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Secretarial Practices Outline

The document outlines topics related to secretarial practices. It discusses the appointment and qualifications of a company secretary and their general functions and legal obligations. It also covers important topics such as the secretary's responsibilities prior to and after company incorporation, corporate secretarial events during a financial year including preparing accounts and holding annual general meetings. Finally, it discusses conveying general meetings such as drafting notices and checklists and matters relating to resolutions and minutes of meetings including obtaining commencement of business certificates and recording minutes.

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463 views5 pages

Secretarial Practices Outline

The document outlines topics related to secretarial practices. It discusses the appointment and qualifications of a company secretary and their general functions and legal obligations. It also covers important topics such as the secretary's responsibilities prior to and after company incorporation, corporate secretarial events during a financial year including preparing accounts and holding annual general meetings. Finally, it discusses conveying general meetings such as drafting notices and checklists and matters relating to resolutions and minutes of meetings including obtaining commencement of business certificates and recording minutes.

Uploaded by

naeem_shams
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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SECRETARIAL PRACTICES

TOPICS TO BE COVERED
1. General Topics
1. Appointment of Company Secretray
2. Qualification of Company Secretary
3. Functions/legal obligations/duties of Company Secretary
2. Important Topics
1.
2.
3.
4.

Functions of secretary prior and after incorporation of the company


Corporate secretarial events during financial year [2001, 1999]
Purchase of shares (Responsibilities of Company Secretary) [S-2008]
Issuance of shares (at discount) (Responsibilities of Company Secretary) [W-2008]

3. Conveying General Meetings


1.
2.
3.
4.

Draft a notice of AGM of Listed company [W-2004, W - 2002]


Items of agenda of AGM [W-2004, W - 2002]
Checklist for smooth holding of AGM [S-2001]
Secretarial matters for First BOD meeting

4. Resolution and Minutes


1. Secretarial events for obtaining Certificate of Commencement of Business [S-2004]
2. Minutes of Proceedings of General meetings and Directors [W-2006]

GENERAL TOPICS
Chapter # 1
1. Appointment of secretary:
It is not a statuatory requirement to appoint a company secretary till yet. However, directors appoint a
company secretary for meeting the statuatory obligations in compliance of provisions of Company
ordinance, 1984 and other allied laws and matters.
2. Qualification of Company Secretary
Qualification falls into:
Professional/ Academic Qualification
Other Qualification
i. Professional / Academic Qualification :
a) Member of ICAP; or

Document Controller:

Saqib Ghafoor (CA-Finalist; [email protected])

b)
c)
d)
e)

Member of ICMAP; or
Member of ICSP (Institute of Corporate Secretaries of Pak); or
Law Graduate; or
Master in Business administration or commerce.

ii. Other Qualification: (knowledge of All subjects of CA)


a)
b)
c)
d)
e)
f)
g)
h)
i)

Knowledge of secretarial Practices;


Knowledge of Company law;
Knowledge of Business law;
Knowledge of Taxation law;
Knowledge of Information Technology;
Knowledge of Accountancy;
Knowledge of Organization and Management;
Knowledge of Banking and Finance;
Legal Knowledge.

3. Functions of Company Secretary


Functions of Company Secretary falls into:
1. Secretarial Functions;
2. Non Secretarial Functions.
i. Secretarial Functions:
a) to ensure compliance of all the provisions of companies ordinance, 1984 and other statutes;
Relating to MOA & AOA:
b) to ensure business of the company conducted in accordance with MOA ;
c) to ensure Affairs of the company conducted in accordance with AOA ;
Relating to BOD meetings:
d) to prepare agenda and other documents for regular & special meetings of BOD;
e) to hold BOD meetings and prepare correct record of meetings;
f) to attend the BOD meetings in order to ensure that legal requirements are fulfilled;
Relating to AGM & Other EO meetings:
g) to prepare agenda and other documents for AGM & Extraordinary meetings;
h) to hold AGM & EO meetings and prepare correct record of meetings;
i) to attend the AGM & EO meetings in order to ensure that legal requirements are fulfilled;
Relating to Shares etc section: (if possible write responsibility of sec mentioned in each sections)
j) to carry out all matters concerned with issuance of shares, transfer/transmission of shares,
buyback of shares etc. and other matters including maintenence of statuatory share register etc.
Relating to Insurance:
k) to insure that company properties and interest are adequately insured and deal with insurance
matters;
l) etc etc ....
ii. Non Secretarial Functions.
a)
b)
c)
d)
e)

Administrative functions;
Organizational functions;
Coordination functions;
Liason Function;
Managerial Functions.

Document Controller:

Saqib Ghafoor (CA-Finalist; [email protected])

IMPORTANT TOPICS
Chapter # 2

1. Functions of secretary prior and after incorporation of the company


Functions prior to incorporation of Company:
1.
2.
3.
4.
5.
6.
7.
8.
9.

to get MOA & AOA prepared and printed;


to enter into preliminary contracts, if any;
to ascertain from Registrar of companies if proposed name of the company is available;
to file copy of MOA & AOA to Registrar and they must be properly stamped;
to attend the meeting of the promoters, record the proceedings and keep the minutes of the
meeting;
to send the registration fee;
to see that provisions of companies ordinance are relating to incorporation are compiled with;
to make statuatory declaration stating that all provisions of companies ordinance are relating to
incorporation are compiled with
to obtain certificate of incorporation from Registrar.

Functions After incorporation of Company:


1. to obtain certificate of commencement of business in case of public company;
2. to arrange meeting of directors and company under the following agenda
a) Appointment of Bankers, Brokers, Auditors, and Solicitors;
b) Appointment of Chairman;
c) Fixation of Quorum;
d) Adoption of Draft Prospectus;
e) Adoption of underwriting Contracts, if any.
3. to prepare and despatch letter of Allotment;
4. to file statuatory return and accounts with the registrar concerned and Commission;
5. to get the important documents of the company.

2. Corporate secretarial events during financial year [2001, 1999]


i. Preparation and circulation of quaterly and half yearly accounts:
a) Filing 3 copies of Quaterly accounts within 1 month of close of each quater with the
concerned stock exchange, Commission and to the members;
b) Filing of Halfyearly accounts accounts audited or otherwise within 2 months of close of
first half year with the concerned stock exchange, Commission and to the members;
c) Filing of Quaterly returns relating to related party transactions and transfer pricing with
the commission.
ii. Change in beneficial ownership:
a) File prescribed return (FORM 32) with commission within 30 days of such change;
b) File (FORM 29) with in 14 days from any change in Directors, CEO, legal advisor, chief
accountant, compnay secretary and auditor (Sec. -205)

Document Controller:

Saqib Ghafoor (CA-Finalist; [email protected])

iii. Holding AGM and Related issues :


a) obtain prior approval from stock exchange regarding date and time of holding AGM or
EGM;
b) to fax financial results of the company immediately after approval of BOD to concerned
stock exchanges;
c) to arrange printing of annual reports along with audited accounts (Mari Gas - Sec section)
d) to send notice of the meeting along with annual report to all members through registered
post atleast 21 days before AGM;
e) to arrange publication of notice of AGM in atleast two daily newspapers;
f) to fax copy of AGM notice to Commission in the day of its publlication
g) to send copy of newspaper to Commission in which notice of AGM published;
h) to send such number of copies of annual reports to all stock exchanges in line with their
respective listing regulations;
i) to send 3 copies of audited accounts to Commission, one duly signed by auditors, and
CEO of company;
j) File 3 copies of Annual return to CRO.

iii. Purchase of shares (Responsibilities of Company Secretary) [S-2008]


procedure for purchase of shares (same as in section 95 (A) and Buy Back of Shares rules)
iv. Issuance of shares (at discount) (Responsibilities of Company Secretary) [W-2008]
Procedure for issuance of shares at discount (same as in section..... of the ordinance)

CONVEYING GENERAL MEETINGS


Chapter # 3
1. Draft a notice of AGM of Listed company [W-2004, W - 2002]
2. Secretarial matters for First BOD meeting

3. Checklist for smooth holding of AGM [S-2001]


( Same as "Holding AGM and related issues" in Corporate Secretarial events during year )

RESOLUTION & MINUTES


Chapter # 4

1. Secretarial events for obtaining Certificate of Commencement of Business [S-2004]


Issuance of prospectus is considered in the meeting of board of director and approved by them;
Application along with proposed resolution and other requisite information is sent to commission for
approval;
concerned stock exchange is contacted for issuance of prospectus;

Document Controller:

Saqib Ghafoor (CA-Finalist; [email protected])

filing of prospectus with registrar concerned along with treasury challan of Rs. 200 as filing fee;
Subscription is collected from public. total subscription from public as well sponsors and directors
shouldn't be less than minimum subscription;
to refund money of subscription to unsuccessful applicant within 10 days of balloting;
to convene BOD meeting for allotment of shares to successful applicant;
to file return of allotment (Form - 3) with registrar within 30 days of allotment;
to file with registrar duly verified declaration on prescribed format (Form - 22) for obtatining certificate of
commencement of business (section 146)
to obtain certificate of commencement of business from registrar of companies,
2. Minutes of Proceedings of General meetings and Directors [W-2006]
Main Document : it is the main document for recording the proceeding of AGM and BOD meetings;
Evidence: Although it is the evidence of the proceeding of the meeting, but they are never the "inclusive"
nor the " exclusive" evidence of ALL proceedings that have actually taken place.
Time: it is required to be recorded with in 7 days positively.
Inspection: members can inspect the minute book atleast two ( 2 ) hours during the working hours
without payment of fee;
Alteration: Minutes once made and signed can never be altered by striking out or adding anything;
Preparation and approval of Draft minutes: Company secretary prepare draft minutes, and are
approved by Chairman with such changes as he considered necessary to ensure that it contains true and
fair summary of proceedings;
Circulation: Final minutes are circulated to directors for their comments and actions thereon;
Circulation to concerned officer/ document: Secretary furnished copies of minutes to Concerned
officer and department of company for their comments and actions thereon;

Document Controller:

Saqib Ghafoor (CA-Finalist; [email protected])

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