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ICSB

Course Faculty:
Khandaker Habibuzzaman
Company Secretary
Square Group

Company Secretarial Practice-I

Meetings of the Company


A company is a miniature republic, which is composed of its members, who are its shareholders and
the 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 a
company are thus, the representatives and agents of the members. They are responsible and
accountable to the members. However, a company though a persona juris, cannot act by itself like a
natural person. It therefore, expresses its wills or takes its decisions through passed at regularly
convened 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 members
collectively 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 the
meetings, thus it is essential that the business transacted at such meeting is valid and not to be
questioned later due to irregularities. And this is why the duty of a Company Secretary to study
carefully the law relating to meeting and to be careful that the business at meeting is conducted in
conformity with the law.
Companies Act 1994 contains the law relating to meetings as follows :
Section 81 deals with Annual General Meetings
Section 83 provides for the holding of Statutory Meetings
Section 84 defines extraordinary general meeting on requisition
Section 87 explains about the extraordinary and special general meeting
Section 88 provides for the restriction of certain resolutions
Section 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 and
Company Secretary is the key persons to making a meeting success or just a waste of many peoples
valuable time.
A meeting may be broadly defined as a gathering, assembly or coming together of a number of
persons 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 a
place for fruitful participation of the managerial corps in planning and executing their job and later
on justifying their actions before another forum such as meeting of the members. Such forums enable
free and face to face exchange of ideas and views and provide for collective wisdom to be brought
into play for achieving the corporate goal.
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Kinds of Meetings
Company meeting may be of the following kinds :1.

2.
3.
4.
5.

Meeting of the Members of a Company :


a. Statutory Meeting
b. Annual General Meeting
c. Extraordinary General Meeting
d. Requisitioned Meeting
e. Class meeting
Meeting of Board of Directors
Meeting of Committee of Directors
Meeting of Debenture holders
Other Meetings:a. Meeting of Shareholders and/or Creditors etc. convened by the Court for
amalgamation
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.
b.

Meeting must be convened by proper authority


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 meeting
d. Prescribed Quorum should have present in the meeting
e. Moving motion, seconding, voting, polling and adopting resolution.
f. Meeting must conduct its business as per rules and regulations (Articles) governing the
meeting.
Notice of a Company Meeting
Notice of a company meeting is a mode to inform, invite or intimate in writing to the persons who are
entitled to participate in it for due deliberations. It is to be issued with due authority granted by the
directors or as per articles of association of the company or on the requisition required majority. The
Company 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 companys articles of
association or in the Companies Act. A number of general principles which are applicable to all the
meeting(s) are as follows :
1.
2.
3.
4.
5.
6.
7.
8.

Notice is to be issued on the authority specified in the articles or according to the


regulation 113-117.
Notice of meeting shall be given every member for the time being in Bangladesh and at
his registered address in Bangladesh. sec-95 and Regu-117
Notice to be served in the prescribed manner.
Notice to be given every person entitled to receive.
Notice need not be given if all entitled to attend are present.
Notice must give the proper period of meeting
Notice must state the day, date, time and place of meeting
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 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.

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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.

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