Professional Documents
Culture Documents
Course Faculty:
Khandaker Habibuzzaman
Company Secretary
Square Group
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Kinds of Meetings
Company meeting may be of the following kinds :1.
2.
3.
4.
5.
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9. Notice must disclose the nature of the business to be transacted.
10. Insufficient notice of purpose of meeting may affect the validity of resolution passed
thereat.
11. Notice must attach the supporting documents of the agenda.
12. Notice must be frank, open, clear, satisfactory and free from trickiness
13. Notice must be absolute and not contingent or conditional
14. Notice for General Meeting require to publish in two (Bangle and English) daily news
paper.
15. Minimum length of Notice for
a. Statutory Meeting
b. Annual General Meeting
c. Extraordinary General Meeting :
Requisitioned Meeting
To pass Special Resolution
To pass Extra Ordinary Resolution
d. Board Meeting
21 days
14 days
21 days
21 days
14 days
no specific time limit
How ever, accidental omission to give notice to, or the non-receipt of notice by any member shall not
invalidate the proceedings at any meeting. [sec-85(b)].
Secretarial Functions with regard to Conduction of a Meeting
The Company Secretary (CS) is responsible mostly, if not wholly, for smooth conduct of a meeting of
the Company. CS is to prepare or to supervise the preparation of the notice of meeting and to ensure
therein due despatch/circulate in time to the members concerned. CS should take care that the notice
is issued by the proper authority and all the provision of the Act, Regulation and articles are strictly
followed.
The secretarial functions with regard to meeting are follows :
a.
Sufficient number of copies of Notice along with supporting papers and documents necessary
for each item of agenda should be ready at hand.
b. All papers and documents should remain sorted and arranged in order of the agenda.
c. CS should supply all necessary reference, notes, information and data to make a report by the
Chairman, which is to present at the meeting. Or CS should himself make draft the
Chairmans report and get approval of the Chairman before the meeting.
d. CS should also take care about the adequate accommodation, neat and cleanness, adequate
light and fans, Air conditions system, sound system, audio visual system and all others to
provide possible best care and comfort for the members attending the meeting including
refreshments at the end.
e. The meeting must have sufficient stationary for use.
f. CS to keep attendance register ready and ensure that every member present puts his/her
signature in the register.
g. Directors fees for attending the meeting of the Board of Directors should be kept ready and
handed over at the meeting.
h. CS to confirm the presence of quorum for the meeting as per articles.
i. CS is to assist the Chairman of the meeting to follow the sequence of agenda
j. A order of business should be prepared by CS in consultation with the Chairman or MD.
Contd..P-04
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Post meeting formalities/function of a Company Secretary
After conclusion of a meeting, certain measures/works stand pending for the CS, few of them have
got statutory time limit to complete, others are of routine nature.
The formalities/function are listed below in order of priority :
After Board Meeting
a. to be prepared draft Minutes of the meeting
b. place the draft minutes before the Chairman for his consent
c. get the signature of the Chairman of the meeting on the final printed minutes
d. circulate the signed minutes to all the members of the Board.
e. all necessary measures have to be taken according to the decision/assigned by the board.
f. report to the authority empowered by the Board regarding assignment.
g. In case of approval of Yearly Financial Statement, appropriation of profit, declaration of
dividend, date of AGM, book closure/record date and any other decision which caused
price sensitive information for publicly traded company, the following immediate actions
must be taken by the CS :
- within 30 minutes of the decision in regard to price sensitive information shall be
informed to the SEC, DSE and CSE through fax.
- there after hard copy of same to be sent to the SEC, DSE and CSE
- a circular through two daily news paper (bangle and English) have to be
published.
- Financial statement (Management Accounts) to be sent to the Company Auditor
for their report immediately after board decision.
h. all necessary preparation to be take to hold the annual or other general meeting as
decided by the Board.
After Annual General Meeting
a. to be prepared draft Minutes of the meeting
b. place the draft minutes before the Chairman for his consent
c. get the signature of the Chairman of the meeting on the final printed minutes
d. to send the minutes of AGM to the SEC, DSE and CSE with in 14 days.
e. to send the information of appointment /reappointment of directors
f. to send the information of appointment /reappointment of auditors within 7 days of the
meeting
g. to file Summery of Share Capital and list of shareholders (Schedule X) ,audited accounts
h. to file Particulars of Directors ( Form-XII) and Consent to act as director (Form-IX) if
required.
i. to file Return of Allotment within 60 days if AGM declared any stock dividend.
j. To open separate bank account for payment of dividend and to deposit total amount of
dividend payable.
k. all necessary measures in regard to payment of dividend (cash or stock) with in 60 days
l. to pay income tax deducted from dividend with in seven days from the date of issue
m. to take action on other decision of the shareholders.
After Extra Ordinary General Meeting
a. to be prepared draft Minutes of the meeting
b. place the draft minutes before the Chairman for his consent
c. get the signature of the Chairman of the meeting on the final printed minutes
d. to file the minutes to the Registrar of Joint Stock Companies and Firms through ( FormVIII).
e. In regard to change of object clause of the memorandum necessary preparation for
obtaining of approval from the High Court.