.-
(1) Before or on the declaration of the result of the voting on any resolution on a show of
hands, a poll may be ordered to be taken by the chairman of the meeting of his own motion,
and shall be ordered to be taken by him on a demand made in that behalf by the persons or
person specified below, that is to say,-
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(a) in the case of a public company, by at least five members having the right to vote on the
resolution and present in person or by proxy;
(b) in the case of a private company, by one member having the right to vote on the resolution
and present in person or by proxy if not more than seven such members are personally
present, and by two such members present in person or by proxy if more than seven such
members are personally present;
(c) by any member or members present in person or by proxy and having not less than one-
tenth of the total voting power in respect of the resolution; or
(d) by any member or members present in person or by proxy and holding shares in the
company conferring a right to vote on the resolution, being shares on which an aggregate sum
has been paid up which is not less than one-tenth of the total sum paid up on all the shares
conferring that right.
(2) The demand for a poll may be withdrawn at any time by the person or persons who made
the demand.
168. Time of taking poll. –
(1) A poll demanded on the election of a chairman or on a question of adjournment shall be
taken forthwith and a poll demanded on any other question shall be taken at such time, not
more than fourteen days from the day on which it is demanded, as the chairman of the meeting
may direct.
(2) When a poll is taken, the chairman or his nominee and a representative of the members
demanding the poll shall scrutinize the votes given on the poll and the result shall be
announced by the chairman.
(3) Subject to the provisions of this Ordinance, the chairman shall have power to regulate the
manner in which a poll shall be taken.
(4) The result of the poll shall be deemed to be the decision of the meeting on the resolution
on which the poll was taken.
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169. Resolution passed at adjourned meeting. –
Where a resolution is passed at an adjourned meeting of-
(a) a company;
(b) the holders of any class of shares in a company;
(c) the directors of a company; or
(d) the creditors of a company;
the resolution shall, for all purposes, be treated as having been passed on the date on which it
was in fact passed, and shall not be deemed to have been passed on any earlier date.
170. Power of [Commission] to call meetings. –
(1) If default is made in holding the statutory meeting, annual general meeting or any
extraordinary general meeting on the requisition of members in accordance with section 157,
section 158 or section 159, as the case may be, the
[Commission] may, notwithstanding anything contained in this Ordinance or in the articles of
the company, either of
[its] own motion or on the application of any director or member of the company, call, or direct
the calling of, the said meeting of the company in such manner as the
[Commission] may think fit, and give such ancillary or consequential directions as
the[Commission] thinks expedient in relation to the calling, holding and conducting of the
meeting and preparation of any document required with respect to the meeting.
Explanation:-
The directions that may be given under sub-section
(1) may include a direction that one member of the company present in person or by proxy
shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any such direction shall, for all
purposes, be deemed to be a meeting of the company duly called, held and conducted, and all
expenses incurred in connection thereto shall be paid by the company unless the [Commission]
directs the same to be recovered from any officer of the company which he ishereby authorised
to do.
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171. Penalty for default in complying with the directions of the
[Commission] for holding the meeting: If default is made in complying with any
directions of the [Commission] under section 170, the company and every officer of the
company who is in default shall be liable to a fine which may extend to ten thousand rupees
and in the case of a continuing default to a further fine which may extend to two hundred
rupees for every day after the first during which the default continues.
172. Filing of resolution, etc.-
(1) A printed or typed copy of every special resolution shall, within fifteen days from the
passing thereof, be filed with the registrar duly authenticated by the chief executive or
secretary of the company.
(2) Where articles have been registered, a copy of every special resolution for the time being
in force shall be embodied in or annexed to every copy of the articles issued after the date of
the resolution.
(3) A copy of every special resolution shall be forwarded to any member at his request on
payment of such fee not exceeding the prescribed amount as the company may determine.
(4) In the event of any default in complying with the provisions of subsection (1), the company
and every officer who is knowingly and wilfully in default shall be liable to a fine which may
extend to one hundred rupees for every day during which the default continues.
(5) In the event of any default in complying with the provisions of subsection (2) or (3), the
company and every officer who is knowingly and wilfully in default shall be liable to a fine which
may extend to one thousand rupees for each default.
23. P a g e | 23
173. Minutes of proceedings of general meetings and directors.-
(1) Every company shall cause a fair and accurate summary of the minutes of all proceedings of
general meetings and meetings of its directors and committee of directors, along with the
names of those participating in such meetings, to be entered in properly maintained books. [A
copy of the minutes of meeting of the board of directors shall be furnished to every director
within fourteen days of the date of meeting.]
(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the
proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of
the proceedings.
(3) Until the contrary is proved, every general meeting of the company or meeting of directors
or committee of directors in respect of the proceedings whereof minutes have been so made
shall be deemed to have been duly called and held, and all proceedings had thereat to have
been duly had, and all appointments of directors or liquidators shall be deemed to be valid.
(4) The books containing the minutes of proceedings of the general meetings of a company
and those of the meetings of the directors and committee of directors shall be kept at the
registered office of the company.
(5) In the event of failure to comply with the provisions of sub-section (1) or sub-section (4),
the company and every officer of the company who is knowingly in default shall be liable to a
fine which may extend to five thousand rupees and to a further fine which may extend to one
hundred rupees for every day after the first day during which the failure continues.
(6) The books containing the minutes of proceedings of the general meetings shall be open to
inspection by members without charge during business hours, subject to such reasonable
restrictions as the company may by its articles or in general meeting impose so that not less
than two hours in each day be allowed for inspection.
(7) Any member shall at any time after seven days from the meeting be entitled to be
furnished, within seven days after he has made a request in that behalf to the company, with a
certified copy of the minutes of any general meeting at such charge not exceeding the
prescribed amount as may be fixed by the company.
(8) If any inspection required under sub-section (6) is refused, or if any copy required under
sub-section (7) is not furnished within the time specified therein, the company and every officer
of the company who is knowingly and willfully in default shall be liable in respect of each
offence to a fine which may extend to one thousand rupees and to a further fine which may
extend to fifty rupees for every day after the first day during which the default continues, and
the registrar may direct immediate inspection or supply of copy, as the case may be.
24. P a g e | 24
Sample Minutes of Meeting to Adopt Investment Strategy for SMSF
[Insert corporate trustee name [OR] individual trustee name(s)]
AS TRUSTEE FOR THE
[insert name of Superannuation Fund] SUPERANNUATION FUND
MINUTES OF MEETING OF THE
[insert name of Superannuation Fund] SUPERANNUATION FUND
HELD AT [insert address]
ON THE [insert date, month, year]
PRESENT: [insert the names of the directors of the trustee
company [OR] the names of the individual trustees]
CHAIRPERSON: Resolved that [insert name of appointed chairman of the meeting]
to be appointed chairperson of the meeting.
BUSINESS: To discuss and formulate objectives and strategies and the
investment plan for funds received for members.
OBJECTIVES: Resolved that investment of members’ funds be selected so as to
give a return on investment at least equal to the current year CPI
and in accordance with the attached memorandum [insert name of
document containing the Investment Policy Objectives and
Strategy].
STRATEGY: Resolved that members’ funds be so invested that on retirement
dates of members the payments due on retirement may be made
without affecting the objectives of the fund in accordance with the
attached memorandum [insert name of document containing the
Investment Policy Objectives and Strategy].
25. P a g e | 25
INVESTMENT PLAN: Resolved that the attached memorandum [insert name of
document containing the Investment Policy Objectives and
Strategy] be adopted as full range of available approved
investment opportunities for members’ funds as well as being an
overview of investment policy, objectives and strategy.
CONFIRMATION: Resolved that these minutes be accepted as true and correct
record of the proceedings in this meeting.
Dated this day of 20_____
…………………………………………..
Chairperson
26. P a g e | 26
CASE LAW:
COMPANIES AND CORPORATIONS Meetings – Creditors' meeting – Scheme of arrangement –
Likelihood of scheme being rejected – Court would not give its sanction
Summary :
The applicant, by an ex parte originating summons, applied for and was granted, inter alia, an
order granting it liberty to convene meetings for its creditors and shareholders to consider and
approve a scheme of arrangement proposed to be made between the applicant and its
creditors, and an order to restrain the plaintiffs from all actions or proceedings, including the
appointment of receivers and managers. Three secured creditors, including the Bank of
Commerce (M) Bhd ('BOC'), applied to set aside the orders obtained. BOC also applied to
appoint certain persons as receivers and managers. A preliminary objection was raised against
BOC's application on the ground that a committal order was ensuing against its president and
vice-president for contempt of court. As the contempt had not been purged, BOC could not be
heard. The court had dismissed this preliminary objection as that rule did not apply to an
application to set aside an injunction granted ex parte if the object of such an application was
to clear the very contempt complained of and to set aside the very order upon which the
alleged contempt was founded. The court next proceeded to rule on the main application of the
intervenors.
Holding :
Held, allowing the application: (1) a proper reading of the proposed scheme clearly showed
that the proposed scheme of arrangement was not viable, feasible, workable or intelligible; (2)
even if the meeting was allowed to be held, with the three secured creditors, who formed more
than the three-fourths statutory majority of the creditors, canvassing their objections, it would
certainly result in the proposed scheme being rejected. It was more proper and logical,
therefore, not to have the scheduled meeting at all.
Digest :
Twenty First Century Oils Sdn Bhd v Bank of Commerce (M) Bhd & Ors (No 2) [1993] 2 MLJ 353
High Court, Kuala Lumpur (Abdul Malek J).
252 Meetings -- Directors' meeting
3 [252] COMPANIES AND CORPORATIONS Meetings – Directors' meeting – Quorum – Absence
from meeting of directors of certain group – Articles of association requiring presence of
27. P a g e | 27
director from that group to form quorum – No 'disinterested' quorum present – Whether
resolution passed valid
Digest :
Sarawak Building Supplies Sdn Bhd v Director of Forests & Ors [1991] 1 MLJ 211 High Court,
Kuching (Haidar J).
See COMPANIES AND CORPORATIONS, Vol 3, para 104.
253 Meetings -- Ex parte injunction
3 [253] COMPANIES AND CORPORATIONS Meetings – Ex parte injunction – Restraining
respondent company from raising any form of capital and/or loan stocks and/or altering its
paid-up capital – Whether injunction prohibited holding of a meeting contrary to O 29 r 1(2c)
of the Rules of the High Court 1980 – Rules of the High Court 1980, O 29 r 1(2c)
Summary :
In winding-up proceedings, an ex parte injunction was granted to restrain the respondent
company from raising any form of capital and/or loan stocks and/or altering its paid-up capital.
The respondent applied to set aside the injunction, raising a preliminary objection that the
petition should be heard by the Penang High Court. The respondent also objected to the
injunction on the ground that it had the effect of prohibiting the holding of a meeting of a body
corporate contrary to O 29 r 1(2c) of the Rules of the High Court 1980.
Holding :
Held, dismissing the application: (1) by virtue of the definition of 'local jurisdiction' in s 3 of the
Courts of Judicature Act 1964, the plaintiff was entitled to file an action in any branch of the
High Court in Malaya. A branch of the High Court located in any state has concurrent
jurisdiction to entertain any civil proceedings; (2) the injunction was to be construed by
reference to the intention as expressed in the injunction itself. If the words contained in the
injunction were precise and unambiguous, there was no room for any construction other than
the one expounding those words in their ordinary and natural meaning; (3) upon proper
construction, the injunction did not restrain the respondent from holding a meeting at all.
Digest :
Goh Boon Kim v Taman Sungai Dua Development Sdn Bhd [1995] 4 MLJ 553; (1994) CSLR
IX[1627] High Court, Kuala Lumpur (Low Hop Bing JC).
254 Meetings -- Extraordinary general meeting
28. P a g e | 28
3 [254] COMPANIES AND CORPORATIONS Meetings – Extraordinary general meeting –
Adjournment by chairman – Whether chairman could adjourn EGM without consent of
meeting – Adjournment – Whether EGM could be continued
Digest :
Tan Guan Eng v BH Low Holdings Sdn Bhd & Ors and other actions [1992] 1 MLJ 105 High Court,
Penang (Wan Adnan J).
See COMPANIES AND CORPORATIONS, Vol 3, para 363.
255 Meetings -- Extraordinary general meeting
3 [255] COMPANIES AND CORPORATIONS Meetings – Extraordinary general meeting –
Agreement with a Singapore company disposing substantial portion of company's property
which materially affects its financial position – Approval of Foreign Investment Committee on
condition that shareholders approve agreement after circulation of detailed information –
Notice, circular and executive chairman's letter on extraordinary general meeting were sent
to shareholders – Whether information given by notice, circular and letter is adequate to
comply with articles of association and condition imposed by Foreign Investment Committee
– Whether notice, circular and letter are calculated to mislead and are invalid – Companies
Act 1965, s 132C
Summary :
P1-P12 were shareholders of D1 company. D3 is D1's executive chairman. D2 company, a
wholly-owned subsidiary of D1, was incorporated for the purpose of developing land belonging
to D1. D2 entered into an agreement with Y Pte Ltd, a Singapore company, whereby Y Pte Ltd
undertook to develop D1's land. The Foreign Investment Committee ('FIC') had no objection to
D2's agreement with Y Pte Ltd subject to conditions, inter alia, that D1 obtained approval of its
shareholders after 'detailed information of the proposed development had been circulated to
the shareholders. Subsequently a notice with an 'Explanatory Circular' was issued to D1's
shareholders, giving notice of an extraordinary general meeting (EGM) to ratify D2's agreement
with Y Pte Ltd and to approve Y Pte Ltd's use of the land as security to raise funds for the
proposed development. The notice was followed by a letter from D3 in his capacity as D1's
executive chairman to each of D1's shareholders. D3's letter referred to the need for the
shareholders to ratify the agreement. P applied, inter alia, for a declaration that the notice of
the EGM and the circular were misleading and invalid.
Holding :
29. P a g e | 29
Held, granting the declaration: (1) D1's EGM had to be called because of s 132C of the
Companies Act 1965 and the condition imposed by the FIC. Under D1's articles of association,
D1's shareholders should have been furnished with a notice of at least the general nature of the
business to be transacted at the EGM but the FIC condition required the notice to condescend
to 'detailed information'; (2) D3's letter was meant to deal with and dealt with the business to
be transacted at the EGM. D3's letter had to be treated as part of the information given by D1
pursuant to its articles of association and pursuant to the condition imposed by the FIC; (3) the
information given by the notice, the circular and the letter was most artfully framed to mislead
D1's shareholders. TheÊ agreement was also most artfully framed to conceal its true nature
which was far from being a joint venture. It was actually an outright sale of D1's land and was
one-sided in favour of Y Pte Ltd.
Digest :
Dato Mohd Tahir bin Abdul Rahim & Ors v Sharikat Permodalan Kebangsaan Bhd & Ors (1990)
CSLR IX[1004] High Court, Kuala Lumpur (VC George J).
256 Meetings -- Extraordinary general meeting
3 [256] COMPANIES AND CORPORATIONS Meetings – Extraordinary general meeting –
Requisition for – Whether requisition null and void – Whether an attempt to effect take-over
of company – Whether requisitionists entitled to issue requisition – Companies Act 1965, ss
144(1), (2) & 179 – Pender v Lushington (1877) 6 Ch D 70 (cited); Siemens Brothers & Co Ltd v
Burns [1918] 2 Ch 324 (cited); Dominion Mining NL v Hill & Anor[ei[ (1971-76) 27 ACLC 272
(apprvd); Chan Chwen Kong v PP [1962] MLJ 307 (distd); Jayaram v PP [1982] 2 MLJ 306
(distd); The King and the A-G of the Commonwealth v Associated Northern Collieries &
Ors (1911) 14 CLR 387 (distd); American Cyanamid Co v Ethicon Ltd [1975] 2 WLR 316
(distd);Cayne & Anor v Global Natural Resources [1984] 1 All ER 225 (apprvd); Matang Holdings
Bhd & Ors v Dato Lee San Choon & Ors [1985] 2 MLJ 406 (cited); Last & Anor & Buller &
Co (1919-20) 36 TLR 35 (cited); Burland & Ors v Earle & Ors [1902] AC 83 (cited); Humes Ltd v
Unity APA Ltd & Anor (1987) 5 ACLR 15 (cited); Punt v Symons & Co Ltd [1983] 2 Ch 506 (cited).
Summary :
P applied for an injunction to restrain D1 and D2 from (a) convening, calling holding or
conducting an extraordinary general meeting (EGM) of P for the purposes and objects set out in
the notice of requisition issued by D1 and D2; and (b) removing or taking any steps to alter the
composition of P's board of directors. The resolutions contained in the notice of requisition to
be considered at the EGM were for the purpose of removing the five existing directors of P and
to appoint in their stead D7-D12. D1 and D2 were the registered holders of ordinary shares in P
representing more than 10% of the total rights of all members having a right to vote at general
30. P a g e | 30
meetings of P. D1 and D2 were informed by P that the board of directors would not convene
the EGM. In the letter, it was stated that the requisition lacked formal particulars and that the
notice was illegal, null and void and of no effect and was not binding upon the board of
directors. Subsequent to this letter, P had filed a writ against D and the present application for
an injunction was filed subsequent to the writ.
Holding :
Held, dismissing P's application: (1) in the instant case, the requisition and the special notice
were not bad in law as alleged by P. As required by s 144(2) of the Companies Act 1965, the
requisition had expressly and clearly stated that the meeting was for the purpose of considering
the resolutions stated therein. The requisition and the special notice were signed by the
authorized officers and served on P. Section 144(2) does not require the documents to bear the
common seals of D1 and D2. The articles of association of P also did not contain such a
requirement. The requisition and the special notice had, accordingly, complied with the
requirements of s 144(2) and the articles of association of P; (2) in the instant case, D1 and D2
were registered members holding more than 10% of P's paid-up capital and, accordingly, they
were entitled to issue the requisition and the special notice under s 144(1) of the Companies
Act 1965; (3) P's allegation that the deposit of the requisition and the special notice was not a
bona fide move to hold a meeting of P's shareholders but that it was an attempt to take over P
in contravention of s 179 of the Companies Act 1965 was rejected by the court. The court found
that there was no acquisition of shares by D in the instant case. Since D already owned 34.46%
of the paid-up capital of P, the question of acquiring more shares for the purpose of taking over
under s 179 did not arise at all. There was, accordingly, no reason for D to act in concert in view
of the total number of shares registered in their names; (4) in the instant case, P should not be
granted the injunction because that would mean giving P judgment in the case against D. D
would have no opportunity to bring the case to trial as the requisition in the face of the
injunction would have no effect with the result that there would be no EGM and no trial of the
action. As D1 and D2 had complied with the provisions of the law and the articles of
association, they should be given the liberty to proceed with the EGM of the shareholders. In
the circumstances of the case, the tests laid down in [bi[American Cyanamid Co v Ethicon could
not be applied as the risk of doing an injustice was greater if the injunction was granted.
Digest :
Roxy Electric Industries (Malaysia) Bhd v Syarikat Nominee Bumiputra Sdn Bhd & Ors [1989] 3
MLJ 231 High Court, Kuala Lumpur (Zakaria Yatim J).
257 Meetings -- Extraordinary general meeting
31. P a g e | 31
3 [257] COMPANIES AND CORPORATIONS Meetings – Extraordinary general meeting –
Requisitions made requiring company to convene an extraordinary general meeting for
removal of company directors – Injunction granted restraining holding of meeting – Whether
injunction should be extended
Summary :
The plaintiffs had obtained loans from various foreign banks and, as security for the loans, had
deposited, by themselves or by third parties, an aggregate of 41,133,875 shares with
Landmarks, in the first defendant company. The plaintiffs were in default of the loan agreement
and liabilities had arisen thereunder. The defendant banks had then caused the shares to be
registered in their or their nominees' names and thereafter requisitioned for an extraordinary
general meeting of the first defendant company to remove certain directors. The plaintiffs
moved for and obtained, ex parte, an interim injunction restraining the holding of the meeting.
The present hearing is for an application of extension of the injunction. Among the grounds
advanced for the injunction were that the plaintiffs were then preparing for a scheme of
reconstruction to which the defendant banks were privy, and that the defendant banks had
attempted to obtain certain confidential information and, having failed, had then requisitioned
the extraordinary general meeting which showed that there was an ulterior motive on their
part in so requisitioning.
Holding :
Held, dismissing the application with costs: (1) as the defendant banks commanded only 18% of
the share capital of Landmarks, if the resolution proposed for the extraordinary general
meeting was not in Landmarks' interest, there was every reasonable expectation that the
defendant banks would fail in their attempt; (2) the damage that plaintiffs were complaining of
was monetary and therefore, damages were not only an adequate remedy but the only
remedy. As the defendants are able to satisfy any claim the plaintiffs can prove against them at
trial, therefore the learned judge was not disposed to continue the ex parte injunction he had
granted earlier; (3) in view of the fact that the grant of the relief sought would have disposed of
the whole action, the court would apply the tests propounded inCayne & Anor v Global
National Resources [1984] 1 All ER 225 and NWL Ltd v Woods [1979] 3 All ER 614 and dismiss
the application; (4) there was no evidence whatsoever with regard to the allegations that there
was a 'fraud' on the defendants' statutory power to requisition an extraordinary general
meeting. As the evidence did not show any fraud or oblique motive, the right to requisition was
exercised bona fide. The pledgee is entitled to do everything he reasonably can to realize his
security. As the pledgees here have a right to sell, the buyer would have acquired all the rights
of a registered shareholder. The express right to call for the extraordinary general meeting and
to vote thereat need not be looked for in the pledge documents. They are conferred by the
32. P a g e | 32
Companies Act 1965 (Act 125) and the memorandum and articles of association of the
company.
Digest :
Canopee Investment Pte Ltd & Ors v Landmarks Holdings Bhd & Ors [1989] 2 MLJ 469 High
Court, Kuala Lumpur (Shankar J).
258 Meetings -- Extraordinary general meeting
3 [258] COMPANIES AND CORPORATIONS Meetings – Extraordinary general meeting –
Whether shareholder of Indonesian company had authority to convene EGM – Appointment
of president director of company at EGM – Whether valid – No authority to represent
company if appointment invalid – Expert evidence on Indonesian corporate law called
Summary :
The fourth defendant filed an application (the first application) requesting leave to join PT
Kwala Gunung (the company) as a defendant to this action. The application was supported by
an affidavit filed by A, a director of the company who was also the third defendant. Before the
application could be heard, the first defendant and certain other individuals filed an application
(the second application) praying, inter alia, that A be restrained from purporting to represent
the company in a suit without the written consent and sanction of the company's shareholders
obtained in accordance with the company's articles of association and from convening
meetings of the company's board of directors. The main issue in this case was whether A was
validly appointed the president director of the company at an EGM of the company of 11
January 1995, when G resigned as president director of the company in December 1994. As the
vacancy had to be filled by calling an EGM within one month thereof, pursuant to art 10(5) of
the company's articles of association, A (who held less than 25% of the issued shares in the
company and which did not allow him to requisition for an EGM under art 14(3)) went ahead to
call for an EGM on 11 January 1995 by inserting a notice in an Indonesian paper. At the EGM on
11 January 1995, A was the only shareholder who attended. He appointed himself as president
director, his wife as director and his son and two others as commissioners. The first defendant
contended that there were formal as well as material defects with regard to the EGM and the
resolutions adopted thereat. A argued, inter alia, that a single shareholder could validly pass
resolutions to appoint a new board of directors and new commissioners. Furthermore, since his
appointment as a commissioner in 1979 continued to be valid even after it lapsed after a two-
year term in 1981, as there was no appointment of a new commissioner by the general meeting
of shareholders, A being the sole commissioner was required under the articles to convene an
EGM to appoint a new board of directors. Both sides called expert evidence to support their
positions.
33. P a g e | 33
Holding :
Held, allowing the second application: (1) the court could not accept A's expert evidence that
he remained as a commissioner of the company after the expiration of his two-year
appointment in 1981 as art 10(3) clearly stated that the office of a commissioner was only to be
for a period of two years; (2) as the court found that A was not a commissioner of the company
since 1981, he could not have properly requisitioned the EGM of 11 January 1995 under art 14;
(3) A was not validly appointed as the president director of the company at the EGM of 11
January 1995. As a consequence, he neither had the authority to represent the company in any
legal proceeding in Singapore nor to instruct solicitors to file the first application seeking to join
the company as a defendant to these proceedings.
Digest :
Banque Indosuez v Madam Sumilan Awal, also known as Aw Kim Lan & Ors Originating
Summons No 811 of 1994 —High Court, Singapore (Lai Siu Chiu J).
259 Meetings -- Injunction to restrain holding of annual general meeting
3 [259] COMPANIES AND CORPORATIONS Meetings – Injunction to restrain holding of annual
general meeting – Application for – Director denied access to accounting records and tax files
– Suspicion of irregularities in management of funds – Director's absolute right to inspect
accounts and books of company – Shareholders to know true financial position of company –
Company can still hold annual general meeting within statutory period if injunction granted –
Companies Act 1965, s 167(3)
Summary :
Since his appointment as a director of the defendant company, the plaintiff had requested the
managing director, general manager and chairman of the board of directors respectively for
information and access to the accounting records, tax files and other relevant records but had
been refused. He alleged that he, together with some other shareholders of the company,
discovered that there were certain irregularities in the management of the funds of the
company by the board of directors. The plaintiff then applied to the court for an order that the
defendant company be restrained from holding its annual general meeting until his previous
application for an order that the accounting records and tax files of the company be opened for
inspection by an approved company auditor is disposed of. The defendant company argued
that it was not satisfied with the bona fide of the plaintiff's intention in seeking to examine the
company's books. It claimed that the plaintiff's request was merely to assist him in his pursuit of
alleged claims against the other directors of the company.
34. P a g e | 34
Holding :
Held, allowing the plaintiff's application: (1) the plaintiff had an absolute right to inspect the
account books of the company. This is clearly provided by s 167(3) of the Companies Act 1965.
This right was denied to him. If the injunction is not granted, he will be unable to perform his
duties and discharge his responsibilities as a director because his term of office as director will
expire on the date of the annual general meeting; (2) the court considers the injunction
essential in order to protect the interests of the company, namely, that the shareholders will
know what is exactly the true financial position of the company. On the other hand, if the
injunction is granted, the court can see no harm to the company because the injunction sought
for is an interim injunction and the company can still hold its annual general meeting within the
required statutory period.
Digest :
Leong Sun Wing v Wah Hup Engineering Works Sdn Bhd (No 1) Originating Summons No C166
of 1984 High Court, Malaysia (Zakaria Yatim J).
260 Meetings -- Irregularities
3 [260] COMPANIES AND CORPORATIONS Meetings – Irregularities – Management
corporation – Lack of notice – Lack of quorum – Levy of contributions – Contributions
authorized by meeting – Challenge to validity of meeting
Summary :
P, a management corporation, sued D, a sub-proprietor of one of the units on the estate under
P's control, in respect of unpaid contributions. P claimed that resolutions were passed at two
general meetings duly levying on each sub-proprietor certain contributions. D challenged the
validity of the meetings and the resolutions.
Holding :
Held, allowing P's claim: (1) even if D's claim that the notice for the first meeting was less than
seven days, this omission would not invalidate the meeting as it was an accidental omission and
D had not suffered any prejudice as he had attended the meeting; (2) the resolution passed at
the meeting, although by voice vote, was valid as the entry in the minutes of the meeting by
the chairman was prima facie evidence of the passing of the resolution and the correctness
thereof; (3) D's claim that the quorum at that meeting was not present was not accepted and
even if his claim was true, the persons present would constitute a quorum after half an hour
after the time appointed for the meeting; (4) the failure of P to convene an annual general
meeting within a year of the prior meeting did not invalidate the later meeting. Even if the two
35. P a g e | 35
meetings were invalid, D had waived the irregularities by failing to apply for an injunction to
restrain P from proceeding with the meetings. Also, D had allowed himself to be elected as a
council member; (5) in addition, once the resolutions are passed and acted upon and carried
into effect many years after the meeting, the lack of quorum will not affect the validity of the
resolutions. The resolutions were also ratified at a later meeting.
Digest :
Bin Hee Heng v Management Corporation Strata Title No 647 (1988) CSLR IX[753] District Court,
Singapore (Liew Thiam Leng, District Judge).
261 Meetings -- Irregularities
3 [261] COMPANIES AND CORPORATIONS Meetings – Irregularities – Management
corporation – Validity of meeting and resolutions imposing maintenance contribution –
Notice of meeting below mandatory period of seven days – Whether there is quorum –
Persons forming quorum – Persons entitled to vote – Whether include proxies – Resolution
carried by 'voice vote' and not 'show of hands' – Annual general meeting more than 15
months after last annual general meeting – Land Titles (Strata) Act (Cap 277, 1976 Reprint), ss
3, 28(8), 29(1), 34 and First Schedule, paras 11, 12(1), (2), 14, 15 and 16 – Smyth v Darley
(1849) 9 ER 1293 (refd); Re Railway Sleepers Supply Co (1885) 29 Ch D 204 (refd); Mercantile
Investment and General Trust Co v Mining Co Ltd [1893] 1 Ch 484 (refd); Woolf v East Nigel
Gold Mining Co Ltd (1905) 21 TLR 660 (refd); Re Hector Whaling Ltd [1936] Ch 208 (refd);
Musselwhite v CH Musselwhite & Son Ltd [1962] 1 Ch 964 (folld); Watt v Thomas [1947] 1 All
ER 582 (folld); Howbeach Coal Co v Teague (1860) 5 H & N 151; 157 ER 1136 (refd); Re
Romford Canal Co (1883) 24 Ch D 85 (refd); M Harris Ltd (1956) SC 207 (refd); Re
Wolverhampton Borough Council's Aldermanic Election [1962] 2 QB 460 (refd); R v Epsom &
Ewell Corp [1964] 1 WLR 1060; [1964] 2 All ER 832 (refd); London v Clydeside Estates Ltd v
Aberdeen District Council [1979] 3 All ER 876 (refd); Montreal Street Railway Co v Normandin
[1917] AC 170 (folld).
Summary :
This was an appeal from the decision of the district court awarding judgment to the
respondents/plaintiffs, the management corporation ('MC') of a condominium which comprises
a walk-up apartment block (Skyvilla) and two high-rise blocks (Skyscraper). The appellant, Bin
Hee Heng ('BHH'), was the subsidiary proprietor of a flat in Skyvilla and was sued by the MC for
arrears in contribution to the maintenance fund together with interest thereon, both of which
were levied in accordance with resolutions passed at an extraordinary general meeting of
members of the MC held on 3 March 1984 ('the EOGM'), and confirmed at the adjourned
second annual general meeting ('the second AGM') held on 3 February 1985. The dispute arose
36. P a g e | 36
from the EOGM called by the MC to pass, among others, a resolution to levy contribution to the
maintenance fund on the basis of the share value for each subsidiary lot. This would have the
effect of raising and bringing the contribution due from the subsidiary proprietors of Skyvilla
units to the same level as that for Skyscraper owners although the Skyscraper units were larger
in area, and the maintenance and repair costs for the Skyscraper blocks with lifts would be
higher. The notice in respect of the EOGM was served about three days before the meeting
when the minimum period stipulated was seven days. BHH nonetheless attended the EGOM
and took an active role in objecting to the 'raise' in the then existing contribution. As a result of
the objection, it was resolved that the matter on contribution was to be suspended for three
months and the issue as to whether contribution should be determined solely by the share
value of the subsidiary proprietor or by any other method, referred to the High Court. It was
also minuted that if the referral to the High Court was not finalized within three months,
contribution to maintenance fund shall be at the rate proposed by the MC and if the High Court
finally decided that the contribution from subsidiary proprietors of Skyvilla should be lower
than that from subsidiary proprietors of Skyscraper, the excess in contribution paid by
subsidiary proprietors of Skyvilla, shall be treated as a loan to the MC. After the High Court's
confirmation that the only method for levying contribution under the Land Titles (Strata) Act
('the Act') was to be in accordance with the share value of the subsidiary proprietor, the
minutes of the EOGM regarding the contribution to be levied was put up for consideration at
the second AGM of the MC on 27 January 1985. This meeting was adjourned to the following
week, 3 February 1985, when the minutes of the EOGM was confirmed by a poll, and it was also
resolved that maintenance contribution towards the management fund shall be $74 per share
unit per month, payable quarterly in advance. As BHH refused to pay, the MC sued him for the
contributions amounting to the total sum of $5,093.94. BHH in return counterclaimed for the
costs incurred in replacement of awnings to his flat and the clearing of blockage to some pipes.
The district court awarded judgment to the MC on the whole sum sued for while allowing BHH
only a part of his counterclaim. BHH submitted 68 grounds of appeal which can be broadly
summarized as follows: (1) the EOGM was invalid because there was a failure to give the
necessary seven days' notice, there was no quorum, some subsidiary proprietors were
improperly disqualified from voting; (2) as the EOGM was invalid, all the resolutions were null
and void and could not be ratified; (3) the adjourned second AGM was invalid as it was not
called within 15 months of the first annual general meeting; (4) all the defects could not be
waived by BHH.
Holding :
Held, dismissing the appeal with costs: (1) the EOGM was valid for although the required seven
days' notice had not been given, this was an accidental omission which did not prejudice
anyone; (2) there was a valid quorum. The term 'persons entitled to vote' included proxies. This
37. P a g e | 37
must necessarily be so as otherwise the legislature could use the term 'proprietors entitled to
vote' and furthermore, companies who are subsidiary proprietors must vote by proxies; (3) the
word 'contribution' includes contributions whether pursuant to a resolution of the MC or
otherwise, and thus included the sums payable to the developer as maintenance contribution,
prior to the setting-up of the MC. Thus, as the said sums had not been paid by BHH at the date
of the EOGM, he was properly disqualified from voting at the EOGM; (4) voting by 'show of
hands' is not restricted to its literal meaning of raising of hands but, in fact, bears a wider
meaning of a show or demonstration by the meeting that it is in support of a resolution, so as
to contrast with the more exacting procedure of a vote by poll. While the recording in the
minutes of a formal declaration by the chairman that a resolution had been carried by a show
of hands would be preferred, the failure to do so did not per se make a resolution invalid. In the
circumstances, the recording in the minutes that the proposal was approved was sufficient
evidence of a valid resolution; (5) if there was any doubt as to the validity of the resolution at
the EOGM, the resolution at the second AGM approving the minutes of the EOGM was effective
to carry into effect the resolution regarding the contribution. As BHH had not paid the
contribution, he was properly disqualified from voting at the second AGM; (6) the fact that the
resolution fixing the rate of interest in respect of late payment of contribution at 10% had
incorrectly described the rate as 'the statutory rate' was immaterial. Any damage resulting from
subsidiary proprietors being misled was minimal. The rate of 10% was within the powers of the
MC to fix; (7) the validity of the adjourned second AGM was not affected by the fact that it was
not called within 15 months of the last annual general meeting. To hold otherwise would mean
that no valid meeting could be held once the 15-month period had lapsed. The only effect of
such non-compliance with the law is that the corporation and its officers laid themselves open
to prosecution.
COMPANIES AND CORPORATIONS Meetings – Notice – Defective notice – Insufficient details
of business to be transacted – Requisition for general meeting under s 115 of the Companies
Ordinance – Failure by directors to convene meeting – Meeting, called by requisitions under s
115(3) – Notices of requisitions' meeting – Failure in notices to comply with Articles of
Company – Effect of such failure – Companies Ordinance 1940, s 115(1), (2) and (3).
Summary :
Some dissatisfied members of a company registered under the Companies Ordinance served a
requisition on the directors under s 115 of the ordinance to call a general meeting. The draft
resolutions to be discussed at the meeting were sent with the requisition. The directors having
failed to call a meeting in due time, the requisitionists under the provisions of s 115(3) of the
ordinance proceeded to convene a meeting themselves. In the notices that were sent out by
38. P a g e | 38
the requisitionists for their meeting, the date, time, place of the meeting were specified and
additionally it has stated 'the business before the meeting will be to discuss and vote upon the
resolutions set out in the notice of requisition'. No copy of the notice of requisition
accompanied the notices calling a meeting. In an action by the company for a declaration that
the resolutions passed at the subsequent meeting convened by the requisitionists were invalid
and of no effect.
Holding :
Held: the notices calling the meeting failed to comply with art 61 of the company, in that these
notices did not specify the general nature of the business to be transacted at the meeting. This
was a fatal flaw to the validity of the meeting and the proceedings of the meeting must be held
void and of no effect.
Digest :
Hup Seng Co Ltd v Chin Yin & Ors [1962] MLJ 371 High Court, Federation of Malaya (Suffian J).
267 Meetings -- Notice
