CSP I 01 General Overview

8/16/2019 CSP I 01 General Overview

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ICSBCompany Secretarial Practice-I

Course Faculty:Khandaker Habibuzzaman

Company SecretarySquare Group

General Overview

A Company registered under Companies Act is a persona juris,cannot act by itself like a naturalperson and as it is a miniature republic, which is composed of its members, who are itsshareholders and real owners. It is managed on democratic principles by the electedrepresentative of the members, who are called directors and collectively expressed as the Boardof Directors. The Company can be run and managed either by the Board of Directors itself or bythe Board of Directors with the help of Managing Director or Chief Executive. Board of Directors

of a corporate management is the brain of the Company and the Company Secretary is the ears,eyes and hands.

A Company Secretary is :

An expert in Company, Corporate and Securities Laws A vital link between the company and its:

- Board of Directors- Owners (Members/Shareholders)- Government and Regulatory Authorities

A custodian and conscience seeker of the company A compliance officer of the company Corporate Planner and Strategic Manager

The company secretary is responsible for the efficient administration of a company, particularlywith regard to ensuring compliance with statutory and regulatory requirements and forensuring that decisions of the board of directors are implemented.

Despite the name, the role is not a clerical orsecretarial one in the usual sense. The CompanySecretary ensures that an organisation complies with relevant legislation and regulation, keeps

board members informed of their legal responsibilities. Company Secretaries ensure that thecompany and its directors operate within the law.

Company Secretary is the overseer of all corporate affairs, statutory and administrative.Company Secretary is the bridge between policy and implementation. Company Secretary is

responsible to comply with all the regulatory procedures and custodian of the interest of theCompany and he is responsible for maintaining strict secrecy of the affair of the Board as alsoany or every other matters of the Company.

The Company Secretary of a Company is appointed according to normal appointment policy ofthe Company and finally approved by the Board of Directors.

Contd..P-02

https://en.wikipedia.org/wiki/Secretaryhttps://en.wikipedia.org/wiki/Secretary


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Company Secretary in Practice also render following services:

- Legal, Secretarial and Corporate Governance- Corporate Restructuring

- Foreign Collaborations and Joint Ventures- Arbitration and Conciliation- Financial Management- Project Planning- Capital Market and Investor Relations- Due Diligence- Corporate Advisory Services

Duties and Responsibilities of the Company Secretary

The Company Secretary (CS) of a Company is the direct control by the Board of Directors as wellas the Managing Director of the Company. CS performs and entrusted with the following duties

and responsibilities:

IN REGARD TO - Company Affairs

a.Dealing with Members, Shareholders and meet their queries.

b.Convene and Management of the meeting of the Board of Directors and Members(general meeting) of the Company.

c.Make sure that the quorum is present before business of the Board or Members istransacted at the meeting.

d.Prepare minutes of the meeting(s) timely and correctly, obtaining signature of theChairman of the meeting, circulating the same among the Members of the Board and

therefore preserving in the minutes book.e.Make arrangement for inspection of minutes and provide copies thereof if so requested by the members.

f.Taking all necessary measures including preparation of Annual Report to conduct theGeneral Meeting in time according to the Companies Act, Rules and Regulation ofBangladesh Securities and Exchange Commission (BSEC) and Stock Exchange(s).

g.Preparing Annual Report for the Members (shareholders).

h.Filing of Returns namely a. List of members and Summary of Share Capital (Schedule-X), b. Particulars of Directors (Form-XII) in case of any change in the Board of Directors, c.Authenticated Balance Sheet and Profit and Loss Account, d. Consent to act as Director, e.Change of Address, f. Return of Allotment, g. Change in Capital, h. Special Resolution,

etc as and when required to the Government Authority.i. Arrange for audit and preparation of financial report as per Companies Act., IAS andISA.

j. Compliance of BSEC, DSE, CSE and other govt. authorities requirement.

k.Arrange to Submit in time the periodical report like Quarterly Report, Annual Report,Monthly various report according to the regulation of the BSEC, DSE and CSE.

Contd..P-03


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l. Duty to see various deeds, contracts and agreements whether these are properly framed,worded and terminologically in order before vetting and submission before the Board forapproval.

m.CS is one of the signatory of such agreements, contracts and deeds and at least aknowledgeable witness.

n.Ensure compliance of Corporate Governance according to the BSEC Notification.

o.Maintaining the statutory registers like

i. Register of Membersii. Register of Transfer of Sharesiii. Register of Directorsiv. Register of Mortgage and Chargesv. Register of Dividendvi. Register of contract with Directorvii. Minutes Books

Share Department

i) Supervision and maintenance of Computerized Share Management System (for papershares) and take care in regard to transfer of public shares according to the regulation ofSEC, DSE and CSE.

ii) Supervision, taking care and maintenance of Share Management System under CentralDepository System (CDS) (for electronic shares) like Dematerialization, Remateriali-zation, Freeze and Freeze Release Request etc.

iii) Necessary measures and supervision in regard to payment of dividend (cash/stock),issuance of shares certificate, crediting bonus shares to the respective BOID holder withinthe prescribed time frame.

iv) Submission of reports about payment of dividend as per BSEC, DSE and CSE Rules andRegulation.

v) Submission of monthly shareholding report to SEC according to prescribed format.

MEETINGS OF THE COMPANY

1. Meeting of the Members (Owners) :

a. Statutory Meeting b. Annual General Meetingc. Extraordinary General Meetingd. Class Meeting

2. Meeting of Board of Directors3. Meeting of Committee of Directors4. Meeting of Debenture holders5. Other Meetings :

a.Meeting of the Shareholders and/or creditors etc. convened by the Court foramalgamation, compromise or arrangement.

b.Meeting of Creditors and contributors convened for winding up.

Contd..P-04


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MAINTENANCE OF BOOKS AND REGISTERS

As required by the Companies Act 1994, the company has to maintain the following books andregisters in its Head Office, which are subject to inspection as per the Companies Act and

Articles of Company:

Register and Books of Secretarial Department

1. Register of Members2. Members Index Book3. Register of Transfer of Shares

4. Register of Directors5. Register of Mortgage and Charges

6. Register of Dividend7. Register of contract with Director8. Minutes Books

Accounting Books & Records

1.General Ledger2.Nominal Ledger

3.Subsidiary Ledger4.Audited Accounts

Company Secretary must have the following relevant statutory andother publications such as :

1. The Companies Act. 1994

2. Securities and Exchange Ordinance and Rules

3. Securities and Exchange Commission Act.

4. Listing Regulation of the Stock Exchange(s)

5. Foreign Exchange Regulation Act 1947

6. Banking Companies Act 1991 (for Bankers)

7. Exchange Control Manual

8. Industrial Policy

9. Income Tax Ordinance 1984

10. Finance Act

11. Stamp Act 1899

12. Trade Marks Act 1940

Contd..P-05


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Compliance and Submission of Reports and Returns

SL.No.

Compliance, Reports and Returns Reference Required byTime(Within)

01 Annual General Meeting for listedCompany’s

BSECNotificationdated 22-10-01

BSEC 6 month

02Annual General Meeting for non listedCompany’s

Section 81CompaniesAct

9 month

03 Annual Report (50 copies)ListingRegulation 17BSEC Rules 12(4)

BSEC, DSE& CSE

14 days beforeAGM

03.a Certificate of BAPLC AssociationBSEC/CMRRCD/2006-161/324dated 11-04-2010

BSEC, DSE& CSE

AlongwithAnnualReport

04Appointment of Company Secretary,Chief Financial Officer and Head ofInternal Audit


Company Secretary andChief Financial Officer

should attend the boardmeeting.

05 Appointment of Independent Director - Do -1/5 of the total number ofthe Board of Directors

06 Audio visual of Annual General MeetingBSEC Orderdated 27-07-11

BSEC, DSE& CSE

3 workingdays

07 Audited Financial Report Section-190 RJSC30 daysafter AGM

08

Audited Financial Report within 120days from the date of FY end. Reportshould be prepared in accordance withIAS standard

BSEC Rules12(3a)

BSEC,DSE & CSE

14 days

09 Company AuditorsBSEC Orderdated 27th July,2011

Can not be appointed formore than a consecutiveperiod of three years

10Board Meeting date especially foradoption of Accounts and declaration ofdividend

ListingRegulation 30

BSEC, DSE& CSE

InAdvance

11 Board Size MinimumBSECNotificationdated 07-08-12

5 and Maximum 20

12 Buy/Sell of shares of SponsorsBSECNotification

BSEC, DSE& CSE

to beexecutedwith in 30days

13 Change of Name of the CompanySection 11(6)and 88

RJSC 15 days

14 Consent of Directors to Act(Form IX) Section 92 RJSC 30 days Afterappointment

15Conversion of private company intopublic company

Section 231 RJSC 30 days

16Conversion of public company intoprivate company

Section 232 RJSC

17Directors Report to be prepared inaccordance with

Section 184 and BSEC Notification dated 07-08-12

SL. Compliance, Reports and Returns Reference Required Time (Within)


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No. by

18 Dividend Payment ReportBSEC Orderupdated on09-02-2010

BSEC,DSE & CSE

7 days after 30days from thedate of AGM

19Dividend recommended by the Board ofDirectors

SEC order dated26-11-01

Cannot be changed priorto holding the AGM

20

Increase of Share Capital for more then 1crore for Public Limited Company andmore than 10 crore for Private limitedCompany.

BSEC Orderdated 28-03-2001and 19-08-2004

Prior permission of BSECrequired

21 Intimation of Auditors Section 210(2) AuditorWithin 7days afterAGM

22List of Members and Summary of shareCapital (Schedule X)

Section 36 RJSC21 daysafter AGM

23Listed Company should have AuditCommittee


Committee shouldcomprised by at least 3members from directorsone of them should be theIndependent Director

24 Minutes of AGM and EGM

BSEC order

dated 04-10-01and ListingRegulation 20

BSEC,DSE & CSE

14 days,60 daysafter AGM

25No benefit in cash or kind other than inthe form of cash or stock dividend shall be paid to Members


26Notice of Situation of Registered Office Section 88 RJSC 28 days

27Notice relating to consolidation or sub-division of shares or the conversion ofshares into stock

Section 54 RJSC 15 days

28Particulars of DirectorsForm XII

Section 115 RJSC14 daysafterchange

29 Particulars of Modification ofMortgage

Section 167(3) RJSC 21 days

30 Particulars of Mortgage Section 159 RJSC 21 days

31Particulars of Satisfaction ofMortgages

Section-172 RJSC 21 days

32 Price Sensitive Information

SECNotificationdated24-08-1995 and19-12-2000

BSEC,DSE & CSEand newspaperpublication

30 minutesof takingdecision andpublishimmediately

33Price Sensitive Information related Boardmeeting

BSECNotificationdated

27-09-2009

Should be held either aftertrading hour or on a holiday

34 Quarterly Financial Report - 1st Quarter

BSECNotificationdated27-09-2009

BSEC,DSE & CSEand newspaperpublication

45 daysafter endof 1st Qtr

35 Quarterly Financial Report – 2nd Quarter - Do - - Do -30 daysafter endof 2nd Qtr

SL.No.

Compliance, Reports and Returns Reference Required by Time(Within)


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36 Quarterly Financial Report – 3rd Quarter - Do - - Do -30 daysafter endof 3rd Qtr

37 Record Date NoticeListingRegulation13, 15, 36

DSE & CSE7 marketdays priorto recorddate

38 Reporting to ComplianceBSECNotificationdated 07-08-12

The directors of theCompany shall state in thedirectors’ report regardingthe compliance

39 Return of Allotment Section- 151 RJSC

60 daysfrom thedate ofallotment

40 Shareholding of Sponsor/Director andowners of 10% & above

BSECNotificationdated29/08/2004

BSEC

Monthlywithin 10th

of themonth.

41 Special/Extra Ordinary Resolution Section 88 RJSC15 daysafterpassing

42Sponsor and/or Directors shall be barredfrom disposing off their share. Incase ofdividend recommended only of GeneralMembers

BSEC orderdated24-11-2002

During the periodcommencing from the dateof concerned Boardmeeting until holding ofconcern AGM.

43 Summary of shareholdingListingRegulation 20

BSEC, DSE& CSE

30 daysAfter 30th June and31st Dec.

44Trading by directors, officers and beneficial owner.

BSECOrdinance 14

Makes any gain by thepurchase and sale of suchsecurity within a period ofless than six months, shallmake a report and tenderthe amount of such gain to

the issuer.

44

Trading of shares by sponsor, director,employee, auditors or person related toaudit work, advisor or legal advisor or beneficial owners is prohibited

Insider TradingRules andNotificationdated23-03-2010

Two month before theperiod commencing fromthe date on which the FYends until the date ofmeeting on which theBoard of Directorsconsidered and adoptedthe financial statements.

45Transfer of shares ofDirector/Sponsor/Officer /FinancialBeneficiary

BSECNotification25-03-2001

BSEC, DSE,CSE

7 daysaftertransfer

46 Website of the Issuer

Issuer shall have website where latestfinancial statement should be displayed andshould be linked with DSE and it should be

updated.

47 Free Float Number of shares DSE, CSE3 workingday from themonth end.

48Shareholding of sponsors/promotersand directors

DSE, CSE7 days fromthe monthend.

RJSC=Registrar of Joint Stock CompaniesBSEC= Bangladesh Securities and Exchange Commission

DSE=Dhaka Stock Exchange,CSE=Chittagong Stock Exchange

Documents

CSP I 01 General Overview