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
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
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
IN REGARD TO - Share
Department
i) 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.
ii) Supervision, taking care and maintenance
of Share Management System under Central Depository 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 within the prescribed time
frame.
iv) Submission of reports about payment
of dividend as per BSEC, DSE and CSE Rules and Regulation.
v)
Submission of monthly
shareholding report to SEC according to prescribed format.
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