বুধবার, ১৮ নভেম্বর, ২০১৫

Meeting


Q-01 : What is Statutory Meeting ?

Ans. for Q-01 :



This is the first meeting of the shareholders of a company after its incorporation.



This meeting, according to the provisions of the companies Act [sec.83], is to be held within a period of not less than one month and not more than six months from date of receipt of certificate of commencement of a public limited company.



Such a meeting, however, is not required for a public limited company.



A statutory meeting is held once in the life time of a company.



Q-02 : Its it necessary for all kinds of companies to held statutory meeting ?



Ans. for Q-02:



It is applicable only in case of a public company (and not for private company)



Q-03 : What’s object of statutory Meeting ?

Ans. for Q-03 :



The object of such a meeting is to acquaint the shareholders about all affairs of the company since its incorporation. It affords the shareholders an early opportunity to know about the formation of the company, Issue of shares, Public subscription towards its share capital, the properties acquired, Its development projects and immediate prospects, possibility of its success and the cash position of the company with regards to its receipts and payments up to date within seven day of the date of the statutory report.



Auditors may be appointed before the statutory meeting by the directors [Section 210 (6)] to scrutinize such financial activities.



The statutory meeting is to be convened by a notice of 21 clear days.



Q-04 : What particulars are to be included in the statutory report ?

Ans. for Q-04:

This is the statement to be forwarded by the directors’ to every shareholder at least 21 days before holding of the statutory meeting together with a notice for the same.

This report contains the following information of the company:



  1. Total number of share allotted: The total numbers of shares allotted for different considerations with the particulars of such considerations.
  2. Cash Received: The total amount of cash received on different types of shares with particulars.
  3. Receipts & Payments: An abstract of cash receipts and payments.

    The above items are to be certified by the company’s auditors.

  4. Directors, Auditors & Others: The names, descriptions and addresses of the directors, managers, secretary and auditors of the company.
  5. The particulars of any contracts or its modifications.
  6. The extent to which underwriting contracts have been carried out.
  7. The arrears due on calls from directors’, managers and managing agents.
  8. The particulars of any commission or brokerage paid to nay director ,manger or managing agent.
    Q-05 : Sate whether such report should be sent to the member of the company ?

    Ans. for Q-05 :

    After sending such a report to the members a copy of this report is to be field with the registrar of joint stock companies.

    This report is to be certified by at least two directors one of whom to be the managing director and property dated and signed.

    Q-06: What’s is the penalty for not holding a statutory meeting within time limit ?

    Ans. for Q-06:

    If default is made in holding such a meeting , the director or the defacting officers may be fined up to tk. 5,000.

    Sec.83 (11)- Default in holding statutory meeting and

    Offences: forwarding statutory report to members and to registrar.

    Offenders: Directors or other officers

    Maximum Penalty: Tk.5,000.

    The company may even be wound up by the court if default is made in filling the statutory report to the registrar or in holding the statutory meeting.[Sec.24 (11)].

    The requirements of statutory meeting and the report are governed by section 83 of the companies act. 1994.
    Q-07: Describe Summary of statutory meeting procedures .
    Ans. for Q-07:
    Procedures:
    Purpose: To inform members about progress of the company since commencement and about financial success.
    When held: Within 6 months of commencement, but not before one month.
    Notice: 21 clear days notice
    Quorum : 5 Members in person if within half hour form appointed time quorum is not present ,the meeting is adjourned to next week same day same time. At the adjourned meeting members present from the quorum.
    Chairman: Chairman of the Board with always preside

    If chairman is absent then one of the directors if elected, will preside,
    If otherwise, one of the members may be elected as chairman.

    Voting: Decisions are arrived at through voting on motions duly proposed and second, voting may be on show of hands or by poll, by majority of votes. For ordinary resolution, simple majority and for special resolution 75% votes are required.
    Proxy: Allowed,
    Frequency: Only once.

    Q-08 :Objects  and purposes of the statutory meeting ?

    Ans. for Q-08:

    “The obvious purpose of a statutory meeting with its preliminary report is to put the shareholders of the company as early as possible in possession of all important facts relating to the new company-
    What’s shares have been taken up, what money received, what contracts entered in to, what sum spent on preliminary expenses”.
    The pupose of the statutory meetings is :

  1. To Provide the members of the company with full information regarding the registration of the company,the number of shares issued against cash and otherwise,the preliminary expenses, underwriting commission paid, etc.
  2. To give the shareholders an opportunity to discuss any matter regarding the formation of the company,
  3. To enable the members to know the financial position of the company; and
  4. To approve or modify any contract mentioned in the prospectus;

    A complete report, Called the statutory report is sent to the shareholders so that they may know about the general affairs of the company and the progress it has made since its registration.

    It may be pointed out here that the shareholders have every right to discuss the statutory report along with the notice calling the meeting but they cannot bring any matter for discussion for which a prior notice had not been give it.

    Statutory meeting is held once in the lifetime of a company.

    A private company needs not hold such a meeting.

    Q-09: Describe Secretarial work relating to the statutory meeting ?
    Ans. for Q-09 :

    Following Secretarial work relating to the statutory meeting:

  1. Before the meeting :

  1. The secretary must keep in mind the time limit prescribed by the companies Act. For holding the statutory meeting.If meeting is not held in time or the statutory report is not field with the registrar as required ,the court may order the compulsory winding up the company u/s 83 (10).
  2. He will prepare the stayutory report in the prescribed from as well as the notice of the meeting;
  3. He will convence a meeting of the board of directors to and approved the statutory report and the notice of the meeting;
  4. He will make arrangement for printing the statutory report and the notice and the notice of the meeting;
  5. He will dispatch the notice of the meeting and the statutory report to the members at least 21 days before the meeting;
  6. He will file with the registrar a copy of the statutory report certified by at least two directors of which one must be the managing directors.
  7. He will have to prepare an agenda of the meeting in consultation with the chairman;
  8. He will have to prepare a list of members showing names ,address and number of shares held by each one of them for placing it before the meeting;
  9. He has to make necessary arrangements e.g. seating arrangement for holding the meeting.

  1. During the meeting :

  1. He helps the chairman in ascertaining the quorum and reads the notice of the meeting at the instruction of chairman;
  2. If directed by the chairman ,he has to read the statutory report;
  3. He will place the list of members at the meeting and see that it remains open and accessible to them during the continuance of the meeting;
  4. He has to assist the chairman on any points of procedure and provide necessary explanations when required.
  5. He has to take notes of the proceedings of the meeting.

  1. After meeting :

The secretary has to draft the minutes of the meetings on the basis of notes taken by him and to get the same approved at the next meeting of the board of directors.



Q-10: Specimen of the notice of the statutory meeting?

Ans. for Q-10:



Anil STARCH Co. Ltd.

12,Bollyganj,Calculla.

Date :10th Oct 2014

Pursuant to Section 83 of the companies act,1994 ,Notice is hereby given that the statutory meeting of the company will be held at its registered office,12,Bollygonj ,Calcutta, on Saturday,The 3rd November ,2015, at 10 A.M.



A copy of the statutory report required to be submitted to the members in accordance with the above named section is sent herewith.







By the order of the Board

Pram Bannarjee

Secretary













Q-11: Specimen of the Agenda of the statutory meeting

Ans. for Q-11:

Agenda



Agenda for the statutory meeting to be held at 12,Bollyganj ,Calcutta ,on Monday,The 4th August ,1974 at 10 A.M.



  1. To read the notice company the meeting;
  2. Chairman to welcome the members and to explain the purpose holding the meeting to comply with the provisions of Section 83 of the companies act,1994;
  3. The chairman to make a statement on the statutory report and to explain the present position of the company and invite questions;
  4. Inspection of the member list;
  5. Vote of thanks to the clear.

    Q-12: Specimen of the minutes of the statutory meeting
    Ans. for Q-12:
    Minutes of the statutory meeting held at 12,Ballygonj Calcutta,on Monday ,the 4th August,1974 at 10 A.M.


  1. ………………………………………..in the chair
  2. ……………………………………………………….
  3. ………………………………………..Directors
  4. ………………………………………..Secretary
  5. Sixty shareholders were present.

  1. Notice of meeting: The secretary of the company read out the notice ,dated 19th June 2015,Calling the statutory meeting.
  2. Chairman Speech: The chairman welcomed the members. He explained the necessity of calling the meeting under section 83 of the companies act,1994,and said that since the statutory report had already been circulated to the members it might be taken as read.
    The members adopted the repot by clopping.
    He explained the present position of the company since its incorporation.
    He invited the members present to discuss and put question on the report and on matters regarding the information of the company.
    A few questions were raised and dealt with to the satisfaction of those present.
    The report was adopted unanimously.
  3. Inspection of members list: The chairmen informed the members of the company that a list of the members of the company was open to the inspection of any shareholders during the meeting according to the companies Act.
  4. Vote of Thanks: There being no other business, a hearty vote of thanks to the chairman was carried unanimously and the meeting terminated.


    ……………………..                                                             ……………………………     
    Secretary                                                                              Chairman
    Q-13: Describe Secretary’s duty the statutory meeting
    Ans. for Q-13:
    Secretary’s duty the statutory meeting:

  1. To prepare a draft of the statutory report and submit it to the directors of the company.
  2. To get the statutory report certified by the auditors and at least two directors, out of whom one should be the managing directors if any ,and get the report printed.
  3. To call a meeting of the Board to decide the date and time of holding the statutory meeting .in the alternative, the secretary may decide this point in consultation with chairman or the managing director of the company.
  4. To sent notice calling the meeting along with the statutory report to every member at least 21 days before the meeting is scheduled to be held;
  5. To send a copy of the statutory report to the registrar at the time of sending it to the shareholders or immediately after the meeting is over;
  6. To get a list of the members showing the names, Address occupations, the number of shares held by each etc. in order to produce this list at the meeting.
  7.  To attend the meeting and to record the proceedings in the minute book.

Q-14: When a statutory meeting should be held ?

Ans. for Q-14 :

The statutory meeting is to be held within a period of not less than one (1) month and note more than six (6) months from the date at which the company is entitled to commence business.

It is held in the life time of a company.

Q-15: Statutory Meeting is a must within a specified time for a new company. State the specified time. What matters can be transacted in such meeting?



Ans. for Q-15:



Every public company limited by shares and every company limited by guarantee and having a share capital, must within a period of not less than one month and not more than six months from the date at which the company is entitled to commence business, hold a general meeting of members which is to be called, the Statutory Meeting. In this meeting the members are discuss a report by directors, known as the Statutory Report, which contains particulars relating to the formation of the Company.



Q-16: How do you distinguish between Statutory Meeting and Extra Ordinary Meeting?



Ans. for Q-16:



Statutory Meeting:



Every company limited by shares and every company limited by a guarantee and having a share capital is required to hold a statutory meeting of the members of the company within a period of six months and not less than one month from the date on which the company becomes entitled to commence its business (section - 83)



Extraordinary Meeting:



All meetings of the shareholders other than the annual meeting or those provided for in the articles are known as extraordinary general meetings. These meetings may he called by the Directors either "suomoto" or on the requisition of not less than 1/10th shareholders.



General Meeting



Q-01:Discuss about the business of the annual general meeting ?

Ans. for Q-01 :

The company in general meeting can do all the acts except those delegated to the directors and other persons by its articles:

Such acts are done by votes of the majority . When meeting is convened with notice served to all shareholders, but only a part of them appear a majority part of those that appear may pass a valid resolution.

It means the shareholders who on receipt of the notice decide not to attend ,Leave matters as in the agenda to be decided by attending shareholders .

The normal (Ordinary) business done in an annual general meeting are as follows, however , regulation 51 may also be studied.

  1. To adopt the statement of annual accounts i.e. the balance sheet and the profit and loss account together with the report of auditors thereon [section 183];
  2. To approve the directors report [Section 184];
  3. To elect directors in place of those retiring [Section 91];
  4. To appoint auditors and fix their remuneration [section 210(1)];
  5. To declare dividend (if any) [Section 184 (1)(c )]
    Any other business to be transacted shall be treated as special business for which special notice is required to be given to the members as per provision of companies act.
    Confirmation and miscellaneous points to be or not to be including in the meeting as agenda are left with the shareholders to be decided.
    Q-02: Discuss about the a) Notice b) Directors report and c) Chairman’s speech for holding annual general meeting.
    Ans. for Q-02:

  1. Notice of the meeting: A company must issue a notice to all shareholders regarding the holding of the meeting at least fourteen (14) Days before the date of the meeting. The notice shall specify the place the day and the hour of the meeting. A copy of director report must be annexed to every such notice. The meeting should not be held on a public holiday though not restricted by the act of 1994.It should be held within the business hours at the registered office of the company or at the place within the town or the city where the registered office of the company is situated.
  2. Directors Report :The main purpose of the report is to place before the shareholders the state of company’s affairs and the result of year working and indications of the future prospect .The report be attached with the balance sheet and sent to the share holders along with the notice for calling the annual general meeting.

The report deals with the following matters.

  1. The state of the company’s affairs;
  2. The amount ,if any the board recommends should be paid as dividends ;
  3. The amount, if any which the board proposes to transfer to reserves.
  4. Any materials changes and commitments affectively the financial position of the company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report.
    The directors report shall be signed by the chairman of the board of directors is he is authorized to do so, otherwise it shall be signed by such member of director as are required to sign the balance sheet and profit & loss account of the company.

  1. Chairman Speech: Before proceeding to regular business speech .In his speech the chairman makes expressions the condolences and congratulations and points out the impact of various economic and political phenomena on the business of the company .He also comments on the directors report and explains the future development plans of company.

Q-03: Draft a form of proxy for annual General Meeting as entailed in regulation 68 of the schedule-1 of the companies’ act-1994.

Ans. for Q-03:

An instrument appointing a proxy may be the following from or in any other similar from which the director shall approve:

PADMA TEXTILE MILLS LTD.

171,Dhanmondi R/A,Road # 07,Dhaka-1207



“I am Lutfor rahaman khan, 158,south jatrabari,Dhaka-1204 being a member of the padma textile mills ltd. Hereby appoint mr.Nasir uddin ,159,south jatrabari ,Dhaka-1204,as my proxy to vote for me and on my behalf at the ordinary /Extra ordinary general meeting of the company to be held on the 20th October ,2004, and at any adjournment thereof”.





Signature of the proxy & Date,                                                         Revenue Stamp



Signature of the shareholder & Date                                                         Tk.8.00/=



Share certificate No.07007



Containing 50 Shares



Q-04:Draft the notice for annual general meeting ?

Ans. for Q-04:



PADMA TEXTILE MILLS LTD.

Registered office: 171,Dhanmondi R/A,Road # 07,

Dhaka-1207





Notice of the eleventh Annual General Meeting

Notice is hereby given that the eleventh (11) Annual General Meeting of the shareholders of Padma Textile Mills Ltd. Will be held in the Ballroom of Sonargoan Hotels ,Kawran Bazar,Dhaka on Monday the 20th March 2004 at 10:30 am to transact the following business;

AGENDA

  1. To confirm the proceeding of the Tenth (10) Annual General Meeting held on the 18th June 2003;
  2. To receive, consider and adopt the audited Balance Sheet, Profit & Loss Account as at December 31st 2003,Together with the report of auditors and directors thereon;
  3. To declare dividend;
  4. To elected directors;
  5. To appoint auditors for the year 2004 and to fix their remuneration;
  6. To transact any other business with permission of the Chairman.

    Dtaed ,Dhaka                                                                            By order of the board
    The 8th February ,2004                                                                      Signature
                                                                                        [Mohammad Lutfor Rahaman Khan]
                                                                                                  Company Secretary

    Notes:

  1. The register of members and the share transfer book of the company will remain closed from Tuesday the 7th March 2004 to Monday the 20th March 2004 (Both days inclusive ) and during that period no transfer of share will be affected;
  2. Any member of the company entitled and vote at the general meeting may appoint another member as his/her proxy to attend and vote on his /her behalf;
    The proxy from must be stamped with revenue stamp of tk.8.00 and should be deposited at registered office of the company not letter than 72 hours before the time appointed for the meeting;
  3. Members are requested to notify change of address ,if any ,to the company;
    Q-05: A public limited company fails to hold annual general meeting and declare any dividend to the shareholders for the last 3 (three) consecutive years.What are the punishments to be taken against such failure ?
    Ans. for Q-05:
    If fails to hold annual general meeting :
    A public limited company listed in the stock exchange may be de-listed or suspended ,when it has failed to hold its Annual General Meeting for a continuous period of Three (3) years.
    If fails to declared any dividend :
    A public limited company listed in the stock exchange may be de-listed or suspended when it has failed to declared dividend or bonus :

  1. For five (5) years from the date of declaration of last dividend or bonus.
  2. In the case of manufacturing companies for five (5) years from the date of commencement of commercial production, and ,
  3. For five (5) years from the date of commencement of business in all other cases;

Q-06: Whether the SEC can take action against the directors including the managing director for non-holding of overdue AGM.

Ans. for Q-06:

The Securities and Exchange Commission can take action against the directors including the managing director for the following reasons:

  1. If a listed company default to hold its Annual General Meeting or lay before the meetings fail to prepare its Balance Sheet, Profit & Loss Account and Cash flow statement within nine (9) months following the close of its financial year;
  2. If a company failure to obtain extension from the exchange or it the Annual General Meeting is not held within time of the extension , it shall make the company liable to penalty at double the rate of extension fees.The extension fees determine by Dhaka stock Exchange is as follows :

  1. Extension for the 1st month or past thereof tk.5,000;
  2. Extension for the 2nd month or past thereof tk.10,000;
  3. Extension for the 3rd month or past thereof tk.15,000;

  1. No further extension beyond the maximum period of 3 months shall be granted.
    In the event of default continuing after the final extension provided here in above,
    The company shall be liable to an additional penalty at the rate of tk.1,000 per day for every day of the default and to action of suspension or de-listing as may be decided by the exchange.
    The exchange may also notify the fact of such default and exchange may also notify the fact such default and the name of the defaulting company by notice and publish the same in the official quotation list of the exchange.
    Q-07: Specimen of the minutes of the Annual General Meeting .
    Ans. for Q-07:
    The Tenth Annual General Meeting of the company was held at the registered office of the company, at 1,the mall simla,on Monday ,the 15th July ,1974, at 2:30 pm.
    Present :

  1. Mr………………………………….,in the Chair
  2. Dr…………………………………..,
  3. Mr…………………………………..,
  4. Prof…………………………………,
  5. Dr……………………………………,Directors

In attendance:

Mr………………………………………..,Auditor

Mr…………………………………………,Secretary

  1. Notice of the meeting ,The secretary read the notice dated ………..19…………,Convening the meeting;
  2. Reading of the minutes ,The secretary read the minutes of the previous meeting which were confirmed by the shareholders present;
  3. Chairman’s speech ,The chairman dealt with company satisfactory position and the right prospects;
  4. Directors and Auditors reports of the directors the auditors relating to the accounts for the financial year 1973-74, duly certified and as printed and circulated were taken as read;
  5.  Dividend “Resolved that messes V.P. chadda and J.C.Bhalla, the directors who retire by rotation and being eligible for re-election, be and they are hereby re-elected the directors of the company;
  6. Appointment of Auditors, “Resolved that messrs R.P. Mehra & Co. Chartered Accountant ,Delhi, be and are hereby re-appointed auditors of the company for the year 1974-75 on fee of five thousand (5,000) taka’s;
  7.  Special Business, “Resolved that Dr.J.L.Kakkar a director of the company ,be and he is hereby appointed a whole –time director of the company from 1st October,1974,for a period of time years, on the terms benefit and remuneration as contained in the draft agreement agreed to be entered in to with him and placed before this meeting and initiated by the chairman of the meeting for the purpose of identification ,subject to the approved of the central government on a salary of tk.5,000 per month in addition to the usual allowances permissible under rules of the company;
  8.  Vote of thanks , A heavy vote thanks to the chair and other members of the board terminated the proceedings .

    …………………………….                                                          ……………………………
    Secretary                                                                                Chairman

    Q-08: Draft Notice by a company (Private/Public) to members & retiring auditors regarding a proposed resolution to be moved in the AGM to appoint an Auditor in place of retiring auditor.
    Ans. for Q-08:
    …………………………………. Company Ltd.
    …………………………………. (Address )
    Notice

    Notice is hereby given that the company has received a special notice under section 211(1) to make a resolution in AGM for appointment of M/S…………….. Co., Chartered Accountants for the financial year …………………… in place of M/S………………………… Co. Chartered Accountants the retiring Auditors.
    A copy of the notice has been sent to the retiring auditor under sub-section 2 of sec.211. retiring auditor M/S ……………….. Co., Chartered accountants has sent a representation to the company under sub-section 3 of section 211 which could not sent with the notice of AGM because the representation was received after dispatch of notice of AGM.
    Consent of the proposed auditors M/S ……………………. Co.’ chartered accountants has been received as required by the proviso of section 210.
    Date :                                                                                            By order of the Board
    (a date before AGM)                                                                                Secretary

    Practice Notes :
    Special notice is given by member to the company usually at least 14 days before the General Meeting to express the intention to move a resolution. Such notice is needed to remove an auditor appointed by board and to appoint an auditor in which place ,to remove an auditor by special resolution before expiry of his office to appoint an auditor in AGM in place of retiring Auditor.

    Q-09: State the regulations as to holding of AGM by a listed company of DSE in addition to provisions of Companies Act
    Ans. for Q-09:

    In exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969, the Securities and Exchange Commission imposes the condition that Annual General Meeting (AGM) shall be held by the listed security issuers within 45 (forty-five) working days from the record date or completion of book closure period, as the case may be.

    Q-10: What is the tenure of an auditor duly approved in an AGM of a limited company?
    Ans. for Q-10:

    Every company shall appoint an auditor or auditors to hold office from the conclusion of annual general meeting until the next annual general meeting and shall within seven days of the appointment, give intimation thereof to every auditor so appointed.

    Q-11: How many copies of Balance Sheet and Profit & Loss A/C and within how many days from the date of AGM are to be filed with the registrar? Who can sign these? What are the consequences of default? [May-June’07]

    Ans. for Q-11:

    As per section 190 of the Companies Act, three copies of the balance-sheet and the profit and loss account or the income and expenditure account shall be filed with the Registrar, within thirty days after Annual General Meeting.

    The balance-sheet and the profit and loss account or the income and expenditure account signed by the managing director, managing agent, a manger or secretary of the company or if there be none of these, by a director of the company.

    If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding one hundred taka for every day during which the default continues, and every office of the company who knowingly and willfully authorizes or permits the default shall be liable to the like penalty.

    Q-12: Are Balance Sheet and Profit & Loss A/C required to be filed with registrar - (1) If there is no AGM held? When? (2) If the shareholders do not adopt the Balance Sheet laid before the AGM? Explain why?

    Ans. for Q-12 :

    Where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the last day on which that meeting should have been held.

    If the shareholders do not adopt the Balance Sheet laid before the AGM, a statement of that fact and of the reasons therefore shall be annexed to the balance-sheet and to the copies thereof required to be file with the Registrar.



    Q-13: State the procedures of calling Annual General Meeting and Extraordinary General Meeting of a Company State what businesses are transacted in Annual General Meeting. [Nov-Dec’06]

    Ans. for Q-13 :

    Annual General Meeting

    As per section 81(1) of the Companies Act 1994 every Company shall hold one Annual General Meeting (AGM) of the Company in every Gregorian calendar year. But the period from one AGM to next AGM shall not exceed 15 months.

    Every company shall hold its first AGM after incorporation within 18 months from the date of incorporation. But as per SEC regulations the AGM is to be held within 6 months from the end of its Accounting year.

    For calling AGM notice to the shareholders is to be given at least 14 days before the AGM, mentioning the date, time, agenda and venue of the meeting therein. The annual report of the company is to be accompanied.

    Extra ordinary general meeting

    As per Section-84, the above meeting can be called on requisition from holders of 1/10lh members or 1/10 holders of paid-up capital. If the Directors do not cause a meeting to be called within twenty-one days from the date of the requisition being so deposited, the requisionist or a majority of them in value may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date from the deposit of the requisition.

    Notice for holing the meeting is to be given at least 21 days before the date of the meeting. The Agenda of the meeting is to be mentioned in the notice.

    Following businesses are generally transacted in the AGM

  1. Adoption of annual financial statements and auditors' report thereon;
  2. Declaration of Dividend;
  3. Appointment of Auditors and fix their remuneration; ,
  4. Appointment of Director(s) after requirements thereof:
  5. Any other matter with the permission of chair.


    Q-14 : The following are some points noted by Company Secretary of a listed company immediately after the Board meeting for approval of accounts:-

  1. Interim dividend 20% already paid; proposed final dividend 20% in addition to interim.
  2. Auditors - existing auditors have consented to their re-appointment,
  3. Acquiring 40% stake in an existing company.
  4. Appointment and remuneration of Chief Financial Officer approved.
  5. Capital expenditure of up to 10% of equity.
  6. Bonus issue utilizing all available reserves.
  7. Increase in paid up capital through further issue to existing shareholders.

    Draft a notice for the forthcoming Annual General Meeting (AGM) of the company and the agenda containing items that are normally included in an AGM for members' approval. Also comment on any aspect that is not in accordance with the provisions of the company law or related rules.

    Ans. for Q-14:

    Notice of the Annual General Meeting:

    Notice is hereby given that the 12th Annual General Meeting of the Shareholders of TPL Company Ltd. will be held at 10.00 am on Wednesday, the 20th December, 2012 at the BDR Darbar Hall, Pilkhana Dhaka to transact the following business.
    A G E N D A

  1. To receive, consider and adopt the Director's Report and the Balance Sheet together with the Profit & Loss Account of the Company for the year ended on June 30, 2007 along with the Auditors Report thereon
  2. To declare dividend as recommended by the Board of Directors @ 20% To appoint Auditors for the year 2007-2008 and to fix their remuneration.
  3. To elect Directors.
  4. To transact any other business which may be transacted at an ordinary general meeting with the permission of the chair.



For and on behalf of the Board

Dated: 19 June 2012                                                                                                                                        Company Secretary





The matter relating to acquiring 40% stake, appointment of CEO, capital expenditure and new issue of shares are not the matter of business to be transacted in the AGM.





Q-15:How does the Act provide for holding first Annual General Meeting (AGM) and subsequent AGMs?

Ans. for Q-15:



As per section 81 the 1st AGM of a company is to be held within 18 months from the date of its incorporation and thereafter once at least in every calendar year. The period during which the subsequent meeting should be held is 15 months from the previous general meeting,



Q-16: What are the consequences of the failure by a company to hold its Annual General Meeting?

Ans. for Q-16:



If default is made in holding annual general meeting of the company in accordance with section 81, the company and every officer of the company who is in default, shall be punishable with fine which may extend to ten thousand taka and in case of a continuing default, with a further fine which may extend to two hundred fifty taka for every day after the first day during which such default continues.



Q-17:Discuss the procedure of calling Annual General Meeting and Extraordinary General Meeting of a company. State what businesses are transacted in an Annual General Meeting.

Ans. for Q-17:



A general meeting shall be held (within eighteen months from the date of its incorporation and thereafter once at least in every year) at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting.



Proceedings at General Meeting

  • Fourteen days' notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting.
  • No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business
  •  If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting, if called upon the requisition of members, shall be dissolved.
  • The Chairman selected among them by the Board of Directors shall preside as chairman at every general meeting of the company. Provided that the Chairman and the Managing Director shall not be the same person.
  •  lf there is no such chairman, or if at any meeting he is not present within thirty minutes after the time appointed for holding the meeting, or is unwilling to act as chairman, the members Present shall choose someone of their number of be chairman'
  • The chairman may with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time and from place.

    Extra Ordinary Meeting:

    All meetings of the shareholders other than the annual meetings or those provided for in the articles are known as extra ordinary meeting. These meetings may be called by the directors either  ‘suomoto’ or the requisition of not less than one-tenth of the shareholders and where the directors fail to call such a meetings so requisitioned within the prescribed time limit, by the requisitions themselves.

    Businesses that are transacted in an Annual General Meeting:

  1. To receive, consider and adopt the Directors’ Report and the Audited Balance Sheet and the Profit and Loss Account with Auditors’ Report thereon.
  2.  To declare dividend.
  3.  To elect Director (s)
  4. To appoint the auditors and fix up their remuneration.
  5. To transact any other business which can be transacted by ordinary resolution, with the permission of the chair.

    Q-18:You are Company Secretary of a public limited company. In the coming month the company's annual general meeting has to be held, for which the Board of Directors meeting needs to be convened. Following items arc included on the agenda:-

  • Investment in an associated company;
  •  Approval of the annual financial statements;
  •  Issue of shares to new foreign shareholders;
  • Approval of new company logo;
  •  Remuneration of the recently appointed Chief Financial Officer & Chief Executive Officer; and
  • Recommendation of final dividend.

    Some of the directors representing the foreign shareholders with 30% shareholding/representation on the Board may not be able to attend the meeting. You have been asked by these non-resident directors to get their approval on the decisions through circular resolution or by any other means.

    Discuss on this suggestion in the light of the corporate laws and practices.

    Ans. for Q-18:

    A Board of Directors meeting is required after end of the financial year of a Company and before the Annual General Meeting is held. The main cause of the requirements of the Board of Directors meeting is for the Approval of annual accounts, Recommendation of dividend, Proposal for appointment of Auditors and to fix their remuneration, retirement & appointment of Directors, etc. which are to be placed before the shareholders for approval in the AGM.

    As per section 95 of the Companies Act 1994, the notice of the Board of Directors meeting is to be served to the Bangladeshi address. But notice of such meeting can be served outside Bangladesh by Fax, e-mail or otherwise as may determined by the Articles of Association of the Company.

    The decision of the Board meeting of the Company is taken by the majority vote of the members of the Board present which requires quorum. The quorum of the Board meeting is determined by the Articles.

    The absence of any members of the Board will not hamper the decision of the Board meeting, if quorum exists.

    In this case, the member(s) of the Board are living outside Bangladesh which represents 30% voting power of the Board but not majority. It may be opined that the notice of the Board meeting is to be served to their Bangladeshi address by Fax to the address of the Members of the Board. But prior approval or any other kinds of approval is not required to hold the meeting or to take decision in the Board meeting.

    However, the Directors may send their opinion to the Board by fax, e-mail, phone or otherwise relating to the agenda mentioned in the notice that may be placed before the Board for decision. Any other procedure may be followed if the Articles of Association provides any guideline in this respect.

    Q-19:Prepare a hypothetical company's report from the chairman of the Board of Directors to the shareholders for the ensuing annual general meeting. [Nov-Dec’03].
    Ans. for Q-19:

    Hypothetical report of the Chairman of the Board

    It is indeed a great honor and privileges for me to greet you all, once again, to this 10th annual General Meeting of your Company. It also gives me immense pleasure to place before you the Annual report along with the audited accounts of your company and auditor’s report thereon for the year 2006.

    Business Condition:

    2006 experienced yet another successful year both in terms of sales and profitability despite the volatile political situation and economy of the country. Your share price has gone up by 100%. We were able to overcome all odds situation prevailed during the year.

    Expansion program:

    Some new products were added in the last financial year including introduction of 10 show rooms for enhance the distribution net work of our product to the customers.

    Financial aspects:

  • Sales revenue was gone up by 50% compared to last year;
  • Net profit before tax has been increased by 25% compared to last year;
  • Shareholders equity has gone up to Tk.400 per share;
  • Fixed assets and investments rose up to Tk.5000 million.

    Human resources:

    The achievement would not have been possible without the dedication and commitment of our employees who are the foundation of our company.

    Conclusion:

    Here I would like to take this opportunity on behalf of the Board of Directors and express my deepest appreciation to all our valued customers for their confidence in our product, to the employees for their tireless etc, to the suppliers for their quality goods, to the fellow shareholders and most honored shareholders for '.heir continuous support and interest for the welfare of the company. We shall however continue to seek this last support & confidence upon us.

    Thank you all.

    Chairman of the Board
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