An Ordinary Resolution of Shareholders is a crucial corporate governance instrument in Pakistan, used to document decisions made by shareholders that require a simple majority vote (more than 50%) under the Companies Act 2017. This type of resolution is commonly used for routine business matters such as adopting annual accounts, declaring dividends, appointing or removing directors, and appointing auditors. The document must include specific elements required by Pakistani law, including proper notice periods, quorum requirements, and voting results. It serves as an official record of the company's decision-making process and must be filed with the Securities and Exchange Commission of Pakistan (SECP) when required. The resolution can be passed either at a physical meeting, virtual meeting, or through circular resolution, provided all legal requirements are met.
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1. Title and Company Details: Full legal name of the company, company registration number, and registered office address
2. Date and Type of Meeting: Specification of whether it's an AGM, EGM, or written resolution, including date, time, and venue if applicable
3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements were met as per Articles of Association
4. Resolution Text: Clear statement beginning with 'RESOLVED THAT' followed by the specific decision being made by shareholders
5. Voting Results: Record of the voting outcome, including number of votes for and against, and abstentions
6. Certification: Statement certifying the resolution's passing, usually signed by the Company Secretary or Chairman
1. Preamble: Background information explaining the context and reason for the resolution, used when additional context is needed
2. Proxy Details: Information about proxies who voted, required when proxy voting was utilized
3. Notes: Additional explanatory notes or special instructions, included when complex matters need clarification
4. Virtual Meeting Details: Required when the resolution is passed in a virtual or hybrid meeting format
5. Director's Interest Declaration: Required when the resolution relates to matters where directors have declared interests
1. Voting Record: Detailed breakdown of votes cast by each shareholder or proxy
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, reports)
3. Notice of Meeting: Copy of the notice sent to shareholders (if resolution passed at a meeting)
4. Attendance List: List of shareholders or proxies who participated in the meeting
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