Section 147 — Power of Commission to call meetings
Statute text
(1) If default is made in
holding the statutory meeting, annual general meeting or any extraordinary general
meeting in accordance with sections 131, 132 or 133, as the case may be, the
Commission may, notwithstanding anything contained in this Act 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 is hereby authorised to do.
SECP updates linked to this section
The circulars, S.R.O.s, and notifications that shaped this section over time.
Clarifies how applications under Section 147 (the Commission's power to direct the calling of an overdue statutory, annual general, or extraordinary general meeting) are handled: a company cannot apply against itself, since it cannot seek a direction against its own default; only an aggrieved member or director, in their individual capacity, may file, and the application must be substantiated with proper justification and documentary evidence such as correspondence exchanged with the company about holding the meeting. Holding a meeting as a consequence of a Commission direction does not absolve those responsible for the original default from its consequences. Conversely, since the legislative intent is simply to bring a defaulting company back into compliance, if the company holds its overdue meeting itself without ever invoking Section 147, that meeting remains valid provided it was held in accordance with the relevant provisions of the law.