Question

Essay Type Question:
Explain the duties of secretary before, during and after the Annual General Meeting.

Answer 1

The duties of a secretary before the annual general meeting mainly consist of preparations for the meeting as follows:

1) He has to ascertain whether the annual accounts of the company have been prepared, audited and certified by the auditors as per the provisions of the Companies Act.

2) Draft the Annual Report of Directors in consultation with the Chairman.

3) Draft the notice and agenda of the Board meeting to be held for approval of the annual accounts and the Directors' Report, and issue the notice with agenda.

4) He has to submit the annual accounts and Directors' report at the Board meeting for approval and certification, and get the date of the annual general meeting fixed by the Board. At the end of each financial year, the Balance Sheet and Profit and Loss Accounts are prepared and placed before a Board meeting for approval. After that, these statements of accounts we signed and submitted to the company's auditors for audit and in due course the auditor's report is obtained.

5) Get the notice, agenda, annual accounts, director's report auditor's report, proxy forms, etc. printed, and send notices with those documents to every member at least 21 days before the meeting. A public notice of the annual general meeting is also published in the newspapers.

6) The Secretary is generally entrusted with the work of drafting the Chairman's speech. When it is approved, printed copies of the same are to be kept ready for circulation among members at the meeting.

7) Usually the Secretary is also authorized by the Board of Directors to close the Share Transfer Register, balance the Share Register, and prepare the Dividend Lists and Warrants. The Secretary starts taking preliminary steps before the meeting is held so that the dividend warranty may be sent to members as soon as formal declaration is made at the meeting about dividend to be paid. Thus, Membership Register is made up to date when the Share Transfer Register is closed, and preparation of Dividend list and Dividend warrants is started.

8) Proxies received before the meeting have to be scrutinized and then countersigned by the Secretary if they are in order.

9) All important Registers and papers which may have to be consulted by the directors or chairman at the meeting have also to be kept ready before the meeting.

10) The secretary have to see that proper seating arrangements have been made at the venue of the meeting, and refreshments, if any to be served, have been ordered and arrangement has been made for serving the same.

At the meeting, the secretary is to arrange collection of the admission cards from members at the entrance and their attendance to be recorded in the Attendance Register. If so desired by the Chairman, the secretary should ascertain the quorum and also read the notice of the meeting and letters of apologies for absence, if any.

The report of directors, annual accounts and auditor's report are usually taken as read. The secretary is expected to help the chairman in the conduct of the meeting, taking a poll, counting of the meeting and record verbatim the resolutions passed at the meeting. For this purpose, the detailed agenda (Agenda Paper) is kept ready in consultation with the Chairman.

After the annual general meeting, the secretary has to perform a number of duties as expeditiously as possible. Within 30 days from the date of the meeting, he has to prepare the minutes from the notes of proceedings and submit it for approval and signature of the Chairman.

Directors and auditors who have been appointed or reappointed must be intimated. Arrangements have to be made by the secretary for the issue of dividend warrants and payment of dividend according to the decisions made at the meeting. He has also to execute all other decisions made and resolutions passed. Finally an important duty of the secretary is to manage the filing of annual report and accounts, annual return, special resolutions and resolutions, if any passed unanimously, with the Registrar of Companies as required under the Act and within the prescribed time.