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ICSBCompany Secretarial Practice-I

Course Faculty:Khandaker HabibuzzamanCompany SecretarySquare Group

Meetings of the Company

A company is a miniature republic, which is composed of its members, who are its shareholders andthe real owners. It is managed on democratic principles by the elected representative of the members,who are called directors and collectively expressed as the Board of Directors. The directors of acompany are thus, the representatives and agents of the members. They are responsible andaccountable to the members. However, a company though a persona juris,cannot act by itself like anatural person. It therefore, expresses its wills or takes its decisions through passed at regularlyconvened meetings of its constituent members and their elected representatives, the directors.

The members of a company have certain corporate rights, which can he exercised by the memberscollectively by means of democratic process, usually by majority unless otherwise stipulated.Corporate rights are the rights, which each member has agreed to be exercised by majority at general

meetings.

All the major policy and vital decisions of the company comes through the resolutions of themeetings, thus it is essential that the business transacted at such meeting is valid and not to bequestioned later due to irregularities. And this is why the duty of a Company Secretary to studycarefully the law relating to meeting and to be careful that the business at meeting is conducted inconformity with the law.

Companies Act 1994 contains the law relating to meetings as follows :

Section 81 deals with Annual General MeetingsSection 83 provides for the holding of Statutory MeetingsSection 84 defines extraordinary general meeting on requisition

Section 87 explains about the extraordinary and special general meetingSection 88 provides for the restriction of certain resolutionsSection 89 states the keeping of minutes of proceeding at general meetings  and meeting of Directors.Section 95-96 contains regarding meeting of directors.

A Company Secretary has to play vital role in planning and organizing all types of meeting andCompany Secretary is the key persons to making a meeting success or just a waste of many people’svaluable time.

A meeting may be broadly defined as a gathering, assembly or coming together of a number ofpersons for the transaction of any lawful business.

Meeting its Need and Important

The importance of meeting in company administration cannot be overemphasized. Meetings have become part and parcel of corporate management and collective decision making. Meetings provide aplace for fruitful participation of the managerial corps in planning and executing their job and lateron justifying their actions before another forum such as meeting of the members. Such forums enablefree and face to face exchange of ideas and views and provide for collective wisdom to be broughtinto play for achieving the corporate goal.

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Kinds of Meetings

Company meeting may be of the following kinds :-

1.Meeting of the Members of a Company :a.Statutory Meeting b.Annual General Meeting

c. Extraordinary General Meetingd.Requisitioned Meetinge. Class meeting

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

a.Meeting of Shareholders and/or Creditors etc. convened by the Court foramalgamation

 b.Meeting of Creditors and Contributors convened for winding-up.

Essential for a Valid Meeting

A valid meeting must follow the steps as mention below:

a.Meeting must be convened by proper authority b.Adequate notice of the meeting along with specific agenda must be given to every

member entitled timely and properly.c. A properly appointed Chairman must conduct the meetingd.Prescribed Quorum should have present in the meetinge.Moving motion, seconding, voting, polling and adopting resolution.f. Meeting must conduct its business as per rules and regulations (Articles) governing themeeting.

Notice of a Company Meeting

Notice of a company meeting is a mode to inform, invite or intimate in writing to the persons who areentitled to participate in it for due deliberations. It is to be issued with due authority granted by thedirectors or as per articles of association of the company or on the requisition required majority. TheCompany Secretary may issue notice for a meeting, but his signature must be qualified by the word“by order of the Board”

The provisions relating to convening of each class of meeting are found in the company’s articles ofassociation or in the Companies Act. A number of general principles which are applicable to all themeeting(s) are as follows :

1.Notice is to be issued on the authority specified in the articles or according to theregulation 113-117.2.Notice of meeting shall be given every member for the time being in Bangladesh and athis registered address in Bangladesh. sec-95 and Regu-117

3.Notice to be served in the prescribed manner.4.Notice to be given every person entitled to receive.5. Notice need not be given if all entitled to attend are present.6.Notice must give the proper period of meeting7.Notice must state the day, date, time and place of meeting8.Notice must contain the name of the Company

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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 newspaper.

15.Minimum length of Notice for

a. Statutory Meeting - 21 days

 b. Annual General Meeting - 14 days

c. Extraordinary General Meeting :

 Requisitioned Meeting - 21 days

 To pass Special Resolution - 21 days

 To pass Extra Ordinary Resolution- 14 days

d. Board Meeting - 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

Chairman’s 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/hersignature 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.

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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 havegot statutory time limit to complete, others are of routine nature.

The formalities/function are listed below in order of priority :

After Board Meetinga.to be prepared draft Minutes of the meeting b.place the draft minutes before the Chairman for his consentc.get the signature of the Chairman of the meeting on the final printed minutesd.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 ofdividend, date of AGM, book closure/record date and any other decision which causedprice sensitive information for publicly traded company, the following immediate actionsmust be taken by the CS :

- within 30 minutes of the decision in regard to price sensitive information shall beinformed 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 bepublished.

- Financial statement (Management Accounts) to be sent to the Company Auditorfor their report immediately after board decision.

h.all necessary preparation to be take to hold the annual or other general meeting asdecided by the Board.

After Annual General Meetinga.to be prepared draft Minutes of the meeting b.place the draft minutes before the Chairman for his consentc.get the signature of the Chairman of the meeting on the final printed minutesd.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 directorsf. to send the information of appointment /reappointment of auditors within 7 days of themeeting

g.to file Summery of Share Capital and list of shareholders (Schedule X) ,audited accountsh.to file Particulars of Directors ( Form-XII) and Consent to act as director (Form-IX) ifrequired.

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 daysl. to pay income tax deducted from dividend with in seven days from the date of issuem.to take action on other decision of the shareholders.

After Extra Ordinary General Meetinga.to be prepared draft Minutes of the meeting b.place the draft minutes before the Chairman for his consentc.get the signature of the Chairman of the meeting on the final printed minutesd.to file the minutes to the Registrar of Joint Stock Companies and Firms through ( Form-VIII).

e.In regard to change of object clause of the memorandum necessary preparation forobtaining of approval from the High Court.