Duties and Responsibilities of the Company Secretary

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 
 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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