The duties of a secretary relating to the holding of annual general meeting may be enumerated as follows:
Duties of a secretary
1. Arrange for the preparation of a Profit and Loss Account and the Annual Balance Sheet of the company and also for its subsidiaries and branches, if any, as per the provisions of the Act, when the financial year of the company is over.
2. See that the Board approves the Balance Sheet and Profit and Loss Account and name the directors who will sign the Balance Sheet.
3. See that the Balance Sheet approved by the Board is signed by the directors authorized to sign the same.
4. See that the duly authenticated Balance Sheet and Profit and Loss Account are audited and certified by the auditors.
5. Prepare a draft of the Directors’ Report in consultation with the Chairman.
6. Arrange a Board meeting to consider the following business:
(a) To consider and recommend the rate of dividend on equity/ preference shares to be declared and passed by the members at the annual general meeting;
(b) To sign the Director’s Report already prepared by the secretary;
(c) To obtain sanction of the Board to the proposals to be considered and passed at the annual general meeting on matters like names of directors who are liable to retire by rotation, names of directors who are to seek re-election and change in the auditors of the company.
(d) To fix date of the annual general meeting and to authorize the secretary for arranging the printing of the notice, annual accounts, directors’ report, auditor’s report, proxy forms, admission cards etc.
(e) To authorize the secretary to close the register of members and transfer register, issue the notice of closure of transfers and to see the preparation of dividend list and dividend warrants.
(f) To authorize the bank to open a separate dividend account.
(g) To decide whether a report of the proceedings at the general meeting is to be published and, if so, in which particular newspapers.
7. If the company’s securities are quoted, notify the stock exchange(s) concerned of the date of Board of Directors meeting at which the recommendation of a dividend is to be considered, and after the Board meeting has been held advise the Stock Exchange(s) of the decisions taken by the Board in that regard.
8. Arrange for the printing of notices of the meeting, Balance Sheet, the Profit and Loss Account, Directors’ Report, forms of proxy, admission cards, dividend notices and dividend warrants.
9. Send out the notices along with all relevant documents to the members and auditors under certificate of posting at least 25 days before the date of annual general meeting so that 21 clear days’ notice is given to the members pursuant to Sections 53 and 171 and also Publish the notice in newspapers. Copies of the notice and Directors’ Report are also sent to the stock exchanges for their information.
10. Close the ‘transfer register’ and notify the same in newspapers and look after the preliminary work of dividend distribution (i.e., preparing the dividend lists and dividend warrants).
11. Prepare the agenda of the meeting and the Chairman’s speech in consultation with the Board.
12. Check up proxies received and all valid proxies to be entered in the proxy register. Close and sign the proxy register in due time.