Responsibilities & Liabilities of a Secretary

Responsibilities of a Company Secretary

The responsibilities of a Company Secretary as required by the Companies Act are generally as follows:-

1. Has to be present at all company meetings and recording minutes of the meeting. In this context, company meetings are mainly referred to directors’ and shareholders’ meetings. Operational meetings do not require a company secretary’s attendance.
2. Keep and maintain all the statutory books and records of the company, ie. Minutes book, register book, share register etc.
3. Ensure proper filing of all necessary returns with SSM such as annual return, forms etc.
4. Issue notices of meetings to shareholders as directed by the board of directors.
5. Process share transfers documentations and recordings.
6. Countersign essential company documents and certifying documents for certain matters such as banking matters etc.
7. Ensure safe custody of company seal.

Liabilities of a Company Secretary

1. Statutory liabilities
2. Contractual liabilities

1. Statutory liabilities
   • Sections 39 :for failure to send copies of Memorandum and Articles, etc., to members within seven days of the requirement? fine upto Rs 50 for each offence.
   • Section 75 : for failure of file with the Registrar a return of the allotments of shares within thirty days after the allotment? fine up to Rs. 500 for every day during which the default continues.
   • Section 150 : for failure to maintain register of members with prescribed particulars ? fine up to Rs. 50 for every day during which the default continues.
   • Section 165 : for default in holding the statutory meeting and filing the statutory report fine up to Rs. 500.
   • Section 168 : for default in holding the annual general meeting of the company? fine up to Rs 500 and in the case of a continuing default, a further fine up to Rs. 250 for every day after the first during which such default continues.
   • Section 303 : for failure to maintain register of directors etc., with prescribed particulars fine up to Rs 50 for every day during which the default continues.
   • Section 307 : for failure to maintain a register of directors? shareholdings with prescribed particulars -fine up to Rs. 5,000 and also a future fine up to Rs 20 for every day during which the default continues.
2. Contractual liabilities:
   A company secretary has also certain liabilities arising out of his contract of service with the company. So long ashe acts within the scope of. His authority, in good faith, bonafide and take reasonable care in the discharge of his duties, he incurs no personal liability. But he will be held personally liable to make good the loss to the company for willful negligence, or misconduct or fraud committed with in the course of his employment. He also becomes personally liable if he acts beyond his authority, for any loss suffered by the company or any third party on account of his action. However, he is not liable for fraud committed by his assistants unless his connivance is proved.

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Role, Rights & Restrictions of Company Secretary

Major Roles of Company Secretary according to Companies Act, 2013:

1. Firstly, to assist the Board in the conduct of the affairs of the company.
2. Secondly, to provide guidance to the directors about their duties.
3. Ensuring and Complying with Corporate Governance.
4. Ensuring that the company complies with secretarial standards.
5. To take the required permissions from the board and various government bodies. Hence, he also has to follow the provisions regarding the permission acquisition.
6. Lastly, to facilitate the convening of meetings.

Major Rights of Company Secretary:

1. Firstly, he can supervise, control and he can direct subordinate officers and employee.
2. Secondly, he can sign and authenticate the proceeding of meetings.
3. He has a right to blow the whistle whenever he finds necessary.
4. He can attend the meetings of the shareholders and the Board of Directors.
5. He can sign any contract/agreement on behalf of the company.
6. Lastly, at the time of liquidation, he can claim his dues like a creditor.

Restrictions on Company Secretary:

1. Firstly, he cannot acknowledge a debt against a suit against the company.
2. Secondly, he cannot register, transfer shares without the authority of the Board of Directors.
3. Thirdly, he cannot enter into a contract on behalf of the company (unless specifically authorized by the BOD).
4. Lastly, he cannot borrow money in the name of the company.

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Secretary Qualities

Qualifications of Secretarial Practice:

A successful secretary should have educational, organisational, behavioural and functional skills and abilities.

• Sound Education: The secretary must have a sound and a high level of education. He / She should have graduate or post-graduate qualifications in Science, Arts or Commerce, preferably with a degree in Law.
• Good General Knowledge: He should have a high standard of general knowledge which will broaden and enrich his mental horizon. He will keep himself abreast of time through continuous reading of books, journals, newspapers, reports etc.
• Good Knowledge of English: The secretary should have good command over English language because he has to make correspondences, write reports, minutes etc. in English. A secretary should have a powerful and lucid pen.
• Knowledge of Foreign Language: In case of Govt. of India, a foreign secretary is supposed to have knowledge of the language of the country where he is posted. In case of business having foreign connections, the secretary should have knowledge of the country’s language where the branch office is situated.
• Communication Skill: Effective communication is very important for any executive. Being a spokesman for the organisation, the secretary must know the art of communication. He has to explain a lot to other persons. Hence, the secretary must have a good command over language—both written and oral.
• Knowledge of Law and Procedure of Meetings: The secretary should have knowledge of law operating in the country. He is responsible for convening and conducting meetings. He should have thorough knowledge of the procedures and rules of meetings. If he is the secretary of public bodies, statutory corporations or companies, he must observe the rules and regulations of meetings as prescribed in the respective statutes.
• Abilities of Office Organisation: The secretary is in charge of an office. He has to run and manage the office efficiently. He must have a sound practical knowledge about the best system of maintaining office including the modern systems of filing, indexing, handling of office equipment and computer, e-mails, intranet, internet and labour-saving devices.
  He must have some knowledge of personnel management and must be able to maintain good relations with the staff.
• Good Personality and Character: The secretary must have dynamic and pleasant personality, and an amiable nature. An ideal secretary must have honesty, integrity, loyalty, tact and presence of mind.
• Computer Knowledge: Ability of working with computers nowadays is a must.

Different Types of Secretaries:

In a modern pluralistic society we have different types of secretaries with different types of functions.

The principal types are:

1. Private Secretary.
2. Company Secretary.
3. Secretary of an Association or Club.
4. Secretary of a Government Department.
5. Secretary of a Cooperative Society.
6. Embassy Secretary.
7. Secretary of a local body.

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Importance of Secretarial Practice

Definition of Secretarial Practice:

• Nowadays, the word ‘Secretary’ means not only a confidential officer but also one whose of­fice is to write for another, especially one who is employed to conduct correspondence, to keep records and to transact various other businesses, for another person or for a society, corporation and public body.
• In India, the secretary is known as ‘Sachiva’.

Importance of Secretarial Practice:

• Nowadays the secretary has come to occupy a more prominent position in the society than his ancient counterpart. In many cases the secretary has proved to be an indispensable person.
• He is entrusted with all confidential matters of a business. He has the overall charge of making correspondences, keeping records, handling legal, taxation and financial matters and maintaining coordination in the organisation.

The importance of a secretary is:

1. He is an indispensable person. In industry, commerce and social institutions, he is a must.
2. He is required to perform official and secretarial functions.
3. He has to perform many legal duties.
4. Important and busy persons engage personal secretaries to help them in the discharge of their duties.
5. He acts as an advisor to managers.
6. He is a key man and a liaison between the Board of Directors and the staff.
7. In case of a company, appointment of a qualified secretary is a must.
8. Bureaucratic administration cannot be run without a secretary.
9. Secretary is a confidential officer.
10. Secretary-ship is a profession rendering specialised service.
11. Secretary takes part in the policy-making process.
12. With the development of trade, industry and commerce, the importance of secretary is in­creasing day-by-day. Secretary is both a generalist and a specialist.

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Secretarial Practice

Introduction:

The term ‘Secretarial Practice’ has been used to include knowledge, skills, procedure and methods of work to be performed by a Private Secretary or Office Assistant.
Persons with Secretarial Skills find employment in all types of offices e.g., govt., public or private, different types of agencies etc. located in big and small cities. The application of modern technology advancements has brought a revolution and greater effectiveness in day to day working of the offices. Due to this, procedures have become more streamlined and office work has become more interesting and challenging.

Objectives:

This course aims at enabling learner to:

• understand the nature of duties and responsibilities of a Secretary;
• develop essential skills in performing secretarial tasks;
• understand the forms of organisation structure;
• develop skill in handling office machines and equipments

Job Opportunity:

This course aims at enabling learner to:

• Self employment
  1. Open a STD/ISD Photocopies centre
  2. Offer secretanal work on contract basis to organisations
• Wage employment
  1. Work as Private secretary/Personal Assistant
  2. Instructor in small Public/Pvt. sector

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Proxy and Poll

In this post we will discuss things during meetings like Proxies, voting, poll and related matters.

Proxies are one of the beauties of corporate legislations. Proxies have their important in corporate decision making through voting and polls.

PROXIES (SECTION 105):

• Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. A proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll.
• A member of a company not having a share capital shall not be entitled to appoint proxy unless articles provide so. Central Government may also specify companies whose members shall not be entitle to appoint a proxy.
• A person appointed as proxy shall not act as proxy for more than fifty members or for more than prescribed number of shares.<
• The period for depositing proxy form with the company shall not be a period longer than a period of forty – eight hours before the meeting.
• Any invitation to appoint as proxy a person at the companies expenses is punishable. Every officer of the company who knowingly issues the invitations as aforesaid or willfully authorises or permits their issue shall be punishable with fine which may extend to one lakh rupees.
• However, it is permissible to issues a list of person willing to act as proxies, where it is issued on request in writing.
• The instrument appointing a proxy shall be in writing and be signed by the appointer or his attorney. Where appointer is a body corporate, it shall be sealed of body corporate and signed by an officer of attorney.

RESTRICTION ON VOTING RIGHTS (SECTION 106):

• The articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the company has exercised any right of lien.
• A company shall not restrict or prohibit any member from exercise his voting right on any other ground.
• A member or his proxy is allowed to exercise all his vote differently. For example, a member with three votes may exercise one vote in favour and two against a same resolution.

VOTING BY SHOW OF HAND (SECTION 107):

• At any general meeting, a resolution put to vote shall be decided on show of hand. The voting may also be carried out electronically for all resolution. Where voting is being carried out by sho of hand, a poll may also be demanded.
• A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.

VOTING ELECTRONICALLY (SECTION 108):

• Any company may opt voting through electronic means. The central government may prescribe certain companies for compulsory electronic voting in general meetings.

DEMAND FOR POLL (SECTION 109):

• The chairperson has power to order a poll before or on declaration of result of a voting on his own motion.
• In case of companies having share capital, the members present or their proxies with one – tenth of voting power or members holding not less than five lakh rupees may demand a poll before or on declaration of result.
• In case of companies not having a share capital, the members present in person or by proxy having not less than one – tenth of the total voting power may demand poll before or on declaration of result.
• The demand for a poll may be withdrawn at any time by the persons who made the demand.
• A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken immediately. In all other case the chairperson of the meeting may decide the time for poll. The poll so demanded should be taken place within forty – eight hours of the demand.
• Where a poll is to be taken, the chairman of the meeting shall appoint necessary number of person to scrutinise the poll process and vote given on the poll and to report thereon.
• The Chairperson of the meeting shall have power to regulate the manner in which the poll shall be taken.
• The result of the poll shall be deemed to be decision of the meeting, the chairman is bound by the result of the poll.

POSTAL BALLOT (SECTION 110):

• A company shall transact businesses notified by Central Government through postal ballot only not in general meeting.
• A company may transact any business through postal ballot except –
  • ordinary business in an annual general meeting; and
  • business in respect of which directors or auditors have a right to be heard at any meeting.
• A resolution passed through postal ballot shall be deemed to have been passed at a general meeting.

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Quorum, Companies Act, 2013

Quorum here means the minimum number of directors to be present at the board meeting in order to hold the board meeting. The provisions related to the minimum no. of directors i.e. quorum is provided under section 174 of the companies Act 2013.
Under the Act, the quorum for a General Meeting, a Board Meeting and an Extraordinary General Meeting is enumerated within its provisions.

1. Quorum Required for a General Meeting
2. Quorum Required for a Board Meeting

1. Quorum Required for a General Meeting:
   Section 103 of the Act states the quorum required for a General Meeting. Under this Section, unless the Articles of Association of the company provide for a larger quorum, the minimum quorum must be:
   For public companies:
   • 5 members present if as on the date of the meeting being held, the number of members in the company does not exceed one thousand.
   • 15 members present if as on the date of the meeting there are more that one thousand members but less than five thousand members.
   • 30 members present if as on the date of the meeting there are more than five thousand members.
   For private companies:
   • In the case of a private company regardless of the number of members, two members must be present for the quorum to be met for a meeting.
   • Sub-clause (2) and (3) of the same Section, the Act provides for when the quorum has not been met. If the quorum is not present within half an hour of the timeset for the meeting to begin, then the following options will be applicable:
     • The meeting will be adjourned, and it shall be held on the same day and at the same time next week, or any other date and time as the Board may determine. If the meeting is adjourned then the date, time and place of the meeting will be notified personally or via advertisement. The advertisement must be published in both English as well as the vernacular language in a newspaper which is in circulation at a place where the registered office of the company is situated.
     • The meeting, if called by requisitionists under Section 100, shall stand cancelled.
     • Under sub-clause (3), if the quorum is not present at the adjourned meeting, then the members present shall be the quorum.
2. Quorum Required for a Board Meeting:
   A board meeting is a meeting that is held between the directors of a company. Such meetings are held usually to take important decisions about the company. To make sure that such decisions are not taken arbitrarily, the Act requires a quorum for the meeting and the decisions taken in the meeting to be valid.
   Section 174 of the Act provides the quorum for a board meeting:
   • Section 174 (1) states
     • The quorum for a board meeting must be 1/3rd of the total number of directors or 2 directors whichever is the higher number. Therefore in case, there are only three directors in a company, then at least two must be present even though 1/3rd would entail that only one director needs to be present.
     • If the directors are not physically present but take part in the meeting via any audio/visual means, they too shall be considered part of the quorum.
   • Section 174(2) states
     • In the case where the quorum for a board meeting is not present, the directors may only take two courses of action:
       • They may act for the purpose of increasing the number of directors to that fixed for the quorum or,
       • They may act to summon a general meeting.
   • Section 174(3) states
     • Where the number of interested directors ,i.e. directors who have invested in the company, exceeds or is equal to 2/3rd of the board of directors, the number of not interested directors present at the meeting has to be at least 2 for the quorum.
   • Section 174(4) states
     • In the case where the board meeting could take due to the lack of the quorum, the board meeting shall be adjourned. This is subject to the Articles of Association of the company. Therefore as long as the articles of the company do to state otherwise the meeting will be adjourned
     • The meeting will be adjourned to the same time and place as the original meeting on the same day the following week.
     • In the case where the adjourned date is a national holiday, then the board meeting will be held at the same place and time on the following day.

It is important to note the following points when calculating the quorum:

• In the case where when calculating 1/3rd or 2/3rd of the strength of the board of directors, if the final number is in fractions, then it shall be rounded off to one.
• When calculating the strength of the board of directors, one should not take into account directors whose place is vacant.

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Meeting Minutes

Meeting minutes are notes that are recorded during a meeting. They highlight the key issues that are discussed, motions proposed or voted on, and activities to be undertaken. The minutes of the meeting are usually taken by a designated member of the group, and they provide an accurate record of what transpired during the meeting.

Steps Involved in Recording Meeting Minutes:

There are five main steps involved in recording the minutes of a meeting. They are:

1. Pre-planning
2. Record-taking
3. Writing or transcribing the minutes
4. Sharing meeting minutes
5. Filing or storage of minutes for referencing in future

Pre-Planning:

If a meeting is well-planned in advance, taking minutes will be a lot easier. That said, the chairperson and the secretary or minutes-recorder should work together to determine the agenda of the meeting beforehand. For example, the person recording meetings could work with the chair to draft a document, which serves as an agenda and a format for the minutes.

Meeting Agenda:

If it’s not possible for the chair and secretary to meet and come up with a draft, then it’s up to the secretary to get a copy of the agenda before the meeting starts. The meeting agenda will serve as a guide for how to take notes and prepare the minutes. In addition, the agenda also includes other details, which need to be incorporated in the minutes. They include:

• Names of all the members present – Includes guess and speakers
• Documents that may be handed out as the meeting progresses such as copies of handouts

What to Include in Meeting Minutes:

Before recording any details, a designated minute-recorder should familiarize himself with the type of information that he should record. As mentioned earlier, the committee may be using a specific format to record notes. But overall, the minutes include the following details:

• Date and time the meeting happened
• Names of attendees as well as absent participants
• Acceptance or amendments made to the previous meeting minutes
• Decisions made regarding each item on the list of agenda such as:
  • Activities undertaken or agreed upon
  • Next steps
  • Outcomes from elections
  • Motions accepted or rejected
  • New business
  • Date and time of the next meeting

The Process of Writing Meeting Minutes:

When the meeting ends, the individual tasked with writing minutes should get all the resources he needs to write minutes in a clear and more presentable way. Here are some tips to consider:

• Once the meeting ends, don’t take too long to write the minutes. This way, everything that took place in the meeting is still fresh in the mind.
• Review the outline that had been created earlier and make adjustments where necessary. It might include adding extra information or clarifying some of the issues raised. Also, check to see that all verdicts, activities, and motions were clearly recorded.
• Revise the minutes and ensure they’re brief but clear.

Distributing the Meeting Minutes:

Once the secretary completes writing the minutes, he’s supposed to share them with the committee members. They can be shared online or through the cloud. Considering that minutes and other types of documents can lead to a lot of paperwork, it’s also better to use a paperless sharing approach.
For example, if the minutes-recorder was documenting the minutes using Microsoft Word, which does not offer online sharing, then he should consider converting those records to PDF format and share them through email. Alternatively, one can use Google docs, which offer a way of sharing with other users.
It’s not enough to share the minutes to committee members. The secretary is also supposed to save them for future references. Most companies store their minutes online – either in Google Docs or OneDrive.

Key Takeaway:

Meeting minutes are important as they are used to document the key issues raised during a meeting.
The minutes of the meeting can be recorded manually or on an electronic device such as a laptop or iPad. After the meeting, the secretary reviews the minutes and makes edits where necessary. The meeting minutes are then shared with the participants. Apart from distribution, the minutes are also saved for future references.

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Resolution at Meeting

Meaning of Resolution:

A resolution is the final form of a decision taken at a meeting by voting on a motion, with or without amendment.

A Resolution must not be confused with a motion:

A motion is considered at a meeting, a resolution is the outcome of the discussion. A resolution is binding on the organisation. It becomes effective when it is passed but minutes make the evidence of such resolution. Sometimes there is a legal formality, as we find in the Companies Act, to file a copy of a resolution with some appropriate authority (e.g., the Registrar of Companies) to make it effective.

Rules Regarding Resolution:

Every association has to function guided by the resolutions adopted at the meetings at different levels—resolutions passed at general meetings, at executive meetings and at committee meetings, if any. In an Assembly or in Parliament proposed Bills are passed in the forms of resolutions which become the Acts subsequently. Therefore, the importance of resolutions is immense. Certain rules have to be strictly observed for passing resolutions.
They are:

• The drafting of a resolution has to be carried out with great care so that the purport or meaning of the resolution is easily and clearly understandable and there is no ambiguity (double meaning). The secretary, who is supposed to be an expert in the line, helps in the drafting process. The motion itself shall be drafted in such a manner that it can be adopted as a perfect resolution. This is particularly true for a formal resolution.
• There are different styles and forms of drafting a resolution. Any one style can be followed. It is desirable that a formal resolution is drafted in a specialized style.
• A resolution must be entered in the Minute Book in verbatim, i.e., word for word.
• Once a resolution is passed it cannot be revoked or cancelled either at the same meeting or at any subsequent meeting by passing another resolution.

What Kinds of Situations Call for a Board Resolution?

A board of directors can decide to write up a resolution for most any reason they choose. Think about it in terms of any decision that a board resolves to do. Resolutions can be written for the following reasons:

• To document that a new member of the board was voted in
• To record a decision made at a board meeting
• To document a decision made by the shareholders of a corporation
• When a company wants to hire new employees
• When a company wishes to sell shares in the corporation
• When a non-profit organization wants to delegate funds to a certain project
• When a government entity wants to honor someone.

Types of Resolutions:

Broadly speaking, resolutions are of two types:

1. Ordinary Resolution
2. Special Resolution

1. Ordinary Resolution:
   This type of resolution has the following characteristics:
   • This can be passed by a simple majority of votes and even by a margin of one vote. It can be passed (or lost) by the casting vote of the chairman.
   • This type of resolution is necessary to take decisions on ordinary matters of the association.
   • This is the most common type of resolution.
   • Formalities for passing such a resolution (unlike a special resolution) are not so strict.
2. Special Resolution:
   This type of resolution has the following characteristics:
   • It needs a specific margin of votes to be passed. For example—Two-thirds majority or three- fourths majority. Every association in its bye-laws mentions what shall be the margin. There may be statutory rules too. For example, the Companies Act states that there shall be three-fourths majority out of the members present (in person or by proxy) and voting. According to our Constitution, any Article of the Constitution can be altered by two-thirds majority of all the members of Parliament.
   • Such resolutions are necessary when any decision has to be taken affecting the very constitution of the organisation, e.g., altering the objects of the organisation
   • This type of resolution is not commonly necessary.
   • There may be strict formalities to be followed for the purpose (as found in the Companies Act).

Note: Concept of types of resolutions comes mostly from the Companies Act. There are various types of resolutions mentioned in the Companies Act, mainly applicable to member`s meetings.

How to Write a Resolution:

• Format the resolution by putting the date and resolution number at the top. If it’s the boards first resolution, you can number it whatever you want. Consider using something like 0001 and then giving all future resolutions a consecutive number.
• Form a title of the resolution that speaks to the issue that you want to document. For example, “Resolution to Designate Funds of the 2016 Gala Fundraiser to the Marketing Fund.”
• Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas. The first sentence should reference the board’s responsibility. For example, “Whereas it is the responsibility of the Board to designate funds for a specific purpose.”
• Continue writing out each important statement of the resolution, beginning each paragraph with whereas.
• The last statement of the resolution should state the final resolution, which is the action that the board took. For example, “Now, therefore be it resolved to designate the funds of the 2016 Gala Fund raiser to the Marketing Fund.”
• The bottom of the resolution should list the names of the board members voting on the resolution and spaces adjacent to their names where they can indicate a “yes” or “no” vote. Obviously, the resolution is approved when the majority of the board members vote “yes.”
• There should also be a place for the board president to sign and date the resolution.

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Motion and its Types

A motion is a topic or subject proposed as a basis of dis­cussion. Since a member at a meeting formally introduces or moves a subject for discussion it is called a motion. With the permission of the chairman a motion is moved by an individual. He ‘secures the floor’, addresses the chairman and makes a short speech in support of the motion.
Immediately after that another member stands up and ‘seconds’ it. A motion when seconded is called a proposal and it is before the meeting. If no one seconds a motion, it ‘falls to the ground’ and no discussion takes place on it. A formal motion like ‘point of order’ or a motion by the chairman does not require seconding.

Rules Regarding Motion:

• Only one ‘motion` can be moved at a time.
• A motion should preferably be placed in writing, signed by the mover.
• The wording must be properly made so that it can be converted into a resolution in proper form. Generally the help of the secretary is sought in this respect as he is an expert in this line.
• Usually the language of a motion is `affirmative` i.e. an intention to do something. Some formal motions may be `negative`.
• The language shall be clear and unambiguous (no double meaning).
• It shall be within the powers of the body that is holding the meeting.
• It shall be within the scope of the notice.

Consequences of a Motion:

Once a motion is moved and seconded the following events will happen:

• Discussion on the topic will start- The members or the participants, intending to speak (a proxy cannot speak) on it either in favour or against, will take permission of the chairman or speak.
• Amendments or alterations may be suggested by some others. Amendment of an amendment may be suggested.
• After a discussion for a long time, the chairman may order or the members may ask for closure.
• Voting on the proposal shall take place. If any amend­ment is suggested then the amendment shall be put to vote first. If the amendment is passed then the original motion as altered shall be put to vote. If the amendment is lost then the original motion shall be put to vote. The motion, with or without amendment, if passed, then there is a resolution.
• A motion, which is before the meeting, may be withdrawn by the proposer before it has been voted upon provided the secondary also agrees it to withdraw it.
• Once a motion passed into a resolution may be reconsidered if a large number of participants want to reconsider it after their second thought and the chairman permits.

Types of Motions:

Motions are of different types.

The classification is on the basis of importance and procedure of moving. They are:

• Primary Motion:
  It means a motion related to some important function of the organisation. For example, a motion on the section of an individual as director of a company. It is also known as the original motion.
• Secondary Motion:
  It means a motion related to some amendment of a motion. Sometimes some words are added as adden­dum to a primary motion or a rider is added as a further action.
• Substantive Motion:
  When a proposed amendment to a motion is voted upon and passed, then the original motion has to be altered before it is put to vote. A motion, when amended, is called a substantive motion.
• Formal Motions:
  Discussions at a meeting may be interrupted by raising various kinds of formal or dilatory motions.
  The purposes for such motions are:
  • To raise any objection against somebody’s speech.
  • To hasten the decision by shortening discussion.
  • To kill time so that decision is delayed.

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Meetings Agenda

A meeting agenda is a list of items that participants hope to accomplish at a meeting. The agenda should be distributed in advance of a meeting, minimally 24 hours in advance so that participants have the opportunity to prepare for the meeting.

1. Developing a Meeting Agenda:
   First, identify whether other employees are needed to help you plan the meeting. Then, decide what you hope to accomplish by holding the meeting, and establish doable goals for your meeting. The goals you set will establish the framework for an effective meeting plan. Make certain that you have not planned more than is reasonably achievable within the time frame of your meeting.
   As Stephen Covey said in The 7 Habits of Highly Effective People, "Begin with the end in mind." Your meeting purpose will determine the meeting focus, the meeting agenda, and the meeting participants.
2. Decisions to Make:
   After determining your overall goal, you or your team need to make certain decisions. In addition to the purpose or goal of the meeting, also include with your agenda:
   • A date, time, and location for the meeting.
   • Participants needed in the meeting.
   • Items for discussion.
   • The amount of time that you anticipate the group will need to discuss each item.
   • Pre-work for the meeting. This will include any reading, documentation, data, meeting minutes from a prior meeting, or any other preparation that will make your actual meeting successful. Relevant documents should be attached to the meeting notice and agenda when you distribute them to invited participants
3. Regularly Scheduled Meetings:
   Not every meeting needs a custom developed agenda. Most employees have regularly scheduled meetings for their departments or workgroups. You also have teams and projects in which you participate.
   The regularly scheduled employee meeting is divided into three segments for which each has standard agenda items:
   • Informational items: Write out any agenda items that are informational for every meeting. For example, the manager updates the group on the outcomes of the senior management meeting.
   • Action items: Place on the agenda any items that you expect the group will want to review at every regularly scheduled meeting. For example, performance to budget for the time period and the identification of cost savings and continuous improvements the group plans to achieve.
   • Forward planning: Place on the agenda any items that the group wants to plan for or prepare for in advance. For example, the short-term goals for the next month or the need for coworker assistance on upcoming assignments.
   If you follow these guidelines when you develop your meeting agenda, you enhance the probability that your meeting will be more productive.

What Should Be Included on an Agenda?

Almost all business follows a similar format of an agenda to run their meeting effectively and ensure that it stays on time. To make your meeting as effective as them, include these things in your agenda or download our printable agenda here to make everything easy for you.

• The title of the agenda: The titles are important in any agenda example as it can be used as identification.
• The objective of the meeting: The objective of the meeting should also be included in the meeting to remind the participants about what the meeting is all about and what it hopes to achieve.
• The topics and/or activities: The agenda should list all the topics or activities to be addressed in a meeting.
• The time allocation: Every topic and/or activities must have a time allocation so that it will be followed accordingly.
• Call to action: The agenda should have a call to action that signifies the start and end of the meeting.

Easy Steps to Writing an Agenda

Follow these easy step in writing an agenda:

• Write the title of the agenda.
• Followed by a who, when, and where information.
• Write an overview of the meeting.
• Outline the topics and/or activities and give a sufficient allotted time.
• Add extra instructions.
• Check for errors.

Tips for Writing an Agenda

• Create the agenda three or more days or even weeks before the actual meeting. It gives you more time in preparing the agenda and gives enough time to cover all the important information.
• Set up a standard meeting agenda. The meeting agenda includes progress updates, upcoming milestones, and a list of people who will not be around in the next few weeks.
• Consult the team. Get input from the team about what needs to be addressed and discussed.
• Write all the important information. The topics, activities, updates and time must all be present in the free agenda.
• Follow a standard and well-structured agenda. The agenda must be understood by everyone who will read it.
• Distribute it before the actual meeting. So that the participants are informed and notified beforehand.

Dos and Don’ts of an Agenda

1. Dos
   • Plan and prepare the agenda ahead of time.
   • Give your agenda a title.
   • Include all the necessary information in your agenda.
   • Follow a standard agenda format.
   • Make your agenda clear and well-written.
2. Dont`s
   • Distribute it during the actual meeting.
   • Not preparing adequately.
   • Providing irrelevant, unnecessary, and insignificant information.
   • Using unfamiliar terminologies and jargon that are not familiar with the company.
   • Providing unorganized and disordered agenda.

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Notice of Meeting

The notice of meeting must be issued by the company secretary 21 (twenty one) days before the meeting, except a shorter notice has been requested and agreed upon by the member or members holding at least 95 percent value of shares or voting rights in the company.

As per Section 101(3) of Companies Act, 2013 read with Secretarial Standards 2, Notice shall be given to:

1. Members, (legal representative of deceased member or assignee if an insolvent member)
2. Statutory auditors
3. Secretarial auditors
4. All directors
5. Debenture trustee (if any)

What is the Purpose of notice?

The primary purpose of the Notice of sufficient length is to enable a member of the company to read, understand the financial statements, performance and to raise any questions on the state of affairs. The secondary purpose is to enable members to issue special notice to the company for certain resolutions as per provisions of Section 115 or Section 111 for circulation of member`s resolutions.

Some basic points to be considered before sending of Notice of Annual General Meeting are:

• A Notice is required to be sent by hand delivery/ email / ordinary post/ speed post / registered post / courier / fax.
• If notice is sent via e-mail, the proof of deliver by taking print outs of mail need to be kept in record.
• AGM to be called during business hours (9AM to 6PM) except National Holiday (2ndOct, 15th Aug, 26th Jan), in the same city where the Registered Office is situated.
• AGM Notice with Documents mentioned above to be sent 21 clear days in advance of meeting. The date of sending notice and date of AGM shall be considered separately. However If Notice is sent by post/ courier, 2 days extra need to be considered.
• AGM notice also need to be publish over the website of the company, if any.
• As per Section 101(1), Meeting can be convened on a shorter notice with consent of the shareholders holding 95% paid up share capital.

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Secretary's Role and Success Key of Meetings

The secretary's role in any formal group is to be guardian of the process of meetings. They are usually the person who makes the arrangements for the meetings, including AGMs, and keeps formal records of the group's process and decisions: the minutes of the meeting. This may include keeping records of correspondence.
Next to the chairperson, the secretary could be considered the most important member of a board, club or organization. It's the secretary's responsibility to schedule meetings, make sure that accurate minutes are kept and follow up with participants afterward, as needed. It's helpful for the secretary to keep a copy of "Robert's Rules of Order" -- the most accepted guide to parliamentary procedure -- on hand at the meeting for the chairperson's reference, particularly if no parliamentarian is present. A secretary's duties related to meetings actually have three phases: planning, tasks to do during the meeting and follow up.

1. Plan the meeting: Under the direction of the chairperson, send out notice of the meeting to all participants well in advance. Along with the meeting notice include an agenda, minutes of the last meeting and any handouts that will be discussed during the meeting. Provide a paper copy of the agenda, minutes from the last meeting and handouts, even if those items were e-mailed to participants ahead of time.
2. Record minutes during the meeting: Make sure the notes are thorough and easy to transcribe afterward. If it's acceptable to the chairperson and other meeting participants, use a tape recorder to record the minutes. Some organizations require that the secretary read the minutes from the previous meeting so they can be approved by the participants. The secretary is also expected to either take roll call or pass around an attendance register at the beginning of the meeting.
3. Follow up after the meeting: Using the organization's standard minutes template or the one provided in "Robert's Rules of Order," transcribe the notes from the meeting. Then, submit the minutes to the chairperson for approval. If guest speakers were present at the meeting, send thank-you notes to them. If meeting participants were assigned tasks during the meeting, send them timely reminders of those tasks afterward.

**Note:

The secretary should always dress appropriately for meetings. Arrive early in order to arrange the necessary paperwork at each place setting.

In short, Success key of meetings:

1. Before the Meeting:
   • Organize all correspondence received since the last meeting to be shared with club members.
   • Have an up-to-date roll of members for attendance.
   • Have a list of standing and special committees, and know who is on them.
   • Check the minutes of the last meeting for old business tabled or postponed, bring the minutes with you to the meeting.
   • If you cannot attend a meeting, notify the president ahead of time.
2. During the Meeting:
   • Arrive early to assist with meeting set-up and to discuss items of business with the leaders and other officers. Remember, you are part of an officer TEAM. Make sure to do your part!
   • Conduct Roll Call.
   • Read minutes of previous meeting.
   • Read any correspondence you have received for the club.
   • Take accurate notes.
   • Write down motions as they are stated by members.
   • Help the president maintain and follow parliamentary procedure.
3. After the Meeting:
   • Arrive early to assist with meeting set-up and to discuss items of business with the leaders and other officers. Remember, you are part of an officer TEAM. Make sure to do your part!
   • Help with clean-up after the meeting.
   • Write (or type) minutes within a day or two to help keep items fresh in your mind.
   • Insert the minutes in your Club Secretary’s Book. They should be neat and legible. If you are handwriting them, be sure to use the same ink color throughout the entire book. Sign at the end of the minutes.
   • Inform absent officers or committee chairs of action that concerns.

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Shares

Share meaning and Types:

A share is referred to as a unit of ownership which represents an equal proportion of a company’s capital. A share entitles the shareholders to an equal claim on profit and losses of the company. There are mainly two kinds of shares i.e. equity shares and preference shares.

Different types of shares:

As per section 43 of the Companies Act 2013, the share capital of the company is of two types:

1. Preference Share Capital
2. Equity Share Capital

1. Preference Share :
   Preferential shares are preferential in nature. During the liquidation of the company, the shareholders holding preferential shares are paid out first after settling the debts of the creditors of the company. Also, preferential shareholders do not have any voting rights. Various types of preferential shares are seen based on structure, maturity terms, nature of dividend payment, etc. below are some common types:
   • Cumulative Preference Shares:
     • Arrears will be received in subsequent years
     • At the time of inadequate profit, you will not lose anything.
     • The fixed rate of dividend is guaranteed.
   • Non-Cumulative Preference Shares:
     • At the time of inadequate profit, they will not get anything.
     • Fixed rate of dividend is guaranteed.
   • Participating Preference Shares:
     • Entitled to share the surplus profit
     • Fixed rate of dividend is guaranteed.
   • Non-participating Preference Shares:
     • Does not share the surplus profit.
     • Fixed rate of dividend is guaranteed.
   • Convertible Preference Shares:
     • It can be converted into Equity shares within a certain period.
   • Non-Convertible Preference Shares:
     • It cannot be converted into Equity shares.
   • Redeemable Preference Shares:
     • Shares which a company may repay after a fixed period of time or earlier.
   • Irredeemable Preference Shares:
     • Shares are repayable only at winding up.
     • It does not carry the arrangement for redemption.
2. Equity Share Capital:
   Equity Shares are also known as ordinary shares. Equity shares are one of the most common types of share. These are equal in value and also impart various rights like voting rights, dividends, etc. to the shareholders. These shares are traded in stock exchange and are issued at a face value.
   Why are shares issued by a company?
   Issuing shares in share market can provide the following advantages:
   • New finances
   • Market valuation for the company
   • A mechanism for an investor to trade shares

Meaning and Definition of Calls:
A call may be defined as a demand made by the company on its shareholders to pay a part or the whole of the unpaid balance within a specified time. Lord Lindley says that the expression “Call” denotes both the demand for money and also the sum demanded.

The following points should be noted, in this context, so that the reader can understand what a call really means:

• Time for Making the Call: The call can be made at any time during the life time of the company or during the course of winding up. During the life time, the call should be made by the Board of Directors and during the course of winding up, it should be made by the liquidator.
• Obligatory: Each shareholder is obliged to pay the amount of call as and when the call is made. But, this liability arises only when the call is made and not before.
• Debt Due: As soon as a call is made, the call amount shall become a debt due from the shareholders to the company.
• Consequences of Default: If a shareholder fails to pay the call amount, the company can enforce payment of the amount together with interest or can forfeit the shares.
• Calls and Other Payments: A call is different from other payments made by a shareholder. The amounts paid on application and allotment are not calls. Similarly, if a company requires the shareholders to pay the entire amount either on application or on allotment, it is not a call under this Act.

Legal Provisions Relating to the Calls:

The statutory provisions relating to the making of calls can be summed up as follows:

• Call should Bona fide: The power to make call is generally in nature of a trust and so it can be exercised bona fide and for the benefit of the company. It should not be made for
• Uniformity: The calls should be made on an uniform basis on all the shares falling under the same class . If a call is made only on some shareholders of the same class but not on others or a greater amount is demanded from some shareholders and a lesser amount from others of the same class, the call is not valid.
• Provisions of the Articles: The calls should be made strictly in accordance with the provisions of the Articles. If this is not done, the call will be invalid.
• private ends: It means the directors or the liquidator can make the call only when there is a bona fide need for funds.

Procedure for making Calls:
Generally, the procedure for making calls is incorporated in the Articles of most companies. If a company has its own Articles, it should follow the provisions of its Articles. If not, the regulations specified in Table A of the Act shall apply.

The following provisions of Table A can be noted at this stage:

• The power to make calls generally vests in the Board of Directors.
• The calls should be made by passing a resolution at the meeting of the Board.
• The call money should not exceed 50% of the face value of the share at one time. However, companies may have their own Articles and raise this limit.
• There must be at least 30 days interval between two successive calls.
• When a call is made a letter known as “Call Letter” or “Call Notice” should be sent to all the shareholders of the same class.
• The notice should also specify the amount of the call, place of payment etc. and should be sent at least 14 days before the last date for payment.
• The Board of directors has the power to revoke or postpone a call after it is made.
• Joint shareholders are jointly and severally liable for payment of calls.
• If a member fails to pay call money, he is liable to pay interest not exceeding the rate specified in the Articles or terms of issue. The directors are free to waive the payment of interest.
• If any member desires to pay the call money in advance, the directors may at their discretion accept and pay interest not exceeding the rate specified in the Articles.
• A defaulting member will not have any voting right till call money is paid by him.

Forfeiture of Shares:
If a shareholder, who is called upon to pay any call fails to pay the amount, even after sending several reminders, the company may forfeit his shares. Forfeiture of shares results in a permanent reduction of the share capital.

Conditions for Forfeiture of shares:

A company can forfeit its shares only when the following conditions are satisfied:

• Authority to Forfeit: The power to forfeit must be expressly given in the Articles. Accordingly, if no power is given in the Articles, no forfeiture can be made.
• Default in Payment of Calls: The shares can be forfeited only for the non-payment of calls and not for the default in payment of any other debts.
• In Accordance with the Articles: Forfeiture shall be valid only when the provisions of the Articles are strictly complied with. Even a slight deviation from the provisions shall render the forfeiture invalid.
• Bonafide and for the Benefit of the Company: The right to forfeit shares is in the nature of trust and so it can be exercised bonafide and only for the benefit of the company. The power cannot be exercised hastly or for private ends.
• Board Resolutions: Forfeiture will be effected only by means of a Board resolution.
• Notice to Defaulting Shareholder: Notice precedent to forfeiture must be given to the defaulting shareholder. In the matter of forfeiture of shares, technicalities must be strictly observed.

Procedure of forefeiture of shares:

The following procedure must be followed for forfeiture of shares:

• The secretary shall prepare a list of defaulters i.e., the list of members who have not paid the call money up to the last date, and place it before the Board of Directors for necessary action.
• The Board of Directors then passes a resolution instructing the secretary to send call notices to such defaulters.
• As per Board’s resolution, the secretary dispatches the notices under registered post to the defaulting shareholders asking them to pay the call dues within 14 days with interest at a specified rate.
• If any defaulting member does not comply with the requirements of such notice, a second warning notice may be sent stating that if the call money is not received within 14 days from the date of notice, the forfeiture of shares will follow.
• If this notice also proves ineffective, the secretary convenes a meeting of the Board of Directors and places the facts before it. The Board then passes a formal resolution to forfeit the shares.

Annulment of Forefeiture:

After the forfeiture of shares, if the defaulting shareholder likes to pay the amount due and requests the company to cancel the forfeiture of his shares, the secretary should take the following steps:

• Board meeting is to be convened to settle the terms of annulment or cancellation of the forfeiture. This will be done by passing a resolution. Such resolution generally calls upon the defaulting member to pay off calls due together with interest.
• A letter should be sent to the shareholder informing that on fulfillment of the conditions laid down by the Board, his name will be entered in the register of members.

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Share Certificate, Share Warrant and their key differences

A Share Certificate is issued against the shares, regardless of the fact that the shares are fully paid up or partly paid up. Conversely, Share Warrant is issued by the public company only against fully paid up shares.

Definition of Share Certificate :-

A share certificate is an instrument in writing, that is a legal proof of the ownership of the number of shares stated in it. Every company, limited by shares, whether it is public or private must issue the share certificate to its shareholders except in the case where the shares are held in dematerialisation system. The share certificate contains the following details in it, they are:

• Company name
• Date of issue
• Details of the member
• Shares held
• Nominal value
• Paid up value
• Definite number.

The share certificate is issued by the company within 3 months of the allotment of shares to the applicants, which is issued under the common seal of the company. Normally, the holder of the share certificate is regarded as the member of the company.

Definition of Share Warrant :-

A share warrant is a negotiable instrument, issued by the public limited company only against fully paid up shares. It is also termed as a document of title because the holder of the share warrant is entitled to the number of shares mentioned in it. There is no compulsion of the issue of share warrants by the company. Although if the public company wants to issue share warrants, then previous approval of the Central Government (CG) is required, along with that the issue of a share warrant must be authorized in the articles of association of the company. Generally, the holder of the share warrant is not the member of the company, but if the articles of association of the company provide it, then the bearer is deemed to be the member of the company.

Key Differences Between Share Certificate and Share Warrant :-

The following are the major differences between Share Certificate and Share Warrant:

1. A share certificate is the documentary evidence which proves the possession of the shares. A share warrant is the document of title which states that the holder of the instrument is entitled to the shares.
2. The issue of share certificate is compulsory for every company limited by shares but the issue of a share warrant is not compulsory for every company.
3. A Share Certificate is issued against the shares, regardless of the fact that the shares are fully paid up or partly paid up. Conversely, Share Warrant is issued by the public company only against fully paid up shares.
4. Share Certificate can be issued by both public and private companies, whereas Share Warrant is issued only by the public limited company.
5. Share Certificate is to be issued within 3 months of the allotment of shares, but there is no such time limit specified in the Companies Act for the issue of Share Warrant.
6. A share certificate is not a negotiable instrument. As opposed to share warrant, is a negotiable instrument.
7. For the issue of a share warrant, prior approval of Central Government is a must. On the other hand, Share Certificate does not require such type of approval.
8. A share certificate can be originally issued, but a share warrant cannot be issued originally.

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Reports

Reports (also known as Annual Reports to Shareholders, or "Glossy" Annual Reports) are sent to shareholders each year and contain descriptive and financial information about the state of the company.

Reports to the Board and Shareholders :-

An essential element in the implicit agreement between a company and an investor is that the investor will receive regular, meaningful information on how the company they invested in is progressing.
For public companies, the securities regulators impose very rigid obligations on CEOs, CFO's and boards to keep investors updated with full, plain and true disclosure. Failures to disclose accurately or in a timely manner can result in severe personal liabilities for all directors and officers.
In private companies, there are far fewer regulatory requirements on officers and directors to disclose and rapidly disseminate information. But most shareholders are just as interested in how the company is doing.
For the company, the biggest benefit of keeping investors informed is to help motivate them to contribute to future rounds of financing. Almost every successful company needs more capital at some point. The best place to start to find addition capital is amongst existing shareholders. Prospective shareholders will also very often ask existing shareholders about their experiences with a company while they are working through their decision process.
Good reporting goes even beyond the CEO and CFO's current company. It is an important element in their personal reputations that they will carry forward into their future.
There is some overlap in the information that the management team sends to the board and to all of the shareholders. There are no hard rules about how much information should go to shareholders. It depends a lot on the stage of the company and how interested the shareholders are. The best rule is that if you are in doubt, send it out. Its far better to over communicate than under communicate.

Sending Reports to Shareholders :-

In the 20th century, companies used snail mail, and then fax, to communicate with shareholders. Today, all tech companies and most other modern companies exclusively use html e-mail and the web. How you communicate also tells people a lot about you and your company. If you send a poorly formatted e-mail, its as bad as using incorrect grammar or spelling. We have high expectations of the information people push into our inboxes.

Investor Confirmations :-

Investors should receive a complete package confirming their investment and welcoming them as shareholders promptly after sending in their subscription check.

CEO Updates to Shareholders :-

Every private company CEO should e-mail an update to shareholders monthly.

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Statutory Books Maintenance by a Company

According to the Companies Act, a company has to maintain several types of Books and Registers. Books are often classified as Statutory Books and Statistical Books. Statistical Books refer to Books of Account and such other Record Books like an Inventory. Statutory Books are those which are necessary to observe legal forma­lities of a company including Registers.
It is the duty of the Company Secretary to prepare and maintain the Statutory Books.

Generally the Statutory Books (including Registers) are:

1. Register of Members.
2. Index of Members.
3. Register of Directors.
4. Register of Debenture-holders.
5. Register of Mortgages and Charges.
6. Register of Directors’ Shareholdings.
7. Register of Contracts in which Directors is interested.
8. Minute Books:
   • Of Directors’ Meetings;
   • Of Members’ Meetings;
   • Of Different Committees’ Meetings, etc.,
9. A File of Annual Returns.
10. Register of Fixed Deposits.
11. Register of Company’s Investments in companies in the same group, etc. Besides these, there shall be sets of Books of Account.

There are some other books which are maintained by big companies:

• Application and Allotment Book,
• Register of Transfers,
• Seal Book,
• Directors’ Attendance Book,
• Call Book,
• Agenda Book,
• Share Certificate Book,
• Dividend Book,
• Register of Share Warrants,
• Log Book, etc. Such Books are also known as Optional Books.

The Statutory Books are open to inspection by any member of the company as well as by the Registrar of Companies. The Company Secretary has to facilitate inspection as and when required.

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Article of Association (AOA)

Articles of Association is a document which prescribes the rules and bye-laws for the general management of the company and for the attainment of its object as given in the memorandum.
The articles of association are a subsidiary to the memorandum of association of the company. They define the rights, duties, powers of the management of a company as between themselves and the company at large..

According to sec 2(5) of the Companies Act, 2013 'Articles' means the “Articles Of Association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act.”...

Articles help to establish the relationship between the company and internal management.

Points to remember while submitting articles of association or AOA

1. Any provision in Article of Association (AOA) must not contravene the provisions of company law or any other general law.
2. Must not contravene the provisions of Memorandum of Association (MOA.)

Registration of articles of association or AOA

1. Printed form,
2. Divided into paragraphs numbered consecutively,
3. signed by each subscriber who shall add his fullname, occupation, nationality and residential address,in presence of a witness who shall attest the signatures and likewise add his particulars.
4. It should be properly dated.

Format of Articles of Association or AOA

According to Section 4 of the Companies Act, 2013, companies must draw the AOA in the form given in Tables F-J in Schedule I of the Act. Here are the details of the forms:

Sr. No.	Table	Form
1.	Table F	Company Limited by shares.
2.	Table G	Company Limited by Guarantee and having a share capital.
3.	Table H	Company Limited by Guarantee and not having a share capital.
4.	Table I	Unlimited Company having share capital.
5.	Table J	Unlimited Company and not having share capital.

Contents of Articles of Association or AOA

1. The extent to which Table A is applicable.
2. Different classes of shares and their rights.
3. Procedure for making an issue of share capital and allotment.
4. Procedure for issuing shares.
5. Lien on shares.
6. Forfeiture of shares and procedure for re issue.
7. Procedure for transfer and transmission of shares.
8. Time lag in between call on shares.
9. Conversion of shares into stock.
10. Payment of commission on shares and debentures to underwriters.
11. Rules for adoption of preliminary contracts.
12. Reorganization and consolidation of share capital.

Difference between Memorandum of Association (MOA) and Articles of Association (AOA)

Companies Act 2013

Articles of Association
Every company needs a set of rules and regulations to manage its internal affairs. There are two important business documents of a company, namely, Memorandum of Association (MOA) and Articles of Association (AOA). The AOA specifies the internal regulations of the company. In this post, we will look at the Articles of Association (AOA) in detail.
The AOA contains the bye-laws of the company. Therefore, the director and other members must perform their functions as regards the management of the company, its accounts, and audits in accordance with the AOA.

BASIS FOR COMPARISON	MEMORANDUM OF ASSOCIATION	ARTICLES OF ASSOCIATION
Meaning	Memorandum of Association is a document that contains all the fundamental information which are required for the incorporation of the company.	Articles of Association is a document containing all the rules and regulations that governs the company.
Defined in	Section 2 (56)	Section 2 (5)
Type of Information contained	Powers and objects of the company.	Rules of the company.
Status	It is subordinate to the Companies Act.	It is subordinate to the memorandum.
Retrospective Effect	The memorandum of association of the company cannot be amended retrospectively.	The articles of association can be amended retrospectively.
Major contents	A memorandum must contain six clauses.	The articles can be drafted as per the choice of the company.
Obligatory	Yes, for all companies.	A public company limited by shares can adopt Table A in place of articles.
Compulsory filing at the time of Registration	Required	Not required at all.
Alteration	Alteration can be done, after passing Special Resolution (SR) in Annual General Meeting (AGM) and previous approval of Central Government (CG) or Company Law Board (CLB) is required.	Alteration can be done in the Articles by passing Special Resolution (SR) at Annual General Meeting (AGM)
Relation	Defines the relation between company and outsider.	Regulates the relationship between company and its members and also between the members intersection.
Acts done beyond the scope	Absolutely void	Can be ratified by shareholders.

Conclusion:

It is a settled company law principle that the articles of association of a company cannot override the provisions of the Companies Act, 2013. Further, the articles of association of a particular company are also bound to observe the memorandum of association of the company as the articles are subordinate to the charter which is the memorandum of the company as well as any other company law in force at that time. Thus, it is of primary importance that when a company is being incorporated, and the articles of association of the company are being prepared, the same must be done in consonance with memorandum of association, the Companies Act, 2013 and any other company law which is in force at that time.

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Statistical Returns Act

Financial analysis uses many statistical techniques, statistical analysis has broader applications beyond finance, identifying trends, patterns and relationships within data that can inform companies and other organizations about customer satisfaction, operations, outputs and efficiencies.

STATISTICAL RETURNS ACT 1896 - SECT 4

Government statistician may collect and publish statistical information

1. The government statistician may collect and publish statistics in relation to —
   • population and vital statistics;
   • immigration and emigration;
   • social statistics;
   • factories and manufacturing industries;
   • wages, employment and unemployment
   • tourism, recreational and household services;
   • imports and exports;
   • shipping;
   • transport and freight;
   • banking, insurance, finance and business services;
   • land tenure and occupancy;
   • agricultural, pastoral and kindred industries;
   • mining and mining industries (including quarries);
   • retail and distributive industries;
   • forestry;
   • fisheries;
   • local government;
   • water conservation and supply;
   • building and construction industries;
   • energy sources and industries;
   • the environment;
   • any other prescribed matters.
2. Without limiting the generality of subsection (1) , the government statistician may make approved forms available to any person by delivery or in such other manner as the government statistician thinks fit or as may be prescribed.
3. An approved form must state the nature of the information the government statistician requires.
4. A person to whom an approved form is made available shall insert or cause to be inserted therein all the information required to the best of the person’s knowledge and shall within 30 days after the form is made available to the person return it, duly filled up, to the government statistician or some person authorised by the government statistician to collect or receive the same.
5. The government statistician may collect information by asking a person a question in any way, including by a verbal, electronic or written communication.
6. The government statistician may collect information incidental to the collection and publication of statistics under this section including, in particular, information to prepare a sampling frame.

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What is Return..??

A return, also known as a financial return, in its simplest terms, is the money made or lost on an investment over some period of time.
A return can be expressed nominally as the change in dollar value of an investment over time. A return can also be expressed as a percentage derived from the ratio of profit to investment. Returns can also be presented as net results (after fees, taxes, and inflation) or gross returns that do not account for anything but the price change.

KEY TAKEAWAYS:

• A return is the change in price on an asset, investment, or project over time, which may be represented in terms of price change or percentage change.
• A positive return represents a profit while a negative return marks a loss.
• Returns are often annualized for comparison purposes, while a holding period return calculates the gain or loss during the entire period an investment was held.
• Real return accounts for the effects of inflation and other external factors, while nominal return only is interested in price change. Total return for stocks includes price change as well as dividend and interest payments.

Understanding Returns:

Prudent investors know that a precise definition of return is situational and dependent on the financial data input to measure it. An omnibus term like profit could mean gross, operating or net, before tax or after tax revenues or income. An omnibus term like investment could mean selected, average or total assets, debt or equity.
A positive return is the profit, or money made, on an investment or venture. Likewise, a negative return represents a loss, or money lost on an investment or venture.

Types of returns:

1. Original Return:
   A return which is filed within the due date or deadline is called an original return. It is advisable to file your returns on time i.e. original returns to avoid any inconveniences.
2. Revised Returns:
When an assesses has successfully filed the returns but later on realizes that he happened to miss some information or details or forgot to disclose some information and wishes to file the returns again then in such case the return filed is called a revised return.
You can file a revised return anytime before the end of the given assessment year.

Things to remember while filing revised return:
• You can change the ITR form while filing revised return.
• The department cannot levy any penalty for bonafide mistakes.
• If at any point of the assessment, the assessing officer feels that the wrong information is shared intentionally, the revised return filing will not be allowed and penalty will be levied.
• For every revised return, the interest will be calculated as per section 234B and 234C.
• If the revision of return is done after the survey or search is conducted on the filed returns and the original return is not bonafide then the assesses is due for a penalty.
3. Belated Return:
   When an assessee does not file returns on time i.e. by the due date or deadline then the return filed in such case is called belated return. The belated return can be filed anytime during the same assessment year. For the current year, the assessment year ends on 31st March 2020.

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