UPMSP Secretarial Practice flashcards

32 cards. Read the term and the definition here. The deck at the top of this page is optional.

Company Secretary as Officer

The company secretary is an officer of the company but not a director. Powers come from statute, the articles and board authorisation; the secretary cannot exercise board-reserved powers.

Certificate of Incorporation

Document issued by the Registrar confirming that the company has been registered. It is conclusive evidence that the company exists as a separate legal person from the date stated on it.

Ultra Vires Act

An act beyond the objects stated in the memorandum. It is void and cannot be ratified even by unanimous consent of shareholders, because the company has no capacity to perform it.

Registered Office

The official address of the company recorded with the Registrar. It is the place for service of legal process, official communication and, normally, custody of statutory registers.

Annual General Meeting

General meeting held once in each calendar year with not more than fifteen months between two meetings. The first AGM is due within nine months of the first financial year's close.

Quorum for General Meeting

Minimum members who must be present for business to be validly transacted: five for a public company, two for a private company, one for a one-person company.

Special Resolution

Resolution requiring votes in favour of at least three times the votes against. The notice must state the intention to pass it as a special resolution.

Proxy Deposit Deadline

A proxy instrument must be signed, dated and deposited with the company at least forty-eight hours before the meeting. A proxy may vote on a poll but not on a show of hands.

Minutes of Meeting

Record of proceedings entered in the minute book within thirty days, signed and dated by the chairman. Minutes are evidence of the proceedings and open to member inspection.

Notice of General Meeting

Twenty-one clear days for a company with share capital. Shorter notice requires consent of the prescribed majority of members entitled to vote at the meeting.

Secretarial Compliance Calendar

A dated schedule of every recurring statutory obligation, such as filings, meetings and returns. Each item is traceable to a filed form or a register entry.

Fiduciary Duty of Secretary

Duty of good faith, confidentiality and avoidance of secret profit or conflict of interest. Breach exposes the officer to civil liability and, where dishonest, to criminal liability.

Return of Allotment

Filing made with the Registrar after shares are allotted by board resolution. It records the number and class of shares allotted and the consideration received.

Paid-up Share Capital

The portion of issued capital actually received by the company or credited as paid by members. It differs from authorised, issued and subscribed capital.

Dividend Declaration

Declared by the company in general meeting on the board's recommendation, or as interim dividend by the board. Payable only out of profits or government-provided money.

Unpaid Dividend Account

Account to which unpaid or unclaimed dividend is transferred within the prescribed period. After the statutory waiting period the balance goes to the investor protection fund.

Debenture Charge Registration

A charge securing debentures must be registered with the Registrar within the prescribed period. If not registered, the charge is void against the liquidator and creditors.

Register of Members

Statutory register recording each member's name, address, shares held, distinctive numbers, amount paid and date of cessation. It is prima facie evidence of membership.

Register of Charges

Register recording every charge created by the company, the amount secured, the property charged and the charge holder. Open to inspection by members and creditors.

Annual Return

Filing with the Registrar summarising capital structure, directors, members and charges as at the close of the financial year. Must be signed by the authorised officer.

Inspection of Registers

Members may inspect the register of members and minutes without charge; others pay the prescribed fee. Copies must be supplied within the prescribed time on request.

Correspondence Register

Log of inward and outward secretarial letters showing date of receipt or dispatch and reference number. It is the evidence that statutory notices and replies were sent on time.

Explanatory Statement

Annexure to the notice for special business setting out material facts and the interest of any director or manager. It must accompany the notice of the general meeting.

Seven C's of Communication

Clear, concise, concrete, correct, coherent, complete and courteous. A statutory letter must also be accurate as to dates, amounts and legal references.

First Auditor Appointment

Appointed by the board within one month of incorporation, holding office until the first annual general meeting. Later auditors are appointed by members for five years.

Auditor Eligibility Certificate

Written certificate from the proposed auditor confirming qualification, compliance with the ceiling on audits held and absence of statutory disqualification from appointment.

Auditor Rotation

For listed and prescribed companies, an individual auditor serves one five-year term and an audit firm two five-year terms, followed by a cooling-off period.

Director Disclosure of Interest

A director must disclose interest in any contract before the board. The interested director does not count for quorum or vote, and the disclosure is entered in the register of contracts.

Additional Director

Director appointed by the board within the limits fixed by the articles. Holds office only until the next annual general meeting, when members may appoint or reject.

Promoter Fiduciary Duty

Promoters stand in a fiduciary relation to the company and subscribers. They must disclose profit made on property sold to the company; concealment makes them accountable.

Secretarial Audit

Independent check of the company's compliance with company law and related rules, reported in the prescribed form and annexed to the board's report where required.

Ordinary Resolution

Resolution passed by a simple majority of votes cast by members entitled to vote at a duly convened general meeting where quorum is present.