Académique Documents
Professionnel Documents
Culture Documents
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 :
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:
-
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).
Arrange for audit and preparation of financial report as per Companies Act., IAS and
ISA.
j.
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)
2.
3.
4.
5.
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
General Ledger
Nominal Ledger
Subsidiary Ledger
Audited Accounts
Page-05
Compliance and Submission of Reports and Returns
SL.
No.
01
02
03
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
BSEC
Notification
dated 07-08-12
05
- Do -
06
BSEC Order
dated 27-07-11
07
Section-190
08
BSEC Rules
12(3a)
BSEC,
DSE & CSE
09
Company Auditors
10
BSEC Order
dated 27th July,
2011
Listing
Regulation 30
BSEC, DSE
& CSE
11
BSEC
Notification
dated 07-08-12
5 and Maximum 20
12
BSEC
Notification
BSEC, DSE
& CSE
13
RJSC
15 days
14
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.
In
Advance
Required
Time (Within)
No.
18
19
20
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
Section 36
23
BSEC
Notification
dated 07-08-12
24
25
BSEC order
dated 04-10-01
and Listing
Regulation 20
BSEC
Notification
dated 24-10-00
27
28
26
29
30
31
BSEC,
DSE & CSE
14 days,
60 days
after AGM
Section 88
RJSC
28 days
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
SEC Notification
dated
24-08-1995 and
19-12-2000
33
BSEC
Notification
dated
27-09-2009
34
BSEC
Notification
dated
27-09-2009
35
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
- Do Reference
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
37
38
Reporting to Compliance
39
Return of Allotment
40
41
42
43
Summary of shareholding
44
44
45
Transfer of shares of
Director/Sponsor/Officer /Financial
Beneficiary
46
47
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