ICSB

Company Secretarial Practice-I

Course Faculty:
Khandaker Habibuzzaman
Company Secretary
Square Group

General Overview
A Company registered under Companies Act is a persona juris, cannot act by itself like a natural
person and as it is a miniature republic, which is composed of its members, who are its
shareholders and 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 Company can be run and managed either by the Board of Directors itself or by
the 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, particularly
with regard to ensuring compliance with statutory and regulatory requirements and for
ensuring that decisions of the board of directors are implemented.
Despite the name, the role is not a clerical or secretarial one in the usual sense. The Company
Secretary ensures that an organisation complies with relevant legislation and regulation, keeps
board members informed of their legal responsibilities. Company Secretaries ensure that the
company 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 the
Company and he is responsible for maintaining strict secrecy of the affair of the Board as also
any or every other matters of the Company.
The Company Secretary of a Company is appointed according to normal appointment policy of
the Company and finally approved by the Board of Directors.
Contd..P-02

Page-02
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 well
as 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 is
transacted at the meeting.
d. Prepare minutes of the meeting(s) timely and correctly, obtaining signature of the
Chairman 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 the
General Meeting in time according to the Companies Act, Rules and Regulation of
Bangladesh 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 and
ISA.

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

Page-03
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 for
approval.

m. CS is one of the signatory of such agreements, contracts and deeds and at least a
knowledgeable witness.
n. Ensure compliance of Corporate Governance according to the BSEC Notification.
o. Maintaining the statutory registers like
i.
Register of Members
ii.
Register of Transfer of Shares
iii.
Register of Directors
iv.
Register of Mortgage and Charges
v.
Register of Dividend
vi.
Register of contract with Director
vii.
Minutes Books
Share Department
i)
ii)
iii)
iv)
v)

Supervision and maintenance of Computerized Share Management System (for paper

shares) and take care in regard to transfer of public shares according to the regulation of
SEC, DSE and CSE.
Supervision, taking care and maintenance of Share Management System under Central
Depository System (CDS) (for electronic shares) like Dematerialization, Rematerialization, Freeze and Freeze Release Request etc.
Necessary measures and supervision in regard to payment of dividend (cash/stock),
issuance of shares certificate, crediting bonus shares to the respective BOID holder within
the prescribed time frame.
Submission of reports about payment of dividend as per BSEC, DSE and CSE Rules and
Regulation.
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 Meeting
c. Extraordinary General Meeting
d. Class Meeting

2.
3.
4.
5.

Meeting of Board of Directors

Meeting of Committee of Directors
Meeting of Debenture holders
Other Meetings :
a. Meeting of the Shareholders and/or creditors etc. convened by the Court for
amalgamation, compromise or arrangement.
b. Meeting of Creditors and contributors convened for winding up.
Contd..P-04

Page-04
MAINTENANCE OF BOOKS AND REGISTERS
As required by the Companies Act 1994, the company has to maintain the following books and
registers 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.
2.
3.
4.
5.
6.
7.
8.

Register of Members
Members Index Book
Register of Transfer of Shares
Register of Directors
Register of Mortgage and Charges
Register of Dividend
Register of contract with Director
Minutes Books

Accounting Books & Records

1.
2.
3.
4.

General Ledger
Nominal Ledger
Subsidiary Ledger
Audited Accounts

Company Secretary must have the following relevant statutory and

other publications such as :
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

The Companies Act. 1994

Securities and Exchange Ordinance and Rules
Securities and Exchange Commission Act.
Listing Regulation of the Stock Exchange(s)
Foreign Exchange Regulation Act 1947
Banking Companies Act 1991 (for Bankers)
Exchange Control Manual
Industrial Policy
Income Tax Ordinance 1984
Finance Act
Stamp Act 1899
Trade Marks Act 1940
Contd..P-05

Page-05
Compliance and Submission of Reports and Returns
SL.
No.

Compliance, Reports and Returns

01

Annual General Meeting for listed

Companys

02

Annual General Meeting for non listed

Companys

03

Annual Report (50 copies)

03.a Certificate of BAPLC Association

Reference
BSEC
Notification
dated 22-10-01
Section 81

Required by

Time
(Within)

BSEC

6 month

Companies
Act

9 month

14 days

Listing
BSEC, DSE
Regulation 17
& CSE
BSEC Rules 12(4)
BSEC/CMRRCD
/2006-161/324
dated 11-04-2010

14 days
before
AGM
Along
BSEC, DSE
with
& CSE
Annual
Report
Company Secretary and
Chief Financial Officer
should attend the board
meeting.
1/5 of the total number of
the Board of Directors
BSEC, DSE
3 working
& CSE
days
30 days
RJSC
after AGM

04

Appointment of Company Secretary,

Chief Financial Officer and Head of
Internal Audit

BSEC
Notification
dated 07-08-12

05

Appointment of Independent Director

- Do -

06

Audio visual of Annual General Meeting

BSEC Order
dated 27-07-11

07

Audited Financial Report

Section-190

08

Audited Financial Report within 120

days from the date of FY end. Report
should be prepared in accordance with
IAS standard

BSEC Rules
12(3a)

BSEC,
DSE & CSE

09

Company Auditors

Can not be appointed for

more than a consecutive
period of three years

10

Board Meeting date especially for

adoption of Accounts and declaration of
dividend

BSEC Order
dated 27th July,
2011
Listing
Regulation 30

BSEC, DSE
& CSE

11

Board Size Minimum

BSEC
Notification
dated 07-08-12

5 and Maximum 20

12

Buy/Sell of shares of Sponsors

BSEC
Notification

BSEC, DSE
& CSE

13

Change of Name of the Company

RJSC

15 days

14

Consent of Directors to Act

(Form IX)

Section 11(6)
and 88

to be
executed
with in 30
days

Section 92

RJSC

30 days After
appointment

Section 231

RJSC

30 days

Section 232

RJSC

15
16
17
SL.

Conversion of private company into

public company
Conversion of public company into
private company
Directors Report to be prepared in
accordance with
Compliance, Reports and Returns

In
Advance

Section 184 and BSEC Notification dated 0708-12

Reference

Required

Time (Within)

No.
18
19
20

Dividend Payment Report

Dividend recommended by the Board of
Directors
Increase of Share Capital for more then 1
crore for Public Limited Company and
more than 10 crore for Private limited
Company.

by
BSEC Order
7 days after 30
BSEC,
updated on
days from the
DSE & CSE
09-02-2010
date of AGM
SEC order dated Cannot be changed prior
26-11-01
to holding the AGM
BSEC Order
Prior permission of BSEC
dated 28-03-2001
required
and 19-08-2004

21

Intimation of Auditors

Section 210(2)

22

List of Members and Summary of share

Capital (Schedule X)

Section 36

23

Listed Company should have Audit

Committee

BSEC
Notification
dated 07-08-12

24

Minutes of AGM and EGM

25

No benefit in cash or kind other than in

the form of cash or stock dividend shall
be paid to Members

BSEC order
dated 04-10-01
and Listing
Regulation 20
BSEC
Notification
dated 24-10-00

Notice of Situation of Registered Office

27
28

26

29
30
31

BSEC,
DSE & CSE

14 days,
60 days
after AGM

Section 88

RJSC

28 days

Notice relating to consolidation or subdivision of shares or the conversion of

shares into stock

Section 54

RJSC

15 days

Particulars of Directors
Form XII

Section 115

RJSC

14 days
after
change

Section 167(3)

RJSC

21 days

Section 159

RJSC

21 days

Section-172

RJSC

21 days

BSEC,
DSE & CSE
and news
paper
publication

30 minutes
of taking
decision and
publish
immediately

Particulars of Modification of
Mortgage
Particulars of Mortgage
Particulars of Satisfaction of
Mortgages

32

Price Sensitive Information

SEC Notification
dated
24-08-1995 and
19-12-2000

33

Price Sensitive Information related Board

meeting

BSEC
Notification
dated
27-09-2009

34

Quarterly Financial Report - 1st Quarter

BSEC
Notification
dated
27-09-2009

35

Quarterly Financial Report 2nd Quarter

SL.
No.

Within 7
days after
AGM
21 days
RJSC
after AGM
Committee should
comprised by at least 3
members from directors
one of them should be the
Independent Director
Auditor

Compliance, Reports and Returns

- Do Reference

Should be held either after

trading hour or on a holiday

BSEC,
DSE & CSE
and news
paper
publication
- Do Required by

45 days
after end
of 1st Qtr
30 days
after end
of 2nd Qtr
Time
(Within)

36

Quarterly Financial Report 3rd Quarter

37

Record Date Notice

38

Reporting to Compliance

39

Return of Allotment

40

Shareholding of Sponsor/Director and

owners of 10% & above

41

Special/Extra Ordinary Resolution

42

Sponsor and/or Directors shall be barred

from disposing off their share. Incase of
dividend recommended only of General
Members

43

Summary of shareholding

44

Trading by directors, officers and

beneficial owner.

44

Trading of shares by sponsor, director,

employee, auditors or person related to
audit work, advisor or legal advisor or
beneficial owners is prohibited

45

Transfer of shares of
Director/Sponsor/Officer /Financial
Beneficiary

46

Website of the Issuer

47

Free Float Number of shares

48

Shareholding of sponsors/promoters
and directors

30 days
after end
of 3rd Qtr
7 market
Listing
DSE
&
CSE
days prior
Regulation
to record
13, 15, 36
date
The
directors
of
the
BSEC
Company
shall
state
in the
Notification
directors
report
regarding
dated 07-08-12
the compliance
60 days
from the
Section- 151
RJSC
date of
allotment
BSEC
Monthly
Notification
within 10th
BSEC
dated
of the
29/08/2004
month.
15 days
Section 88
RJSC
after
passing
During the period
BSEC order
commencing from the date
dated
of concerned Board
24-11-2002
meeting until holding of
concern AGM.
30 days
Listing
BSEC, DSE
After 30th
Regulation 20
& CSE
June and
31st Dec.
Makes any gain by the
purchase and sale of such
security within a period of
BSEC
less than six months, shall
Ordinance 14
make a report and tender
the amount of such gain to
the issuer.
Two month before the
Insider Trading period commencing from
the date on which the FY
Rules and
ends until the date of
Notification
meeting on which the
dated
Board of Directors
23-03-2010
considered and adopted
the financial statements.
BSEC
7 days
BSEC, DSE,
Notification
after
CSE
25-03-2001
transfer
Issuer shall have website where latest
financial statement should be displayed and
should be linked with DSE and it should be
updated.
3 working
DSE, CSE
day from the
month end.
7 days from
DSE, CSE
the month
end.
- Do -

- Do -

RJSC=Registrar of Joint Stock Companies BSEC= Bangladesh Securities and Exchange Commission
DSE=Dhaka Stock Exchange, CSE=Chittagong Stock Exchange