Entrepreneur Corner

Requirements of Company Ordinance

Annual General Meeting (AGM)

Every company is required to hold, a general meeting, as its annual general meeting (AGM), 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 AGM.

However, 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 AGM, not being the first such meeting, shall be held by a period not exceeding thirty days.

In the case of a listed company, the AGM is required to be held in the town in which the registered office of the company is situated. However, 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.

The notice of AGM is required to be sent to the shareholders at least twenty-one days before the date fixed for the meeting. In the case of a listed company, such notice, in addition to its being dispatched in the normal course, is also required to 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.

Extra-Ordinary General Meeting (EOGM)

All general meetings of a company, other than the annual general meeting and the statutory meeting are called extraordinary general meetings.

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 powers on the date of the deposit of the requisition, forthwith proceed to call an extraordinary general meeting.

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.

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.

Any meeting called under by the requisitionists is called in the same manner, as nearly as possible, as that in which meetings are to be called by directors.

Notice of an extraordinary general meeting is required to 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 of notice of AGM of a listed company.

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.

Director's Report

The directors are required to make out and attach to every balance-sheet a report regarding the state of the company’s affairs containing the following matters:

  1. the amount, if any, which they recommend should be paid by way of dividend;
  2. the amount, if any, which they propose to carry to the Reserve Fund, General Reserve or Reserve Account shown specifically in the balance-sheet or to a Reserve Fund, General Reserve or Reserve Account to be shown specifically in a subsequent balance-sheet.

In the case of a public company or a private company which is a subsidiary of a public company, the directors’ report shall also:

  1. Disclose any material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the balance-sheet relates and the date of the report;
  2. So far as is material for the appreciation of the state of the company's affairs by its members, deal with any changes that have occurred during the financial year concerning the nature of the business of the company or of its subsidiaries, or in the classes of business in which the company has interest, whether as a member of another company or otherwise, unless the Commission exempts any company from making such disclosure on the ground that such disclosures would be prejudicial to the business of the company;
  3. Contain the fullest information and explanation in regard to any reservation, observation, qualification or adverse remarks contained in the auditor’s report;
  4. Circulate with it information about the pattern of holding of the shares in the form prescribed;
  5. State the name and country of incorporation of its holding company, if any, where such holding company is established outside Pakistan ; and
  6. State the earning per share;
  7. Give reasons for incurring loss and a reasonable indication of future prospects of profit, if any; and
  8. Contain information about defaults in payment of debts, if any, and reasons thereof.

The directors report is required to be signed by the chairman of the directors or the chief executive of the company on behalf of the directors if authorized in that behalf by the directors and, when not so authorized, is required to be signed by the chief executive and such number of directors as are required to sign the balance-sheet and profit and loss account in terms of section 241 of the Ordinance.

In addition to the above requirements, the directors of a holding company are required to make out and attach to consolidated financial statements, a report with respect to the state of group’s affairs.

Auditor

Please consult ‘Guide for appointment of Statutory Auditors’ and ancillary matters available at:

Read Auditors Guide

Annual Returns

Every Company has to file at least the following statutory returns annually:

  1. Form A/B
  2. Form 29 for appointment of auditor

For time frame of the filing of the above returns and other statutory returns, please consult detailed schedule of filing of returns under the Companies Ordinance, 1984 available at:

Read Schedule of Filing of Returns