INSTITUTE OF CHARTERED

SECRETARIES OF BANGLADESH

BSS–2

SECRETARIAL STANDARD
ON
GENERAL MEETINGS

CONTENTS
PREFACE TO THE SECRETARIAL STANDARDS
SECRETARIAL STANDARD ON GENERAL MEETINGS

Institute of Chartered Secretaries of Bangladesh

A Statutory Body Under an Act of Parliament
107 Kakrail, G.P.O. Box : 3100, Dhaka-1000, Bangladesh, Phone : 880 2 934 9578 & 933 6901
Fax : 880 2 933 9957, E-mail : [email protected], Web : http://www.icsb.edu.bd
INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH

BSS–2
SECRETARIAL STANDARD
ON
GENERAL MEETINGS

CONTENTS
PREFACE TO THE SECRETARIAL STANDARDS SECRETARIAL STANDARD
ON GENERAL MEETINGS

INTRODUCTION
SCOPE
DEFINITIONS
SECRETARIAL STANDARDS
1. Convening a meeting
2. Frequency of Meetings
3. Quorum
4. Presence of Directors and Auditors
6. Voting
7. Proxies
8. Conduct of Poll
9. Withdrawal of Resolutions
10. Rescinding of Resolutions
11. Modifications to Resolutions
12. Reading of Report/Certificate
13. Distribution of Gifts
14. Adjournment of Meetings
15. Minutes
16. Recording in the Minutes
17. Preservation of Minutes and other Records
18. Disclosure

EFFECTIVE DATE
Annexure ‘A’: Form of Proxy
PREFACE TO THE SECRETARIAL STANDARDS

Secretarial Standards Board and its Objectives

The Institute of Chartered Secretaries of Bangladesh (ICSB), recognizing the need for integration,
harmonization and standardization of diverse secretarial practices, has constituted the Secretarial
Standards Board (SSB) with the objective of formulating Secretarial Standards.

Scope and Functions of the Secretarial Standards Board

The scope of SSB is to identify the areas in which Secretarial Standards need to be issued by the
Council of ICSB and to formulate such Standards, taking into consideration the applicable laws,
business environment and best secretarial practices. SSB will also clarify issues arising out of such
Standards and issue guidance notes for the benefit of members of ICSB, corporate and other
users.

The main functions of SSB are:

(i) Formulating Secretarial Standards;

(ii) Clarifying issues arising out of the Secretarial Standards;

(iii) Issuing Guidance Notes; and

(iv) Reviewing and updating the Secretarial Standards/Guidance Notes at periodic intervals.

Need for Secretarial Standards

Companies follow diverse secretarial practices and, therefore, there is a need to integrate,
harmonize and standardize such practices so as to promote uniformity and consistency.

Scope of Secretarial Standards

The Secretarial Standards do not seek to substitute or supplant any existing laws or the rules and
regulations framed there under but, in fact, seek to supplement such laws, rules and regulations.

Secretarial Standards that are issued will be in conformity with the provisions of the applicable
laws. However, if, due to subsequent changes in the law, a particular Standard or any part thereof
becomes inconsistent with such law, the provisions of the said law shall prevail.

ICSB will endeavor to persuade the Government and appropriate authorities to enforce these
Standards, to facilitate the adoption thereof by industry and corporate entities in order to achieve
the desired objective of standardization of secretarial practices.

Procedure for issuing Secretarial Standards

The following procedure shall be adopted for formulating and issuing Secretarial Standards:

1. SSB, in consultation with the Council, shall determine the areas in which Secretarial Standards
need to be formulated and the priority in regard to the selection thereof.

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2. In the preparation of Secretarial Standards, SSB may constitute Working Groups to formulate
preliminary drafts of the proposed Standards.

3. The preliminary draft of the Secretarial Standard prepared by the Working Group shall be
circulated amongst the members of SSB for discussion and shall be modified appropriately, if
so required.

4. The preliminary draft will then be circulated to the members of the Council of ICSB, various
professional bodies, Chambers of Commerce, regulatory authorities such as the Ministry of
Commerce, the Ministry of Finance, the Ministry of Law and Parliamentary Affairs, the
Securities and Exchange Commission, Bangladesh Bank, Registrar of Joint Stock Companies
& Firms and to such other bodies/organizations as may be decided by SSB, for ascertaining
their views, specifying a time-frame within which such views, comments and suggestions are
to be received.

A meeting of SSB with the representatives of such bodies / organizations may then be held, if
considered necessary, to examine and deliberate on their suggestions.

5. On the basis of the preliminary draft and the discussion with the bodies/organizations referred
to in 4 above, an Exposure Draft will be prepared and published in the “Chartered Secretary”,
the journal of ICSB, and also put on the Website of ICSB to elicit comments from members
and the public at large.

6. The draft of the proposed Secretarial Standard will generally include the following basic points:

(a) Concepts and fundamental principles relating to the subject of the Standard;

(b) Definitions and explanations of terms used in the Standard;

(c) Objectives of issuing the Standard;

(d) Disclosure requirements; and

(e) Date from which the Standard will be effective.

7. After taking into consideration the comments received, the draft of the proposed Secretarial
Standard will be finalized by SSB and submitted to the Council of ICSB.

8. The Council will consider the final draft of the proposed Secretarial Standard and finalize the
same in consultation with SSB. The Secretarial Standard on the relevant subject will then be
issued under the authority of the Council.

Compliance with Secretarial Standards

In the initial years, the Secretarial Standards will be recommendatory. The Institute will request the
Government and other appropriate authorities to enforce these Standards and will endeavor to
educate the users about the utility and need for compliance with these Standards. The Standards
will be made mandatory thereafter.

SECRETARIAL STANDARD | Page 3

 SECRETARIAL STANDARD
ON
GENERAL MEETINGS
The following is the text of the Secretarial Standard-2 (BSS-2), issued by the Council of the Institute
of Chartered Secretaries of Bangladesh, on “General Meetings”.

In the initial years, adherence by a company to this Secretarial Standard will be recommendatory.

(In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read
in the context of the background material).

INTRODUCTION

This Standard seeks to prescribe a set of principles for the convening and conduct of General
Meetings and matters related thereto.

The decision-making powers of a company are vested in its Members and the Board of Directors
(the Board). Such powers are exercisable through Meetings of the Members and the Board
respectively. Except where the law expressly provides that certain powers of a company are to be
exercised only by the company in General Meeting, the Board is entitled to exercise all the powers
of the company. Although Members acting through the forum of a General Meeting exercise
ultimate check over a company, they shall not interfere with the exercise by the Board of the
powers which are vested in the Board.
Every company is required to hold, every year, a Meeting of its Members called the Annual General
Meeting and may also hold any other meeting, called an Extra-Ordinary General Meeting, as and
when required or on the requisition of Members. The business to be transacted at an Annual
General Meeting may consist of items of ordinary business as well as special business. The items
of ordinary business specifically required to be transacted at an Annual General Meeting shall not
be transacted at any other General Meeting.

Every public company having a share capital is also required to hold a Statutory Meeting.
If a company defaults in holding its Annual General Meeting in any year, any Member of the
company has a statutory right to approach the prescribed authority to direct the company to hold
the Meeting.

A company may also hold Meetings of its Members, or class of Members or debenture holders or
creditors under the directions of the High Court Division of the Supreme Court of Bangladesh or
any other prescribed authority, and any such Meeting shall be governed by the Articles or by the
rules, regulations and directions prescribed for the conduct of any such Meeting.

SCOPE

The principles enunciated in this Standard for General Meetings may also be applicable to class
meetings of Members, debenture holders and creditors. These principles may, however, not be
applicable to any meeting convened on the directions of the High Court Division of the Supreme
Court of Bangladesh or any other prescribed authority unless the directions themselves so
prescribe.

This Standard does not deal with passing of resolutions by postal ballot.

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DEFINITIONS

The following terms are used in this Standard with the meaning specified:

”Act” means the Companies Act, 1994 (Act No.18 of 1994), or any statutory modification or
re-enactment thereof and includes any Rules and Regulations framed thereunder.

”Article or Articles” means the Articles of Association of a company, as originally framed or as

altered from time to time, including, where they apply, the Regulations contained in the Tables in
Schedule I to the Act.

”Board” or “Board of Directors” means the Board of Directors of a company.

”Chairman” means the Chairman of the Board or the Chairman appointed or elected for a Meeting.

”Member” means any person who agrees, either by subscribing to the Memorandum of
Association of the company or by applying in writing, to become a Member of the company and
whose name is entered either in the Register of Members of the company or in the records of the
depository as a beneficial owner in respect of the equity shares of the company held by him.

”Meeting” or “General Meeting” or “Extra-Ordinary General Meeting” means a Meeting of

Members duly convened by the Board or on the requisition of Members.

”Ordinary Business” means business to be transacted at an Annual General Meeting relating to (i)
the consideration of the accounts, balance sheet and the reports of the Board of Directors and
Auditors; (ii) the declaration of a dividend; (iii) the appointment of Directors in the place of those
retiring; and (iv) the appointment of, and the fixing of the remuneration of, the Auditors.

”Ordinary Resolution” means a Resolution when, at a General Meeting of which the Notice
required under the Act has been duly given, the votes cast (whether on a show of hands or on a
poll) in favour of the Resolution (including the casting vote, if any, of the Chairman) exceed the
votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or,
where proxies are allowed, by Proxy.

”Proxy” means an instrument in writing signed by a Member, authorizing another person, whether
a Member or not, to attend and vote on his behalf at a Meeting and also means the person so
appointed by a Member.

”Quorum” means the minimum number of Members whose presence is necessary for a Meeting.

”Special Business” means business other than the Ordinary Business to be transacted at an
Annual General Meeting and all business to be transacted at any other General Meeting.

”Special Resolution” means a Resolution in respect of which (a) the intention to propose the
Resolution as a Special Resolution has been duly specified in the Notice calling the Meeting or
other intimation of the Resolution has been given to the Members; (b) the Notice required under
the Act has been duly given of the Meeting; and (c) the votes cast in favour of the Resolution
(whether on a show of hands or on a poll) are not less than three times the number of the votes,
if any, cast against the Resolution by Members entitled to vote thereon either in person or, where
proxies are allowed, by Proxy.

Words and expressions used herein and not defined shall have the meaning respectively assigned
to them under the Act.

SECRETARIAL STANDARD | Page 5

 SECRETARIAL STANDARDS - II
1. CONVENING A MEETING
1.1 Authority
As per the provisions of the Act, a General Meeting shall be convened on the authority of the
Board.
The Board of its own accord or on the requisition of Members shall, either at a Meeting of the
Board or by passing a resolution by circulation, convene or authorize the convening of a General
Meeting.
If, on a requisition having been made in this behalf, the Board fails to call a Meeting, the
requisitionists may themselves call the Meeting in the same manner, as nearly as possible, as that
in which Meetings are to be called by the Board.

1.2 Notice
i. Notice of every General Meeting shall be given to every Member of the company in writing.
Such Notice shall also be given to the every Director and the Auditors of the company, and to
the Practicing Chartered Secretary, if any, who has given the Compliance Certificate, to
Debenture Trustees, if any, and, wherever applicable or so required, to any other specified
recipients.
ii. Notice shall be given to all persons entitled to receive such Notice, at the address provided by
them in Bangladesh or outside Bangladesh. In the case of joint-shareholders, the Notice shall
be given to the person whose name appears first in the Register of Members or in the records
of the depository, as the case may be.
iii. On receipt of intimation of death of a Member, the Notice of a Meeting shall be sent to the
surviving first joint-holder or to the nominee of the sole shareholder or to the person entitled
to a share in consequence of the death of the Member. In case of insolvency of a Member, the
Notice shall be sent to the assignees of the insolvent or to the person entitled to a share in
consequence of the insolvency of the Member.
iv. Notice shall be given by hand or by post and shall also be placed on the website, if any, of the
company.

1.3 Notification specifying day, date, time and venue of General Meeting
i. The Notice shall specify the day, date, time and venue of the General Meeting with complete
address.
ii. General Meetings shall commence during business hours, on a working day, at the Registered
Office of the company or at some other place within the city, town or village in which the
Registered Office is situated.
iii. If the venue of the Meeting is not a prominent place, a site map of the venue shall be enclosed
with the Notice.
iv. The Notice shall prominently contain a statement that a Member entitled to attend and vote is
entitled to appoint a Proxy to attend and vote instead of himself and that, except in the case of

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 a private company and a company not having a share capital where the Articles may provide
otherwise, a Proxy need not be a Member.

1.4 Notification on nature of Meeting and business to be transacted

i. The Notice shall clearly specify the nature of the Meeting and the business to be transacted
thereat.
ii. In respect of items of Special Business, each such item shall be in the form of a Resolution and
shall be accompanied by an explanatory statement which shall set out all such facts as will
enable a Member to take an informed decision on the matter.
iii. In respect of items of Ordinary Business, Resolutions are not required to be specified in the
Notice except where the appointment of Auditors has to be made by a Special Resolution, or
where the Auditors or Directors to be appointed are other than the retiring Auditors or
Directors, as the case may be.
ii. All Resolutions and the explanatory statement shall be framed in simple and intelligible
language so as to enable Members to understand the meaning, scope and implications of the
proposed items of business.
iii. The nature of the concern or interest, if any, of Directors in any item of business or in a
proposed Resolution shall be disclosed in the explanatory statement, along with the extent of
such concern or interest where the item relates to transactions with any other company.
iv. Where reference is made to any document, contract, agreement or the Memorandum of
Association and Articles, the relevant explanatory statement shall state that such documents
are available for inspection and such documents shall be so made available for inspection for
not less than two hours during business hours at the Registered Office of the company and
copies thereof shall also be made available at the head/corporate office of the company, if such
office is situated elsewhere, and also at the Meeting.
v. In all cases relating to the appointment or re-appointment of Directors, details of each such
Director shall be given, including age, qualifications, experience, date of first appointment on
the Board, shareholding position in the company, relationship with other Directors of the
company, Directorship in other companies, Membership/Chairmanship of Committees of
Boards of other companies and the number of Meetings of the Board attended during the year.
vi. In the case of appointment/re-appointment or varying of the terms of remuneration of
managerial personnel of the company, their personal resume, terms and conditions of
appointment/re-appointment including full details of remuneration sought to be paid and the
remuneration last drawn by such person shall be stated in the explanatory statement.

1.5 Sending of Notice and supporting documents to Members

Notice and supporting documents shall be sent to all the members at least 14 days before the
scheduled date of the Meeting.
Where the Notice also is to be published in a newspaper, it shall appear at least twenty-one
days before the date of the Meeting and such Notice need not be accompanied by an
explanatory statement.

1.6 Notice and accompanying documents may be given at a shorter period of time if consent in

SECRETARIAL STANDARD | Page 7

 writing, in the prescribed form, is given thereto by, in the case of an Annual General Meeting,
all the Members entitled to vote at the Meeting and, in the case of any other Meeting,
Members holding ninety-five percent of the paid-up share capital carrying voting right or,
where the company has no share capital, ninety-five percent of the total voting power.
Consent for shorter Notice may be given before or at the Meeting.

1.7 For the listed companies the Notice of the General Meeting shall be published in at least two
national daily newspapers, one in Bangla and another in English, having a wide circulation
within Bangladesh.

1.8 No business shall be transacted at a Meeting if Notice in accordance with this Standard has
not been given.

1.9 Items not specified shall not be transacted

i. At the General Meeting no items of business other than those specified in the Notice shall be
taken up for consideration.

ii. In respect of an item of business if not contained in the Notice convening the Meeting then no
Resolution shall be valid if it is passed in the General Meeting.
iii. Where Special Notice is required of any Resolution and Notice of the intention to move such
Resolution is received by the company at least fourteen days before the Meeting, such item
of business shall be placed for consideration at the Meeting after giving Notice of the
Resolution to Members in the manner specified.
iv. Any amendment to the Notice, including the addition of any item of business, can be issued
provided the notice of amendment is sent to all persons entitled to receive the Notice of the
Meeting and is sent within the time limit prescribed for giving of the original Notice.

1.10 The Notice shall be accompanied by an Attendance slip and a Proxy form with clear
instructions for filling, stamping, signing and depositing of the Proxy form.

1.11 A Meeting convened upon due Notice shall not be postponed or cancelled
If, for reasons beyond the control of the Board, a Meeting cannot be held on the date originally
fixed, the Board may defer the Meeting. The Meeting shall be reconvened after giving not less
than seven days fresh Notice published in a newspaper having a wide circulation within such Cities
of Bangladesh where more than 1,000 Members reside.

2. FREQUENCY OF MEETINGS
2.1 Statutory Meeting
Every public company having a share capital and every public company limited by guarantee and
having a share capital shall, after one month but not later than six months from the date on which
it is entitled to commence business, hold a Meeting called the Statutory Meeting.

2.2 Annual General Meeting

i. Every company shall, in each year, hold a Meeting called the Annual General Meeting.

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ii. Every company shall hold its first Annual General Meeting within eighteen months of the date
of incorporation and thereafter in each year within six months of the close of the financial year,
with an interval of not more than fifteen months between two successive Meetings. The
aforesaid period of six months or interval of fifteen months may be extended by a period not
exceeding three months with the prior approval of the Registrar of Companies.

2.3 Extra-Ordinary General Meeting

Items of business of an urgent nature which need to be transacted before the next Annual General
Meeting shall be considered at an Extra-Ordinary General Meeting.

3. QUORUM
i. To conduct a valid meeting quorum shall be present at the commencement and throughout
the Meeting.
ii. In the case of a public company a minimum of five Members personally present and entitled
to vote, and in the case of a private company, two Members personally present and entitled to
vote, shall constitute the Quorum for a valid General Meeting.
iii. Where more stringent requirements for Quorum is prescribed in the Articles then the Quorum
shall conform to such requirements.
iv. A Meeting must be constituted of at least two individuals present in person. The Quorum
requirement of five Members in the case of a public company will be fulfilled where a person
acting as an authorized representative of five bodies corporate is present in the Meeting along
with another Member personally present. However, if there is no such other Member
personally present, the Quorum requirement will not be fulfilled.
v. At a General Meeting since Members need to be personally present to constitute the Quorum,
Proxies are to be excluded for determining the Quorum. However, a duly authorized
representative of a body corporate is deemed to be a Member personally present and enjoys
all the rights of a Member present in person.

4. PRESENCE OF DIRECTORS AND AUDITORS

4.1 Directors
i. The Directors of the company shall attend all Meetings of the company, particularly the Annual
General Meeting, and shall be seated with the Chairman.
ii. If any Director is unable to attend the Meeting for reasons beyond his control, the Chairman
shall explain such absence at the Meeting.
iii. The Chairman of the Audit Committee, where such a Committee exists, shall attend the
Annual General Meeting.

4.2 Auditors
The Auditors of the company are entitled to attend the Annual General Meeting, the Auditors,
represented by the proprietor or a partner, as the case may be, shall attend the Meeting if
there are any reservations, qualifications or adverse remarks in the Auditor’s Report.

SECRETARIAL STANDARD | Page 9

4.3 Practicing Chartered Secretary
The Practicing Chartered Secretary who has given the Compliance Certificate to a company shall
be entitled to attend the Annual General Meeting of that company.

5. CHAIRMAN

5.1 Appointment
i. The Chairman of the Board shall take the chair of a general meeting and conduct the Meeting.
ii. If there is no Chairman or if he is not present within twenty minutes after the time as
appointed for holding of the general meeting, or if he express his inability or is unable to act as
Chairman of the Meeting, the Directors present shall elect one of themselves to act as the
Chairman of the Meeting.
iii. If the Directors fails to elect or if no Director is willing to take the chair, then the Members
present shall elect one of themselves to be the Chairman of the Meeting.
iv. In the absence of any express provision contained in the Articles, the Members personally
present at the Meeting shall elect one of themselves to be the Chairman of the Meeting.
v. The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and
the Articles or any other applicable laws, before it proceeds to transact business. The
Chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only
such business as has been set out in the Notice is transacted.
5.2 The Chairman shall explain the objective and implications of each Resolution before the
Resolution is put to vote.
5.3 The Chairman shall provide a fair opportunity to Members who are entitled to vote to raise
questions and/or offer comments and ensure that these are answered.
5.4 The Chairman shall not propose any Resolution in which he is deemed to be concerned or
interested nor shall he participate in the discussion or vote on any such Resolution.
5.5 If the Chairman is interested in any item of business, he shall entrust the conduct of the
proceedings in respect of such item to the Vice-Chairman, if there is one, or to any
dis-interested Director or to a Member and resume the Chair after that item of business has
been transacted. A person who so takes the Chair can exercise his casting vote in the event
that a vote on such item of business results in a tie.

6. VOTING

6.1 Proposing a Resolution

i. Every Resolution shall be proposed by a Member and seconded by another Member entitled
to vote thereon.
ii. Every Member holding equity shares and, in certain events as specified in the Act, every
Member holding preference shares, shall be entitled to vote on a Resolution.
iii. A Director shall not propose any Resolution in which he is deemed to be concerned or
interested nor shall he participate in the discussion or vote on any such Resolution.

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6.2 Vote by Show of Hands
i. Every Resolution shall, in the first instance, be put to vote on a show of hands.
ii. Every Member entitled to vote on a Resolution and present in person shall, on a show of
hands, have only one vote irrespective of the number of shares held by him. Unless the
Articles otherwise provide, a Proxy cannot vote on a show of hands.

6.3 By Poll
i. A Member present in person or by Proxy shall, on a poll, have votes in proportion to his share
of the paid up equity capital of the company, subject to differential rights as to voting, if any,
attached to certain shares as stipulated in the Articles or by the terms of issue of such shares.
ii. While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand
for a poll.

6.4 Casting Vote

i. The Chairman shall have a casting vote in a poll.
ii. If the Articles otherwise provide or restricts on any casting vote, then the Chairman shall have
no such casting vote.

7. PROXIES

7.1 Notice of Right to Appoint

Every Notice calling a Meeting of a company which has a share capital or the Articles of which
provide for voting at a Meeting by Proxy, shall prominently contain a statement that a Member
entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and
that, unless the Articles provide otherwise, a Proxy need not be a Member.

7.2 Form of Proxy

i. An instrument appointing a Proxy shall be either in the Form specified in the Articles or in any
of the Forms set out in the Act.
ii. If the Articles do not provide a form for ‘two way voting’ as per the format set out in Annexure
‘A’, the Articles shall be amended so as to provide accordingly.

iii An instrument of Proxy duly filled, stamped and signed, is valid only for the Meeting to which
it relates including any adjournment thereof.

7.3 Stamping of Proxies

An instrument of Proxy is valid only if it is properly stamped. Unstamped or inadequately stamped
Proxies or Proxies upon which the stamps have not been cancelled are invalid.

7.4 Execution of Proxies

i. In addition to the Member appointing a Proxy, the Proxy-holder also shall sign the instrument
of Proxy.

SECRETARIAL STANDARD | Page 11

ii. An authorized representative of a body corporate or of the President of the country, holding
shares in a company, may appoint a Proxy under his signature.

7.5 Proxies in Blank and Incomplete Proxies

i. A proxy form shall not be considered valid if it does not state the name of the Proxy.
ii. In case of an undated Proxy, if it is found otherwise complete in all respects, is lodged within
the prescribed time limit, it shall be considered valid.
iii. If a company receives multiple Proxies for the same holdings of a Member, which are either
not dated or bear the same date without specific mention of time, all such multiple Proxies
shall be treated as invalid.

7.6 Deposit of Proxies

i. Proxies shall either be deposited with the company in person or received through post not later
than forty-eight hours before the commencement of the Meeting at which they are to be used
and a Proxy shall be accepted even on a holiday if the last date by which it could be accepted
is a holiday.
ii. Proxies may be accepted at a shorter period, being not less than twenty-four hours before the
commencement of the Meeting, if the Articles so provide.
iii. A Member who has not appointed a Proxy to attend and vote on his behalf at a Meeting may
appoint a Proxy for any adjournment of such Meeting, not later than forty-eight hours before
the time of such adjourned Meeting.

7.7 Revocation of Proxies

i. If a Proxy had been appointed for the original Meeting and such Meeting is adjourned, any
Proxy given for the adjourned Meeting revokes the Proxy given for the original Meeting.

ii. A Proxy later in date revokes any Proxy/Proxies dated prior to such Proxy.
iii. A Proxy is valid until written notice of revocation has been received by the company before the
commencement of the Meeting or adjourned Meeting, as the case may be.
iv. A Proxy need not be informed of the revocation of the Proxy issued by the Member. Even an
undated letter of revocation of Proxy shall be accepted. Unless the Articles provide otherwise,
a notice of revocation shall be signed by the same person who had signed the Proxy.

7.8 Inspection of Proxies

i. Requisitions, if any, for inspection of Proxies shall be received in writing from a Member at
least three days before the commencement of the Meeting.
ii. Proxies shall be made available for inspection during the period beginning twenty-four hours
before the time fixed for the commencement of the Meeting and ending with the conclusion
of the Meeting.
iii. A fresh requisition, conforming to the above requirements, shall be given for inspection of
Proxies in case the original Meeting is adjourned.

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7.9 Record of Proxies
i. All Proxies received by the company shall be recorded chronologically in a register kept for that
purpose.
ii. In case any Proxy entered in the register is rejected, the reasons therefore shall be entered in
the remarks column of the register.

8. CONDUCT OF POLL
i. When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand
verified and shall order the poll forthwith if it is demanded on the question of appointment of
the Chairman or adjournment of the Meeting and, in any other case, within forty-eight hours of
the demand for poll.
ii. In the case of a poll which is not taken forthwith, the Chairman shall announce at the Meeting
the date, venue and time of taking the poll to enable Members to have adequate and
convenient opportunity to exercise their vote. The Chairman shall also announce that any
Member who so desires may be present at the time of counting of votes.
iii. A Member who did not attend the Meeting cannot participate and vote in the poll.
iv. Each Resolution on which a poll is demanded shall be put to vote separately.
v. One ballot paper may be used for two or more items for which poll has been ordered.
vi. The Chairman shall appoint at least two scrutinizers to ensure that the scrutiny of the votes
cast on a poll is conducted fairly, accurately and properly. At least one of the two scrutinizers
shall be a Member who is present at the Meeting and is not an officer or employee of the
company.
vii. Based on the scrutinizers’ report, the Chairman shall declare the result of the poll, with details
of the number of votes cast for and against the Resolution and the final result as to whether
the Resolution has been carried or not.
viii. The result of the poll shall be displayed on the notice board of the company at its Registered
Office and its Corporate/Head Office, if such office is situated elsewhere, and also placed on
the website, if any, of the company. In the case of listed companies with more than 5,000
Members, the result of the poll shall also be published in a leading newspaper circulating in the
neighborhood of the Registered Office of the company.

9. WITHDRAWAL OF RESOLUTIONS
Any Resolution on an Agenda or items of business which are likely to affect the market price of the
securities of the company or regarded as price sensitive if passed shall not be withdrawn.

10. RESCINDING OF RESOLUTIONS

A Resolution passed at a Meeting shall not be rescinded other than by a specific Resolution passed
at a subsequent Meeting.

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11. MODIFICATIONS TO RESOLUTIONS
Modifications to any Resolution which do not change the purpose of the Resolution materially may
be proposed, seconded and adopted by the requisite majority at the Meeting and, thereafter, the
amended Resolution shall be duly proposed, seconded and put to vote.
No amendment to any proposed Resolution shall be made if it in any way alters the substance of
the Resolution as set out in the Notice. Grammatical and clerical errors may be corrected or words
translated into more formal language and, if the precise text of the Resolution was not included in
the Notice, it may be corrected into a formal Resolution, provided there is no departure from the
substance as stated in the Notice.

12. READING OF REPORT/CERTIFICATE

i. The entire Auditor’s Report including the Statement pursuant to the Manufacturing and Other
Companies Auditor’s Report Order shall be read at the Annual General Meeting.

ii. The Compliance Certificate given by the Chartered Secretary in Practice and attached to the
Directors’ Report shall also be read at the Annual General Meeting.

13. DISTRIBUTION OF GIFTS

At or in connection with the General Meeting no gifts, gift coupons, or cash in lieu of gifts shall be
distributed to Members.

14. ADJOURNMENT OF MEETINGS

i. A duly convened Meeting shall not be adjourned arbitrarily by the Chairman. The Chairman
may adjourn a Meeting with the consent of the Members and shall adjourn a Meeting if so
decided by the Members.
ii. Meetings may be adjourned for want of requisite Quorum. The Chairman may adjourn a
Meeting in the event of disorder or other like causes, where it becomes impossible to conduct
the Meeting and complete its business.
iii. If a Meeting is adjourned sine-die or for a period of thirty days or more, a Notice of the
adjourned Meeting shall be given in accordance with the provisions contained hereinabove
relating to Notice.
iv. If a Meeting is adjourned for a period of less than thirty days, in the case of listed companies
with more than 5,000 Members, Notice thereof specifying the day, date, time and venue of
the Meeting shall be published immediately in a newspaper having a wide circulation within
such cities of Bangladesh where more than 1,000 Members reside.
v. If a Meeting, other than a requisitioned Meeting, stands adjourned for want of Quorum, the
adjourned Meeting shall be held on the same day, in the next week at the same time and place
or on such other day and at such other time and place as may be determined by the Board. In
the case of listed companies with more than 5,000 Members, Notice thereof, specifying the
day, date, time and venue of the Meeting, shall be published immediately in a newspaper
having a wide circulation within such Cities of Bangladesh where more than 1,000 Members
reside.
vi. If, at an adjourned Meeting, a Quorum is not present within half an hour from the scheduled
time, the Members present, being not less than two in number, will constitute the Quorum.
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vii. If, within half an hour from the time appointed for holding a requisitioned Meeting, a Quorum
is not present, the Meeting shall stand dissolved.
viii. At an adjourned Meeting, only the unfinished business of the original Meeting shall be
considered and transacted.
ix. Any Resolution passed at an adjourned Meeting shall be deemed to have been passed on the
date of the adjourned Meeting and not on any earlier date.

15. MINUTES

i. Minutes shall contain a summary of the proceedings of the Meeting, recorded fairly, correctly,
completely and in unambiguous terms, and shall be written in third person and past tense.

ii. The Minutes shall be entered and signed within thirty days from the conclusion of the
Meeting.

In case a Meeting is adjourned, Minutes shall be entered in respect of the original Meeting as
well as the adjourned Meeting within thirty days from the dates of the respective Meetings.

The pages of the Minutes Book shall be consecutively numbered. The Minutes shall be dated
and signed by the Chairman of the Meeting within a period of thirty days or, in the event of
death or inability of the Chairman within that period, by a Director who was present in the
Meeting and authorized by the Board for the purpose.
iii. The Chairman shall initial each page of the Minutes, sign the last page of the Minutes and
append to such signature the date on which he has signed the Minutes.
iv. Minutes, once entered in the Minutes Book, shall not be altered. However, minor errors may
be corrected and initialed by the Chairman even after the Minutes have been signed.
v. Minutes shall not be pasted or attached to the Minutes Book.
vi. Minutes, if maintained in loose-leaf form, shall be bound at reasonable intervals.

16. RECORDING IN THE MINUTES

i. The name of the Chairman of the Meeting and the names of Directors including the Chairman
of the Audit Committee, if any, present at the General Meeting shall be recorded.
ii. The number of Members required to form the Quorum and the fact that the required Quorum
was present shall be recorded.
iii. The number of Members present in person and through representatives and Proxies shall be
recorded.
iv. The presence, at the Annual General Meeting, of the Auditor and the Practicing Chartered
Secretary who has given the Compliance Certificate, shall be recorded.
v. If the Chairman was interested in an item of business at the Meeting, the fact that he vacated
the Chair and requested the Vice-Chairman, if any, or some other Director or Member to Chair
the Meeting to transact such business, shall be recorded.

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17. PRESERVATION OF GENERAL MEETING MINUTES AND OTHER RECORDS

i. Minutes Book shall be kept separately from those books used to record Minutes of any other
meetings to record the Minutes of Meetings and shall be kept at the Registered Office of the
company.
ii. The Minutes of all Meetings shall be preserved permanently. Minutes can be inspected by any
Member.
iii. The Statutory Auditors or Cost Auditors of the company or Chartered Secretary in Practice
appointed by the company can also inspect the Minutes Book in the course of their audit or
certification.
iv. A company if has been merged or amalgamated with any other company, under a scheme of
amalgamation, the Minutes of all Meetings of the transferor company shall be preserved
permanently by the transferee company, notwithstanding the fact that the identity of the
transferor company may not survive such arrangement.
v. Office copies of Notices and supporting papers relating to the Notice shall be preserved in
orderly manner for as long as they remain current or for twelve years, whichever is later, and
may be destroyed thereafter, on the authority of the Board.

18. DISCLOSURE
The Annual Report of a company shall disclose particulars of all Meetings held during the last three
years.

EFFECTIVE DATE
This Standard shall come into effect from the date approved by the Council.

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