Maharashtra Board Class 11 Secretarial Practice Chapter 7 Company Meetings Solutions

Company Meetings - I 11th Secretarial Practice Chapter 7 Solutions Maharashtra Board

Balbharti Maharashtra State Board Class 11 Secretarial Practice Solutions Chapter 7 Company Meetings - I Textbook Exercise Questions and Answers.

Class 11 Secretarial Practice Chapter 7 Exercise Solutions

1A. Select the correct answer from the options given below and rewrite the statements.

Question 1. The intimation to members stating the day, date, time, and place of meeting is known as __________
(a) quorum
(b) agenda
(c) notice
Answer: (c) notice
In simple words: The formal announcement to members about a meeting's essential details like day, date, time, and location is called a notice.
🎯 Exam Tip: Understanding the basic terminology like 'notice' is crucial for explaining company meeting procedures.

 

Question 2. The notice of the general meeting must be sent to all members __________ clear days before the meeting.
(a) 24
(b) 21
(c) 14
Answer: (b) 21
In simple words: For a general meeting, members must receive a clear 21-day advance notice, as mandated by legal provisions.
🎯 Exam Tip: Remember the specific number of days for sending meeting notices, as this is a common legal compliance point.

 

Question 3. The person who presides over the meeting is known as __________
(a) Secretary
(b) Chairman
(c) Director
Answer: (b) Chairman
In simple words: The Chairman is the individual responsible for leading and overseeing the proceedings of a meeting.
🎯 Exam Tip: Identifying key roles in a meeting, such as the Chairman, is fundamental to understanding corporate governance.

 

Question 4. A proxy can vote only in the case of voting by __________
(a) division
(b) show of hand
(c) poll
Answer: (c) poll
In simple words: A proxy, acting on behalf of an absent member, is only permitted to vote when a poll method is used, not by a show of hands or division.
🎯 Exam Tip: Differentiating proxy voting rights based on voting methods is a key concept to grasp for exams.

 

Question 5. The appointment of an auditor requires __________
(a) resolution requiring special notice
(b) an ordinary resolution
(c) a special resolution.
Answer: (b) an ordinary resolution
In simple words: The standard appointment of an auditor typically requires an ordinary resolution, which means it can be passed by a simple majority vote.
🎯 Exam Tip: Knowing which types of resolutions are needed for different corporate actions (like auditor appointments) is critical.

 

Question 6. A __________ is the proposal put before the meeting for discussion and decision.
(a) Motion
(b) Resolution
(c) Minutes
Answer: (a) Motion
In simple words: A motion is the initial formal proposal presented during a meeting for attendees to consider, discuss, and eventually decide upon.
🎯 Exam Tip: Distinguish between a 'motion' (the proposal) and a 'resolution' (the adopted decision) for clarity.

 

Question 7. The right of casting vote is given to the __________
(a) Director
(b) Chairman
(c) Secretary
Answer: (b) Chairman
In simple words: The Chairman holds the casting vote, which is used to break a tie when votes are equally divided on a motion.
🎯 Exam Tip: The Chairman's casting vote is a significant power used to ensure a decision is made when voting results in a deadlock.

 

Question 8. Minutes must be recorded within __________ days of the conclusion of the meeting.
(a) 60
(b) 21
(c) 15
Answer: (c) 15
In simple words: Meeting minutes, which are the official records of proceedings, must be completed and recorded within 15 days after the meeting concludes.
🎯 Exam Tip: The timeframe for recording minutes is a regulatory requirement, ensuring timely documentation of meeting outcomes.

 

Question 9. __________ resolutions are not passed in general meeting.
(a) Ordinary
(b) Special resolution
(c) Resolution by circulation
Answer: (c) Resolution by circulation
In simple words: Resolutions by circulation are passed by distributing the resolution text to members for their consent without a physical meeting, unlike ordinary or special resolutions that require a general meeting.
🎯 Exam Tip: Understand that not all resolutions require a physical meeting; some can be passed by circulation, particularly for urgent decisions.

 

Question 10. For passing special resolution __________ majority is required.
(a) 51%
(b) 66%
(c) 75%
Answer: (c) 75%
In simple words: To pass a special resolution, a substantial majority of 75% of the votes cast must be in favor.
🎯 Exam Tip: Clearly differentiate the majority percentages required for ordinary (simple majority) versus special resolutions (75%).

 

Question 11. For alterations in the Articles of Associations __________ is required.
(a) a special resolution
(b) an ordinary resolution
(c) a resolution requiring a special notice
Answer: (a) a special resolution
In simple words: Any changes to a company's Articles of Association, which govern its internal management, necessitate the passing of a special resolution.
🎯 Exam Tip: Significant changes to foundational company documents like the Articles of Association always require a special resolution for legal validity.

 

Question 12. Provisions about resolutions are contained in __________ of a company.
(a) Articles of Association
(b) Memorandum of Association
(c) Prospectus
Answer: (a) Articles of Association
In simple words: The rules and procedures concerning how resolutions are passed within a company are primarily detailed in its Articles of Association.
🎯 Exam Tip: The Articles of Association deal with internal management, including procedural aspects like resolutions, while the Memorandum outlines external objectives.

 

Question 13. When a poll is demanded it must be taken within __________ hours.
(a) 48
(b) 36
(c) 12
Answer: (a) 48
In simple words: If a poll is formally requested during a meeting, the voting process must be completed within 48 hours.
🎯 Exam Tip: Note the specific time limit for conducting a poll after it's demanded, as this ensures timely decision-making.

 

1B. Match the pairs.

Question 1.

Group 'A'	Group 'B'
(a) Chairman	(1) Proposal put before the meeting
(b) Quorum	(2) Casting vote
(c) Motion	(3) Amendment
(d) Minutes	(4) Minimum number of members required for a valid meeting
(e) Notice	(5) Voting
(f) Proxy	(6) Maximum number of members required for a valid meeting
	(7) Record of a meeting
	(8) Accepted motion
	(9) Intimation stating agenda, day, date, time and place of meeting
	(10) Representative of a member
	(11) Representative of a director
	(12) Formal motion

Answer:

Group 'A'	Group 'B'
(a) Chairman	(2) Casting vote
(b) Quorum	(4) Minimum number of members required for a valid meeting
(c) Motion	(1) Proposal put before the meeting
(d) Minutes	(7) Record of a meeting
(e) Notice	(9) Intimation stating agenda, day, date, time and place of meeting
(f) Proxy	(10) Representative of a member

In simple words: This matching exercise connects key terms in company meetings (like Chairman, Quorum, Motion, Minutes, Notice, Proxy) with their correct definitions or associated concepts.
🎯 Exam Tip: Accurately matching terms with their definitions demonstrates a clear understanding of company meeting vocabulary and functions.

 

1C. Write a word or a term or a phrase which can substitute each of the following statements.

Question 1. The person who signs the minutes of the meeting.
Answer: Chairman
In simple words: The Chairman is responsible for authenticating the accuracy of the meeting's minutes by signing them.
🎯 Exam Tip: The Chairman's signature on minutes is a formal step that validates the recorded proceedings.

 

Question 2. A method of voting where members can vote in proportion to the number of shares held.
Answer: Voting by-poll
In simple words: Voting by poll allows members to cast votes based on their shareholding, giving more weight to larger shareholders.
🎯 Exam Tip: Understand that "voting by poll" reflects a capitalistic approach where influence is proportional to investment, unlike "one man, one vote" methods.

 

Question 3. A resolution passed by simple majority.
Answer: Ordinary Resolution
In simple words: An ordinary resolution is a decision approved by more than half of the votes cast, sufficient for routine company matters.
🎯 Exam Tip: Ordinary resolutions handle day-to-day business, requiring only a simple majority vote to pass.

 

Question 4. A resolution passed by a 3/4 majority.
Answer: Special Resolution
In simple words: A special resolution is a decision that requires a significant 75% majority vote, typically for major company changes.
🎯 Exam Tip: Special resolutions are reserved for critical decisions that fundamentally alter the company's structure or policy, hence the higher majority requirement.

 

Question 5. A company officer who is required to draft the minutes of the meeting.
Answer: Secretary
In simple words: The Company Secretary is primarily responsible for accurately drafting and maintaining the official minutes of company meetings.
🎯 Exam Tip: The Secretary's role in drafting minutes is crucial for maintaining accurate legal records of company proceedings.

 

Question 6. A person who conducts the proceedings of the meeting.
Answer: Chairman
In simple words: The Chairman is the individual appointed to lead, manage, and ensure the orderly conduct of a meeting.
🎯 Exam Tip: The Chairman's role is to facilitate discussions, maintain order, and guide the meeting to its conclusions effectively.

 

1D. State whether the following statements are True or False.

Question 1. Minutes are prepared before the meeting.
Answer: False
In simple words: Minutes are a record of what happened *during* and *after* a meeting, not before it; the agenda is prepared beforehand.
🎯 Exam Tip: Understand the chronological order: agenda before the meeting, minutes after the meeting to record decisions.

 

Question 2. A maximum number of members required to attend the meeting is called a Quorum.
Answer: False
In simple words: Quorum refers to the *minimum* number of members legally required to be present for a meeting to be valid, not the maximum.
🎯 Exam Tip: Differentiate 'minimum' (quorum) from 'maximum' when defining attendee requirements for a valid meeting.

 

Question 3. Meetings are held only to review the progress of the company.
Answer: False
In simple words: Company meetings are held for various purposes beyond just progress review, including decision-making, policy formulation, and legal compliance.
🎯 Exam Tip: Recognize the multifaceted nature of company meetings, which serve a broader strategic and operational role than just progress checks.

 

Question 4. Chairman has the right to conduct the meeting.
Answer: True
In simple words: The Chairman's primary duty and right is to preside over and manage the proceedings of a company meeting.
🎯 Exam Tip: The Chairman is the designated authority for the orderly conduct and management of any meeting.

 

1E. Find the odd one.

Question 1. Next Business Motion, Previous Question Motion, Special Resolution.
Answer: Special Resolution
In simple words: 'Special Resolution' is a type of decision requiring a high majority, while 'Next Business Motion' and 'Previous Question Motion' are procedural motions used to control meeting discussions.
🎯 Exam Tip: Classify items into 'substantive decisions' (like resolutions) versus 'procedural actions' (like motions) to identify the odd one out.

 

Question 2. Ordinary Resolution, Resolution requiring special notice, Substantive motion.
Answer: Substantive Motion
In simple words: 'Substantive motion' is a proposal, whereas 'Ordinary Resolution' and 'Resolution requiring special notice' are types of final, passed decisions (resolutions).
🎯 Exam Tip: Distinguish between a 'motion' (a proposal) and a 'resolution' (a passed decision) to correctly identify the different nature of the terms.

 

1F. Complete the sentences.

Question 1. The authority who can convene the general meeting of shareholders is __________
Answer: Board of Director
In simple words: The Board of Directors is the primary body legally authorized to call or convene a general meeting of the company's shareholders.
🎯 Exam Tip: The Board of Directors holds the executive power to initiate and call general meetings for shareholders.

 

Question 2. The advance intimation about the day, date, time, etc. of a meeting sent to the members is called as __________
Answer: Notice
In simple words: The formal pre-notification containing all the essential details about an upcoming meeting is termed a 'Notice'.
🎯 Exam Tip: 'Notice' is the official communication that informs members about the fundamental logistics of a meeting.

 

Question 3. The minimum number of members required to be present at a meeting is called as __________
Answer: Quorum
In simple words: 'Quorum' denotes the absolute minimum attendance necessary for a meeting to conduct valid business and pass legal resolutions.
🎯 Exam Tip: Always remember that without a valid quorum, any decisions made at a meeting are not legally binding.

 

Question 4. A person who attends a general meeting and votes on behalf of a member is called as __________
Answer: Proxy
In simple words: A 'proxy' is an authorized substitute who attends a meeting and votes for an absent member.
🎯 Exam Tip: Understand that a proxy can vote but generally cannot speak at the meeting, acting purely as a representative for voting purposes.

 

Question 5. A proposal put before a meeting for consideration and adoption is called as __________
Answer: Motion
In simple words: A 'motion' is the formal suggestion or proposal introduced at a meeting for discussion and potential approval.
🎯 Exam Tip: A motion is the starting point for any decision in a meeting; it becomes a resolution once adopted.

 

Question 6. A formal and final decision taken in a meeting is called as __________
Answer: Resolution
In simple words: A 'resolution' is the officially passed and final decision made by the members during a meeting.
🎯 Exam Tip: A resolution is the conclusive outcome of a discussion on a motion, representing the collective decision of the meeting.

 

Question 7. The written records of proceedings of a meeting is called as __________
Answer: Minutes
In simple words: 'Minutes' are the official, written summary of all actions, discussions, and decisions that took place during a meeting.
🎯 Exam Tip: Minutes serve as a crucial legal document and historical record of what transpired at a meeting.

 

1G. Select the correct option from the bracket.

Question 1.

Group 'A'	Group 'B'
(1) Voting by-poll	....................
(2) ....................	Special resolution
(3) Substantive Motion	....................
(4) ....................	Chairman

(Presides over the meeting, Proxy, an amended Motion, 3/4 or 75% majority)
Answer:

Group 'A'	Group 'B'
(1) Voting by-poll	Proxy
(2) 3/4 or 75% majority	Special Resolution
(3) Substantive Motion	an amended Motion
(4) Presides over a Meeting	Chairman

In simple words: This exercise matches concepts like voting by poll with proxy, special resolutions with 3/4 majority, substantive motions with amended motions, and the act of presiding over a meeting with the Chairman's role.
🎯 Exam Tip: This matching type question tests your overall understanding of various interconnected concepts related to company meetings.

 

1H. Answer in one sentence.

Question 1. What are Minutes?
Answer: Minutes are the written records of the proceedings of the meeting.
In simple words: Minutes are the official, documented summary of what transpired in a meeting.
🎯 Exam Tip: Define minutes clearly as the formal written record of meeting events and decisions.

 

Question 2. What is Notice?
Answer: Notice is an advance intimation given by the company informing the day, date, time, and place of the meeting.
In simple words: A notice is a formal announcement communicating a meeting's essential details to members in advance.
🎯 Exam Tip: A notice ensures members are informed about the meeting's logistics and purpose ahead of time.

 

Question 3. What is Ordinary Resolution?
Answer: A resolution that is passed by a simple majority i.e., 50% or more is called Ordinary Resolution.
In simple words: An ordinary resolution is a decision passed with a simple majority (over 50%) of votes.
🎯 Exam Tip: Ordinary resolutions are for routine business and require only a simple majority vote.

 

Question 4. What is the agenda?
Answer: Agenda is a list of items to be discussed or things to be done at the meeting.
In simple words: The agenda is a planned list of topics and tasks set for discussion and action during a meeting.
🎯 Exam Tip: The agenda provides structure and direction to a meeting, ensuring all planned topics are covered.

 

Question 5. Who is Chairman?
Answer: A chairman is a person who presides over a meeting.
In simple words: The Chairman is the appointed leader who conducts and oversees a meeting.
🎯 Exam Tip: The Chairman is central to maintaining order and facilitating discussions in a meeting.

 

Question 6. What is the point of order?
Answer: A point of order is an objection or question raised by any member regarding irregularity in the proceedings of the meeting.
In simple words: A point of order is a formal interjection to highlight a procedural error or rule violation during a meeting.
🎯 Exam Tip: Points of order are used to ensure that meeting proceedings adhere to established rules and regulations.

 

1I. Correct the underlined word and rewrite the following sentences.

Question 1. Minutes are prepared before the meeting.
Answer: Minutes are prepared after the meeting.
In simple words: Minutes are created following a meeting to document its proceedings, not beforehand.
🎯 Exam Tip: Remember the sequence: the agenda precedes the meeting, and minutes follow it.

 

Question 2. Resolution is a proposal put before a meeting for discussion.
Answer: Motion is a proposal put before a meeting for discussion.
In simple words: A motion is the initial proposal, which, after discussion and approval, becomes a resolution.
🎯 Exam Tip: Differentiate between a 'motion' as a proposal and a 'resolution' as an approved decision.

 

Question 3. Polling papers are used for voting by show of hands.
Answer: Polling papers are used for voting by-poll.
In simple words: Polling papers are specifically used for a poll vote, not for a show of hands which is a visual count.
🎯 Exam Tip: Polling papers provide a written, often secret, record of votes, characteristic of a poll.

 

Question 4. A Motion is a final decision taken in the meeting.
Answer: A Resolution is a final decision taken in the meeting.
In simple words: A resolution represents the conclusive decision adopted by the meeting, evolving from an initial motion.
🎯 Exam Tip: A motion is merely a proposal; it's the resolution that signifies the definitive outcome of a meeting item.

 

Question 5. The agenda is prepared after the meeting.
Answer: The agenda is prepared before the meeting.
In simple words: The agenda is a pre-meeting document outlining topics, ensuring preparation and structured discussion.
🎯 Exam Tip: The agenda is a planning tool, created in advance to guide the meeting's flow and content.

 

1J. Arrange in proper order.

Question 1.
(a) Drafting Minutes
(b) Sending notice
(c) Confirming quorum
Answer:
(a) Sending Notice
(b) Confirming Quorum
(c) Drafting Minutes
In simple words: The logical order of meeting procedures starts with sending notice, followed by confirming quorum for validity, and finally drafting minutes as a record.
🎯 Exam Tip: Understanding the correct sequence of meeting activities is essential for proper procedural compliance.

 

Question 2.
(a) Motion
(b) Resolution
(c) Voting
Answer:
(a) Motion
(b) Voting
(c) Resolution
In simple words: A meeting progresses from introducing a motion, to voting on it, and then formally adopting it as a resolution.
🎯 Exam Tip: The progression from proposal (motion) to decision (resolution) through voting is a fundamental aspect of meeting procedure.

 

2. Explain the following terms/concepts:

Question 1. Ordinary Resolution
Answer: Ordinary Resolution (Section 114) A resolution that is passed by a simple majority i.e. 50% or more is called ordinary resolution. More than 50% of the votes should be in favour of the motion. An ordinary resolution need not be submitted to the Registrar of Companies. The notice of the meeting need not require to explain the particulars of an ordinary resolution.
Example:
• Approval of Director's report and Auditor report
• Alteration of share capital
• Declaration of dividend
• Approval of final accounts
• Election of director
• Appointment of Secretary, Auditor, etc.
In simple words: An Ordinary Resolution is a decision passed by a simple majority (over 50%) of votes at a meeting, used for routine company matters and generally does not require filing with the Registrar of Companies.
🎯 Exam Tip: Focus on the simple majority requirement and the types of routine business handled by an ordinary resolution.

 

Question 2. Agenda
Answer: Agenda is a list of items to be discussed or things to be done or the business to be transacted at the meeting. It is sent along with the notice. A secretary prepares the agenda in consultation with the Chairman. The business at the meeting is transacted according to the order in which it appears in the agenda, routine matter first followed by special matters. The agenda is prepared as per the nature and the scope of the meeting.
In simple words: The agenda is a pre-planned list of specific topics and items arranged in a structured order for discussion and decision-making during a meeting, typically prepared by the secretary in consultation with the chairman.
🎯 Exam Tip: The agenda ensures that all relevant items are covered systematically and provides a framework for the meeting's flow.

 

Question 3. Quorum
Answer: Quorum (Section 103) is the minimum number of members required to be present for transacting a valid business. Without quorum proceeding of the meeting becomes invalid. The quorum should be present throughout the meeting i.e. from beginning till the end of the meeting. Secretary must check the quorum before the commencement of the meeting.
In simple words: Quorum is the legally mandated minimum number of members who must be physically present for a meeting to be considered valid and for its decisions to be binding.
🎯 Exam Tip: Emphasize that the quorum must be maintained throughout the meeting for all business transacted to be valid.

 

Question 4. Proxy
Answer: A proxy is a person, who can attend and vote at the meeting on behalf of an absent member. Every member of a company has a statutory right to appoint a proxy. When a member is not in a position to attend the meeting, he can appoint his representative. The representative of an absent member is called a Proxy. He has no right to speak at the meeting.
In simple words: A proxy is an individual appointed by an absent company member to attend a meeting and cast votes on their behalf, though typically without speaking rights.
🎯 Exam Tip: Highlight that a proxy's main function is to exercise voting rights for an absent member, not to participate in discussions.

 

Question 5. Amendment
Answer: An amendment is any alteration proposed by a member to the original motion when a motion is under discussion. Amendments are generally moved to alter original motion by
• Adding some new words or
• Deleting some words or
• Replacing some words or
• Changing the position or place of words.
The amendment should be relevant to the main motion and it must not alter the original motion.
In simple words: An amendment is a proposed change to an original motion during a meeting, aimed at improving or modifying it without fundamentally changing its core intent.
🎯 Exam Tip: An amendment refines a motion, ensuring it's more acceptable or precise, but it must always relate directly to the original proposal.

 

Question 6. Motion
Answer: A motion is a proposal put before the meeting for discussion and decision. A person who proposes a motion is called a proposer or a mover of a motion. A motion is subject to alteration before it is adopted by the meeting.
In simple words: A motion is a formal suggestion or idea presented to a meeting for debate and subsequent voting, acting as the starting point for any decision.
🎯 Exam Tip: Remember that a motion is a preliminary proposal that can be amended or discussed before it becomes a final resolution.

 

Question 7. Special Resolution
Answer: The resolution which is passed by a special majority is called a Special resolution. It is passed by 3/4th or 75% majority. The purpose of passing this resolution should be mentioned in the notice of the meeting. A special resolution is passed in general meetings only. Notice of special resolution has to be given to the members 21 clear days before the meeting. A copy of the special resolution must be filed with the Registrar of companies through e-filing on the MCA portal within 30 days of passing the resolution.
Examples:
• Change in the name of the company (Section 13).
• Change in the registered office of the company from one state to another (Section 12).
• Alteration in the object clause of the company.
• Reduction in the authorized share capital of the company.
• Alteration in the Articles of Association of the company (Section 14)
In simple words: A Special Resolution is a significant decision passed by a 75% (3/4th) majority at a general meeting, requiring explicit mention in the meeting notice and usually filed with the Registrar of Companies within 30 days.
🎯 Exam Tip: Highlight the 75% majority, the requirement for special notice, and the mandatory filing for a special resolution, as these are critical distinctions.

 

Question 8. Notice
Answer: Proper notice must be given to a proper person for a valid meeting. Notice is an advance intimation given by the company informing the day, date, time, and place of meeting and business to be transacted at the meeting. It is given in writing to all those who are entitled to receive it. In case of general meeting, 21 days clear notice before meeting and 7 days in case of the Board meeting.
In simple words: A notice is a mandatory written communication issued in advance by the company to eligible members, detailing the meeting's date, time, venue, and proposed business, with specific clear day requirements depending on the meeting type.
🎯 Exam Tip: Emphasize the legal requirements for notice period (21 days for general, 7 days for Board) and its mandatory content for a valid meeting.

 

Question 9. Minutes
Answer: Minutes are the written records of proceedings of a meeting. It is a summary of all discussions and decisions taken at the meeting. It is a concise and accurate record of business transacted at the meeting. Minutes are prepared by the secretary within 15 days after the meeting. Minutes are recorded in minutes book and written in the past tense. After preparing minutes, it should be passed in consecutive meetings. Minutes book for General meetings and Board meetings are maintained separately.
In simple words: Minutes are the accurate, concise, and official written record of discussions and decisions from a meeting, prepared by the secretary within 15 days, serving as a permanent legal document.
🎯 Exam Tip: Note that minutes are prepared *after* the meeting, recorded in the *past tense*, and must be signed by the chairman for authentication.

 

Question 10. Point of order
Answer: A point of order is a question or objection raised by any member when he wants to point out an irregularity in the proceedings of the meeting. It is raised to draw the attention of the chairman.
The point of order can be raised on the following points:
• Absence of quorum
• Breach of any rule related to meeting
• Misbehavior of any member
• Unparliamentary or Improper language used by any member.
In simple words: A point of order is a formal challenge by a member during a meeting to alert the chairman to a breach of meeting rules or procedure, temporarily halting discussion until addressed.
🎯 Exam Tip: Understand that a point of order addresses procedural improprieties and requires an immediate ruling from the chairman.

 

3. Study the following case/situation and express your opinion.

Question 1.1. XYZ Ltd Co. sent notice of its Annual General meeting to its members. In the meeting, a resolution is to be passed on altering the Articles of Association.
Question (a). Should agenda also be sent with Notice?
Answer: Yes, the agenda should be sent along with the notice.
In simple words: Yes, the agenda should always accompany the notice to inform members about the meeting's topics beforehand.

🎯 Exam Tip: Remember that sending the agenda with the notice ensures transparency and preparedness for all members attending the meeting.

 

Question (b). What type of resolution is needed to alter the Articles?
Answer: A special resolution is needed to alter the Articles of Association.
In simple words: Altering the Articles of Association requires a special resolution, which means a higher majority vote.

🎯 Exam Tip: Distinguish between ordinary and special resolutions; alterations to key constitutional documents like Articles of Association always require a special resolution.

 

Question (c). Should the resolution for altering articles be filed with the Registrar of Companies?
Answer: A copy of the special resolution passed for altering Articles of Association must be filed with the Registrar of Companies within 30 days of its passing.
In simple words: Yes, after passing, a copy of the special resolution for altering articles must be filed with the Registrar of Companies within 30 days.

🎯 Exam Tip: Always note the statutory timelines for filing resolutions with the Registrar of Companies, especially for significant changes like altering Articles of Association.

 

Question 2.2. A General meeting of a public limited company is to be held. State the provision of quorum for-
Question (a). meeting of the company which has less than 1000 members?
Answer: The quorum for less than 1000 members is 5 members.
In simple words: For a public limited company with fewer than 1000 members, the minimum attendance (quorum) required for a general meeting is 5 members.

🎯 Exam Tip: Quorum requirements vary based on the number of members; ensure you know the specific thresholds for different company sizes.

 

Question (b). meeting of the company which has more than 5000 members?
Answer: The quorum for more than 5000 members is 30 members.
In simple words: If a public limited company has over 5000 members, the quorum for its general meeting is 30 members.

🎯 Exam Tip: Memorize the varying quorum numbers for different member counts to correctly answer questions on meeting validity.

 

Question (c). meeting of the company which has 2500 members?
Answer: The quorum for 2500 members is 15 members.
In simple words: For a company with 2500 members, a general meeting requires 15 members to be present to form a valid quorum.

🎯 Exam Tip: Be precise with quorum numbers as they are critical for determining the legality of a meeting's proceedings.

 

Question 3.3. Mr. P is elected as chairman of the General Meeting. Please advise him on the following matters:
Question (a). What should be done if the votes cast in favour and against the motion are equal?
Answer: A chairman of the general meeting (Mr. P) can exercise casting votes in case of a tie in votes.
In simple words: If there's a tie, the chairman has the power to cast an additional vote (casting vote) to break it.

🎯 Exam Tip: The chairman's casting vote is a crucial power to ensure decisions are reached when there's an equality of votes.

 

Question (b). How many votes can a member cast under the poll method?
Answer: Under the poll method, a member can cast his votes as per the number of shares held by him. 'One shares One vote' is a rule.
Eg. If Mr. A has 100 shares, he can cast 100 votes.
In simple words: In a poll, a member's voting power is proportional to their shareholding, meaning one share typically equals one vote.

🎯 Exam Tip: Understand that the poll method differs from 'show of hands' by giving weight to shareholding rather than individual presence.

 

Question (c). What should Mr. P do if any point of order is raised by a member?
Answer: If the point of order is raised, Mr. P has to stop discussion on an original motion under discussion and give his ruling/decision immediately on point of order.
In simple words: If a point of order is raised, the chairman must immediately pause current discussions to address and rule on the procedural issue.

🎯 Exam Tip: The chairman's prompt ruling on a point of order is essential for maintaining order and adherence to meeting rules.

 

4. Distinguish between the following.

Question 1.Agenda and Minutes
Answer:

Basis	Agenda	Minutes
1. Meaning	Agenda is a list of 'the things to be done or 'business to be transacted at the meeting.	Minutes are the record of the business transacted, resolutions passed and decisions arrived at by the meeting.
2. Contents	Agenda, generally contains 'what is to be done, motions, etc.	Minutes generally contain 'what has been done, resolution, etc.
3. When Prepared	The agenda is prepared before the meeting.	Minutes are prepared after the conclusion of the meeting.
4. Tense	It is written in the future tense.	It is always in the past tense.
5. Importance	Agenda enables the members to know, what business the meeting is going to transact. The Chairman also can conduct the meeting as per the agenda.	Minutes are evidence of the decisions taken at a meeting. Even an absent member can know about the proceedings of the meeting.
6. Legal Status	Agenda has no legal importance. The Companies Act has not provided any rules regarding the drafting of an agenda.	Minutes are the legal evidence of resolutions passed at the meeting. It provides abstract proof of the proceedings at the meeting. It can even be produced in the court of law as a legal document.
7. Approval	The agenda is prepared by the secretary and approved by the Chairman, but no approval of the members is required.	Minutes are prepared by the secretary and approved by the members, finally, it is confirmed by the Chairman.
8. Alterations	Alterations in the order of items in an agenda can be made if the members attending the meeting agree to it.	Minutes once recorded in the minute book, signed by the Chairman, and confirmed by the members cannot be altered.

In simple words: Agenda lists items for a meeting beforehand, guiding discussions, while minutes are the official record of what was discussed and decided, prepared after the meeting.

🎯 Exam Tip: A clear understanding of the distinct purposes and legal implications of agendas and minutes is crucial for secretarial practice questions.

 

Question 2.Motion and Resolution
Answer:

Basis	Motion	Resolution
1. Meaning	Motion is a written proposal placed before the meeting for discussion and decision.	Resolution is a duly approved and accepted motion in the meeting.
2. Amendment	Motion can be amended before it is put to vote.	Resolution once passed, cannot be amended.
3. Recording	A motion is not recorded in the minute's book of a meeting.	All resolutions must be recorded in the minute book of a meeting.
4. Filing	The motion need not be filed with the Registrar of Companies.	Special resolutions are required to be filed with the Registrar of the Companies within 30 days of the date of its passing.
5. Withdrawal	It may be withdrawn by mover before it is put to vote.	Once it is approved, it cannot be withdrawn.
6. Evidence	It can not be used as evidence.	It can be used as legal evidence.
7. Types	Motion can be (a) Formal motion (b) Substantive motion	Resolution can be (a) Ordinary resolution (b) Special resolution

In simple words: A motion is a proposal put forth for discussion, which can be modified, while a resolution is a formal decision made after a motion is approved, which cannot be changed once passed.

🎯 Exam Tip: Differentiate between motions as proposals and resolutions as final decisions, noting their flexibility and legal standing.

 

Question 3.Voting by show of hands and Voting by-poll.
Answer:

Basis	Voting by show of hands	Voting by-poll
1. Meaning	Voting by show of hands is a method of voting in which members cast their votes by raising their hands.	Voting by-poll is a method in which every member is given a paper to record their votes according to the number of shares held by them.
2. Secrecy	Votes are given openly, hence secrecy is not maintained.	Votes are recorded on voting papers, hence secrecy is maintained.
3. Voting by Proxy	Proxies are not allowed to vote under this method.	Proxies can vote only in this method.
4. No. of Votes	'One man One vote' is the principle of voting.	'One share One vote' is the principle of voting.
5. Effect	The decision by show of hands is canceled, if the poll is demanded.	The decision taken by-poll is final and it cannot be canceled.
6. Nature	It is a democratic method of voting.	It is a capitalistic method of voting.

In simple words: Voting by show of hands is an open, headcount method where each member gets one vote, whereas voting by poll allows for secret ballot and allocates votes based on shareholding.

🎯 Exam Tip: Highlight the key differences, especially regarding secrecy, proxy voting, and the 'one man one vote' versus 'one share one vote' principles.

 

5. Answer in brief.

Question 1.State the importance of company meetings.
Answer: The term meeting is derived from the Latin word 'Maeta' means 'face to face. A meeting may be defined as 'Any gathering or assembly or coming together of two or more persons for transacting some lawful business of a common concern.' - P.K.Ghosh.
Importance of Company Meetings:
• Members get the opportunity to come together and discuss the work and progress of the company.
• Minutes of the last meeting is read, which enables the absent and present member to get a clear idea about the matters discussed in the previous meeting.
• It enables the management to discuss and decide about their policies, plan, programs, etc, and its implementation.
• Problems faced by the company can be discussed at the meeting and a decision can be arrived.
• Legal formalities related to convening and conducting meetings of the company are fulfilled by conducting meetings.
• Appointment of directors and auditors, declaration of dividend, approvals of the annual report, financial statements, auditors report, etc. can be done in the meetings.
• Strict action can be taken against defaulters in the meeting.
In simple words: Company meetings are crucial forums for shareholders and management to discuss company performance, make important decisions, fulfill legal requirements, and ensure accountability.

🎯 Exam Tip: Focus on points that highlight both the democratic and operational aspects of company meetings, emphasizing decision-making and legal compliance.

 

Question 2.State the legal provisions regarding Proxy.
Answer: Legal Provisions regarding Proxy are as follows:
• Appointment: Any member of a company entitled to attend and vote at the meeting shall be entitled to appoint a proxy to attend and vote at the meeting on his behalf. A minor cannot be appointed as a proxy. The proxy cannot be appointed for the Board Meeting. The appointment of a proxy is valid for an adjourned meeting.
• Right: A proxy is not allowed to speak at the meeting. The proxy can vote only on resolutions passed by voting by-poll.
• Membership: A person appointed as a proxy need not be a member of the company.
• Proxy form: A member appointing a proxy must submit a duly completed proxy form in the registered office of the company at least 48 hours before the meeting.
• Inspection: A member can inspect any proxy form by giving not less than three days' notice to the company.
In simple words: A proxy allows a member to appoint someone else to vote on their behalf at a meeting, but the proxy cannot speak and can only vote by poll, subject to specific appointment and filing rules.

🎯 Exam Tip: Remember the key limitations of a proxy's rights (cannot speak, votes only by poll) and the procedural requirements for their appointment.

 

Question 3.When can the point of order be raised?
Answer: A point of order is a question or objection raised by any member when he wants to point out an irregularity in the proceedings of the meeting. It is raised to draw the attention of the chairman.
The point of order can be raised on the following points:
• Absence of quorum
• Breach of any rule related to meeting
• Misbehavior of any member
• Unparliamentary or improper language used by any member.
When the point of order is raised, discussion on the original motion is stopped for some time. The chairman gives his decision on point of order. The decision given by the chairman is final and binding on the meeting.
In simple words: A point of order is raised by a member to highlight a procedural irregularity during a meeting, such as lack of quorum or improper conduct, and requires an immediate ruling from the chairman.

🎯 Exam Tip: Focus on the immediate impact of a point of order (stopping discussion) and the chairman's binding role in resolving it.

 

Question 4.Explain any four methods of Voting?
Answer: Methods of Voting:
(i) Voting by Voice:
In this method, the members are requested to say 'Yes' if they favour the motion or say 'No' if they are against the motion. The decision is taken on the basis of the volume of voice. This method is rarely used. The volume of voice may not give a clear and correct idea about the majority of votes.
(ii) Voting by Division:
In this method, present members are divided into two groups. Members in favour and those against the motion are asked to go to different rooms. Then the sense of the meeting is ascertained by counting and the chairman declares the result.
(iii) Voting by ballot:
Under this method, every member entitled to vote is asked to record the vote on a ballot paper and deposit it in the ballot box. The votes are counted and the result is declared. This method ensures secrecy in voting.
(iv) Voting by show of hands:
This method is used in the general meetings of a company. After the discussion on the motion, the Chairman requests the members to raise their hands in favour or against the motion. The chairman declares the result by counting a number of hands in favour or against the proposal. 'One man One vote' is the principle.
In simple words: Common voting methods include voice vote (based on sound), division (physical separation of members), ballot (secret paper votes), and show of hands (visible raising of hands).

🎯 Exam Tip: Understand the mechanism, advantages, and disadvantages of each voting method, especially which ones ensure secrecy and which are based on shareholding.

 

Question 4.State the importance of Minutes.
Answer: The importance of Minutes are as follows:
• Official record: Minutes provide a ready reference to all the activities related to the meeting. It is the most important, official, and authentic record on which people can trust.
• Evidence: Minutes can be used as prima facie evidence in a court of law.
• Future reference: Minutes is a permanent record. It can be used for taking future managerial decisions.
• Legal provisions: Minutes are prepared in order to comply with the provisions of the Companies Act and Secretarial Standard.
• Information to absent members: Minutes help the absent members to know the proceedings of the meeting, as it is not always possible for everyone to attend the meeting.
• Reminder: The matters discussed at the meeting are noted down in minutes. It acts as a reminder to the concerned people.
• Information about resolution: The motion and discussion on the motion are reflected in the resolution. Interested parties can always refer to the text of a resolution when there is contradiction or confusion.
• Inspection of Minutes: As per the Companies Act, Minutes Book should be kept at the registered office of the company and every member has right to inspect the Minutes book at the general meetings.
In simple words: Minutes are vital official records that document meeting proceedings, serve as legal evidence, provide historical reference for decisions, and ensure compliance and transparency for all members.

🎯 Exam Tip: Emphasize that minutes are not just summaries but legal documents with significant evidentiary and informational value for a company.

 

6. Justify the following statements.

Question 1.The meeting must be duly convened and properly constituted.
Answer:
• A meeting is defined as Any gathering assembly or coming together of two or more persons for the transaction of some lawful business of the common concern.
• A meeting becomes valid when it is duly convened and properly constituted.
• A meeting should be convened by proper authority.
• It must be convened as per the provisions of the Companies Act, 2013.
• Notice and Agenda of the meeting must be given 21 clear days before the meeting to all those who are entitled to receive it.
• Thus, meetings must be duly convened and properly constituted.
In simple words: A company meeting is valid and its decisions are legally binding only if it is called by the correct authority, following all statutory procedures like proper notice and agenda distribution.

🎯 Exam Tip: Stress that procedural correctness in convening and constituting a meeting is non-negotiable for its legal validity and enforceability of decisions.

 

Question 2.Chairman is responsible for the proper conduct of meetings.
Answer:
• A Chairman is a person who presides over a meeting.
• There should be a proper person in the chair i.e. chairman to conduct the proceedings of the meeting smoothly, fairly, and properly.
• A chairman should maintain overall discipline in the meeting.
• A chairman has to maintain order at the debate and decide the priority of speakers so that members can get a chance to express their views.
• A chairman should give his ruling on point of order at the earliest.
• A chairman can initiate an order for voting and declare the result of voting.
• A chairman must prevent improper behaviour, if any, by the member and prevent the use of unparliamentary language.
• Thus, Chairman is responsible for the proper conduct of meetings.
In simple words: The chairman is crucial for a well-ordered meeting, responsible for maintaining discipline, managing discussions, ruling on points of order, and ensuring fair voting.

🎯 Exam Tip: Highlight the chairman's role as the guardian of order and fairness, ensuring all procedures are followed and every member has a voice.

 

Question 3.Motion can be amended.
Answer:
• A motion is a proposal put before the meeting for discussion and decision.
• The amendment is an alteration proposed by a member to the original motion under discussion.
• Amendment can be done by adding some new words or deleting some words in the original motion.
• Amendment can be done by replacing some words or by changing the position of words to the original motion.
• The amendment should be relevant to the original motion.
• The amendment is done to make the original motion more effective and meaningful.
• Amendment can be accepted or rejected. If accepted, it is considered for discussion. If approved by the meeting, it is incorporated in the original motion.
• Thus, the motion can be amended.
In simple words: A motion, being a proposal, is open to amendments, which are changes suggested by members to refine or improve its wording before it is put to a vote.

🎯 Exam Tip: Emphasize that amendments are a key part of the democratic process in meetings, allowing for modification and improvement of proposals.

 

Question 4.The proxy can not speak in the meeting.
Answer:
• A proxy is a representative of a member.
• A proxy can attend and vote on behalf of an absent member.
• If a member is not in a position to attend the meeting, he can appoint a proxy on his behalf.
• A proxy need not be a member of the company.
• A minor cannot be appointed as a proxy.
• A proxy has no right to speak at the meeting.
• A proxy can vote only under the poll method.
• A member appointing a proxy must submit the proxy form in the registered office of the company at least 48 hours before the meeting.
• Thus, Proxy can not speak in the meeting.
In simple words: A proxy's role is strictly to represent and vote for an absent member, not to participate in discussions or speak during the meeting.

🎯 Exam Tip: It is crucial to remember the specific limitations on a proxy's rights, particularly the inability to speak, as this is a common point of confusion.

 

Question 5.Notice is issued to members for a meeting along with the agenda.
Answer:
• Notice is an advance intimation given by the company informing the day, date, time, and place of the meeting.
• Agenda is given along with notice so that members can come well prepared for the meeting.
• Members come to know about the matters to be discussed at the meeting.
• If a member is not in a position to attend the meeting, he can appoint a proxy.
• Member can advise his proxy to vote on certain matters.
• Thus, a Notice is issued to members for a meeting along with the agenda.
In simple words: The notice informs members about the meeting's details, and the agenda is sent with it to outline the topics for discussion, enabling members to prepare in advance.

🎯 Exam Tip: Recognize the combined importance of the notice (formal intimation) and the agenda (content guide) in ensuring a productive and informed meeting.

 

7. Answer the following questions.

Question 1.Explain the powers and duties of the chairman.
Answer: A chairman is a person who presides over a meeting. There should be a proper person in the chair i.e. chairman to conduct the proceedings of the meeting smoothly, fairly, and properly.
Powers of Chairman:
• To maintain order and conduct the meeting properly.
• To maintain order at the debate.
• To decide the priority of speakers.
• To prevent improper behaviour and unparliamentary language.
• To adjourn the meeting.
• To exercise a casting vote.
• To declare the result of the voting.
• To give a ruling on point of order.
Duties of Chairman:
• To see that the meeting is duly convened and properly constituted.
• To see that the meeting is held according to the rules.
• To see that the items are discussed as per the order of the agenda.
• To maintain overall discipline in the meeting.
• To give a fair chance to members to express their views.
• To declare the result of voting.
• To check and sign minutes book.
• To act in the best interest of the company.
In simple words: The chairman's role encompasses both powers, like adjourning meetings and casting tie-breaking votes, and duties, such as ensuring proper conduct, maintaining order, and following the agenda, all to facilitate a fair and effective meeting.

🎯 Exam Tip: Differentiate clearly between the chairman's powers (discretionary authority) and duties (mandatory responsibilities) for a comprehensive answer.

 

Question 2.Explain the different methods of voting.
Answer: Different methods of voting are as follows:
(i) Voting by voice:
In this method, the members are requested to say "Yes' if they favour the motion or say 'No' if they are against the motion. The decision is taken on the basis of the volume of voice. This method is rarely used. The volume of voice may not give a clear and correct idea about the majority of votes.
(ii) Voting by division:
In this method, present members are divided into two groups. Members in favour and those against the motion are asked to go to different rooms. Then the sense of the meeting is ascertained by counting and the chairman declares the result.
(iii) Voting by ballot:
Under this method, every member entitled to vote is asked to record the vote on a ballot paper and deposit it in the ballot box. The votes are counted and the result is declared. This method ensures secrecy in voting.
(iv) Voting by show of hands:
This method is used in the general meetings of a company. After the discussion on the motion, the Chairman requests the members to raise their hands in favour or against the motion. The chairman declares the result by counting a number of hands in favour or against the proposal. 'One man One vote' is the principle.
(v) Voting electronically:
The Central Government may prescribe certain companies for having compulsory electronic voting in general meeting. Members may exercise his right to vote by electronic means.
(vi) Voting by postal ballot:
The Central Government may prescribe certain companies for having voting by postal ballot. Ballot papers are sent by post to members.
(vii) Voting by Poll:
Poll can be demanded after the declaration of result by show of hands. Under this method each member can vote in proportion to the number of shares held by him. 'One share One vote' is the principle. Polling papers are given to members and proxies for recording their votes. The result of poll is final and not to be challenged.
In simple words: Companies use various voting methods like voice, division, ballot, show of hands, electronic, postal ballot, and poll to ascertain member decisions, with each having different implications for transparency, secrecy, and weight of vote.

🎯 Exam Tip: List and briefly describe each method, focusing on its core mechanism and whether it ensures secrecy or allows for weighted voting based on shareholding.

 

Question 3.Explain the types of resolution.
Answer: Types of Resolution:
(i) Ordinary Resolution:
A resolution which is passed by simple majority is called ordinary resolution. More than 50% of the votes should be in favour of motion. An ordinary resolution need not be submitted to the Registrar of Companies. The notice of the meeting need not require to explain the particulars of an ordinary resolution.
Examples:
• Approval of Directors report and Auditor report.
• Alteration of share capital
• Declaration of dividend, etc.
(ii) Special Resolution:
The resolution which is passed by special majority is called as Special resolution. It is passed by 3/4th or 75% majority. The purpose of passing this resolution should be mentioned in the notice of the meeting. A special resolution is passed in general meeting only. Notice of special resolution has to be given to the members 21 clear days before the meeting. A copy of special resolution must be filed with the Registrar of Companies through e-filing on MCA portal within 30 days of passing resolution.
Examples:
• Change in the name of the company.
• Change in the registered office of the company from one state to another.
• Alteration in the object clause of company, etc.
(iii) Resolution requiring special notice:
Some resolutions require special notice as per the companies Act or Articles of Association of the company, hence such resolutions are called resolution requiring special notice. Special Notice resolution may be ordinary or special resolution. A proposer of a motion has to give a special notice of 14 days to the company. The company should then give a notice of that resolution to all members atleast 7 days before the meeting.
Examples:
• Resolution to appoint a person as an auditor other than a retiring auditors.
• A resolution providing that a retiring auditor shall not be reappointed.
• Resolution to appoint director other than retiring director, etc.
(iv) Resolution requiring registration:
Resolution which are required to be registered with the Registrar of Companies are called as resolution requiring registration. Resolution should be filed with Registrar within 30 days of its passing.
Examples:
• All special resolutions.
• Resolution made by Board of Directors regarding appointment or re-appointment of Managing director.
• Resolution by members regarding dissolution of the company, etc.
(v) Resolution by Circulation:
When directors have to take important and urgent decisions and do not have a sufficient time to call a meeting, then a draft resolution is prepared and forwarded to all directors to pass resolution. It is called as resolution by circulation.
In simple words: Resolutions are categorized by the majority required to pass them (ordinary, special), by specific notice requirements, or by the need for regulatory registration, allowing for different levels of governance and formality in company decisions.

🎯 Exam Tip: Differentiate clearly between ordinary and special resolutions based on the majority required and the types of matters they address. Also, know the filing requirements for special and registrable resolutions.

 

Activity: (Textbook Page No. 113)

Activity: (Textbook Page No. 113)

Question. Prepare an agenda for a meeting to discuss holding of Annual Day.
Answer:
AGENDA
Agenda for "Utsav - 2019”.
Annual day of Reliable Junior College, Mahim.
1. To discuss the date, venue and time for Utsav - 2019.
2. To decide and invite Chief guest for innaguration.
3. To set up the various committees - Cultural Committee, Welcoming Committee, Refreshment Committee, Security Committee, Stage Committee.
4. To assign the responsibilities to the various committees.
5. To issue special passes for the VIP's and guest.
6. To fix the budget for the annual day.
7. To decide the vendor for Momentos and Medals.
In simple words: An agenda is a structured list of discussion points or tasks to be addressed at a meeting, providing clarity and direction for participants. It helps ensure that all important matters are covered efficiently during the meeting.

🎯 Exam Tip: Correctly preparing a comprehensive agenda demonstrates strong organizational skills, which is a key requirement in secretarial practice. Pay attention to including all essential details like date, venue, and a clear list of actionable items.