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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; saqib_ghafoor@live.com)

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; saqib_ghafoor@live.com)

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; saqib_ghafoor@live.com)

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; saqib_ghafoor@live.com)

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; saqib_ghafoor@live.com)