Maharashtra Board Class 11 Secretarial Practice Chapter 8 Company Meetings II Solutions

Company Meetings – II 11th Secretarial Practice Chapter 8 Solutions Maharashtra Board

Class 11 Secretarial Practice Chapter 8 Exercise Solutions

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

 

Question 1.The secretary has to prepare __________ before the meeting.
(a) resolution
(b) notice
(c) minutes
Answer: (b) notice
In simple words: Before a meeting, the secretary must prepare and send out the notice to inform participants about the meeting details.

🎯 Exam Tip: Understanding the secretarial duties before, during, and after meetings is crucial for scoring well.

 

Question 2.General Meeting must have a notice of at least __________ clear days.
(a) 7
(b) 21
(c) 14
Answer: (b) 21
In simple words: For a general meeting, the company is legally required to give members at least 21 days' advance notice.

🎯 Exam Tip: Memorize the specific timelines for different types of notices, as these are common factual questions.

 

Question 3.The gap between two annual general meetings should not be more than __________ months.
(a) 15
(b) 18
(c) 24
Answer: (a) 15
In simple words: There's a legal limit of 15 months between two consecutive Annual General Meetings to ensure regular shareholder engagement.

🎯 Exam Tip: Pay attention to the maximum allowed gaps or minimum notice periods for various meetings.

 

Question 4.Auditor is appointed in __________.
(a) Annual General Meeting
(b) Creditors Meeting
(c) Extra ordinary General Meeting
Answer: (a) Annual General Meeting
In simple words: The company's auditor, who reviews financial statements, is officially appointed during the Annual General Meeting.

🎯 Exam Tip: Identify the key decisions and appointments typically made at each type of company meeting.

 

Question 5.The business transacted in extra ordinary general meeting is __________ business.
(a) Ordinary
(b) Routine
(c) Special
Answer: (c) Special
In simple words: An Extra-ordinary General Meeting deals with important and non-routine matters that require immediate attention from shareholders.

🎯 Exam Tip: Distinguish between 'ordinary' and 'special' business as transacted in different meetings.

 

Question 6.An extraordinary general meeting is held __________.
(a) once in a year
(b) once in the life time
(c) under special circumstances
Answer: (c) under special circumstances
In simple words: Extraordinary General Meetings are convened only when there are urgent or critical issues that cannot wait until the next Annual General Meeting.

🎯 Exam Tip: Remember the specific conditions or reasons for calling an Extraordinary General Meeting.

 

Question 7.Writing the minutes of meeting is the duty of the __________.
(a) Chairman
(b) Director
(c) Secretary
Answer: (c) Secretary
In simple words: The secretary is responsible for accurately recording the discussions and decisions made during a meeting in the form of minutes.

🎯 Exam Tip: Clearly know the roles and responsibilities of key personnel like the Secretary and Chairman in meetings.

 

Question 8.New Directors in place of retiring Directors are appointed in the __________.
(a) Class Meeting
(b) Annual General Meeting
(c) Creditors Meeting
Answer: (b) Annual General Meeting
In simple words: The election or re-appointment of directors is a standard agenda item for the Annual General Meeting.

🎯 Exam Tip: Link specific actions (like director appointments) to the appropriate type of company meeting.

 

Question 9.Before the Annual General Meeting is held the Secretary has to compile __________.
(a) Auditor's Report
(b) Committee Report
(c) Annual Report
Answer: (c) Annual Report
In simple words: The secretary ensures that the comprehensive annual report, including financial statements and director's report, is ready before the AGM for shareholder review.

🎯 Exam Tip: Understand the documents a secretary must prepare and compile before important meetings.

 

Question 10.The Secretary has to draft the minutes of the meeting within __________ days of the meeting.
(a) Fifteen
(b) Sixty
(c) Forty
Answer: (a) Fifteen
In simple words: The secretary must prepare the official record of the meeting, known as minutes, within 15 days of the meeting conclusion.

🎯 Exam Tip: Note the specific timeframes for secretarial duties, as these are often tested.

 

Exercise 1B. Match the pairs.

 

Question 1.

Group 'A'	Group 'B'
(a) Board Meeting	(1) Once in the year
(b) Auditor	(2) Minimum 4 meetings in a year
(c) Annual General Meeting	(3) Prepare at any time
(d) Extraordinary General Meeting	(4) Auditor's Report
(e) Minutes of Meeting	(5) Prepared before the meeting
	(6) Prepared after the meeting
	(7) Under special circumstance
	(8) Prepared during the meeting
	(9) Once in Six months
	(10) Meeting of creditors

Answer:

Group 'A'	Group 'B'
(a) Board Meeting	(2) Minimum 4 meetings in a year
(b) Auditor	(4) Auditor's Report
(c) Annual General Meeting	(1) Once in the year
(d) Extraordinary General Meeting	(7) Under special circumstance
(e) Minutes of Meeting	(6) Prepared after the meeting

In simple words: This matching exercise connects different types of meetings and related terms with their primary characteristics or functions. It tests understanding of meeting frequency, purpose, and key roles.

🎯 Exam Tip: Create flashcards for each type of meeting, listing its frequency, purpose, and related documents/roles to excel in matching questions.

 

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

 

Question 1.A meeting of shareholders which is held once a year.
Answer: Annual General Meeting
In simple words: This is the mandatory annual gathering of shareholders to discuss company performance and make key decisions.

🎯 Exam Tip: Be precise with your terminology; use the exact legal or common business term.

 

Question 2.A meeting of shareholders is held between two annual general meetings.
Answer: Extra Ordinary General Meeting
In simple words: This is a special meeting called when urgent matters arise that cannot wait for the next scheduled annual meeting.

🎯 Exam Tip: Differentiate between routine annual meetings and special meetings called for specific purposes.

 

Question 3.A Report which is prepared before Annual General Meeting.
Answer: Annual Report
In simple words: This comprehensive document details the company's financial and operational performance, prepared for shareholders before the AGM.

🎯 Exam Tip: Understand which documents are prerequisites for certain meetings.

 

Question 4.A meeting of the shareholders is held under special circumstances.
Answer: Extra Ordinary General Meeting
In simple words: This meeting addresses critical or unusual situations that demand immediate shareholder attention and decision-making.

🎯 Exam Tip: Focus on keywords like "special circumstances" to identify the correct meeting type.

 

Question 5.A meeting of the preference shareholders of a company.
Answer: Class Meeting
In simple words: This is a meeting specifically for a particular group of shareholders, like preference shareholders, to discuss matters affecting only their rights.

🎯 Exam Tip: Learn about meetings that cater to specific categories or classes of members.

 

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

 

Question 1.Only special business is transacted at Annual General Meeting.
Answer: False
In simple words: Annual General Meetings transact both ordinary business (like approving accounts, appointing directors) and special business (matters requiring special notice or resolution).

🎯 Exam Tip: Clearly differentiate between ordinary business and special business transacted at an AGM.

 

Question 2.Annual Report is prepared by members.
Answer: False
In simple words: The Annual Report is prepared by the company's management, specifically the Board of Directors, not by the general members or shareholders.

🎯 Exam Tip: Know who is responsible for preparing and presenting key company documents.

 

Question 3.Extraordinary General Meeting is called for a special and urgent purpose.
Answer: True
In simple words: An EGM is specifically convened to address urgent, non-routine matters that cannot wait until the next Annual General Meeting.

🎯 Exam Tip: Understand the primary objective and nature of an Extraordinary General Meeting.

 

Question 4.A member has a right to attend a Board meeting.
Answer: False
In simple words: Board meetings are for directors only to discuss company management; general members do not have a right to attend.

🎯 Exam Tip: Distinguish between meetings for shareholders (members) and meetings for directors.

 

Question 5.A class meeting is the meeting of a particular class of shareholders.
Answer: True
In simple words: A class meeting is a specific gathering for shareholders holding a particular type or class of shares, such as preference shareholders.

🎯 Exam Tip: Accurately define different types of meetings based on their attendees and purpose.

 

Question 6.Director cannot appoint a proxy to attend and vote at the board meetings.
Answer: True
In simple words: Directors are expected to attend Board meetings personally as they hold a position of trust and responsibility; proxies are not allowed for them.

🎯 Exam Tip: Remember the rules regarding proxy appointments for different meeting types and attendees.

 

Question 7.21 clear days notice should be given in case of Board Meeting.
Answer: False
In simple words: For a Board Meeting, the notice period is typically shorter, often 7 days, compared to the 21 days required for a General Meeting.

🎯 Exam Tip: Be precise about the notice periods for Board Meetings versus General Meetings.

 

Question 8.Secretary has to arrange to take down the notes of the proceedings of the meeting.
Answer: True
In simple words: A key duty of the secretary is to ensure that accurate records, or notes of proceedings, are taken during all meetings to later draft the minutes.

🎯 Exam Tip: Recognize the essential secretarial duties related to meeting documentation.

 

Exercise 1E. Find the odd one.

 

Question 1.Annual General Meeting, Extra Ordinary General Meeting, Board Meeting.
Answer: Board Meeting
In simple words: Board Meeting is for directors to manage the company, while Annual General Meeting and Extra Ordinary General Meeting are for shareholders.

🎯 Exam Tip: Group meeting types by who attends them (shareholders vs. directors).

 

Question 2.Annual General Meeting, Committee Meeting, Class Meeting.
Answer: Committee Meeting
In simple words: Committee Meeting is a specific meeting of a smaller group of directors, whereas Annual General Meeting and Class Meeting involve shareholders.

🎯 Exam Tip: Understand the composition and purpose of various meeting categories to identify the outlier.

 

Exercise 1F. Complete the sentences.

 

Question 1.The meeting which is held once in every financial year is called as __________.
Answer: Annual General Meeting
In simple words: This is the mandatory yearly meeting where shareholders review company performance and make key decisions.

🎯 Exam Tip: Know the basic definition and frequency of the Annual General Meeting.

 

Question 2.The meeting held to discuss and decide any special or urgent matters is called as __________.
Answer: Extra-ordinary General Meeting
In simple words: This special meeting is called to address important and non-routine issues that require immediate attention from shareholders.

🎯 Exam Tip: Differentiate between regular annual meetings and urgent special meetings.

 

Question 3.Meeting of all Directors is called as __________.
Answer: Board Meeting
In simple words: This is where the company's directors gather to discuss and make decisions regarding the company's management and policies.

🎯 Exam Tip: Identify the specific term for a meeting involving all the company's directors.

 

Question 4.The Authority to convene the Annual General Meeting is with the __________.
Answer: Board of Directors
In simple words: The Board of Directors is legally empowered to call and organize the Annual General Meeting of the company.

🎯 Exam Tip: Understand which body or authority is responsible for convening different types of meetings.

 

Exercise 1G. Select the correct option from the bracket.

 

Question 1.

Group 'A'	Group 'B'
(1) Interval between two Annual General Meetings	....................
(2) First Board Meeting	....................
(3) ....................	21 clear days
(4) ....................	Alteration in Memorandum of Association

(Notice of General Meeting, Extraordinary General Meeting, Not more than 15 months, within 30 days of company's Incorporation)
Answer:

Group 'A'	Group 'B'
(1) Interval between two Annual General Meeting	Not more than 15 months
(2) First Board Meeting	within 30 days of companies Incorporations
(3) Notice of General Meeting	21 clear days
(4) Extraordinary General meeting	Alteration in Memorandum of Association

In simple words: This question requires matching key legal requirements and purposes with different types of company meetings or related activities. It tests knowledge of timelines, notice periods, and meeting objectives.

🎯 Exam Tip: Carefully read the options and the blank spaces. Recall specific regulations for each meeting type to correctly fill in the details.

 

Exercise 1H. Answer in one sentence.

 

Question 1.Who can attend Board Meetings?
Answer: Board of Directors attends Board Meetings.
In simple words: Only the company's directors are authorized to attend Board Meetings.

🎯 Exam Tip: Clearly state the primary attendees for each type of meeting.

 

Question 2.When can an Adjourned Annual General meeting be held?
Answer: Adjourned Annual General Meeting will be held on the same day, same place and same time in the next week.
In simple words: An adjourned AGM is typically reconvened exactly one week later at the same time and location.

🎯 Exam Tip: Remember the standard procedure for reconvening an adjourned meeting, especially the exact timeframe.

 

Question 3.Why is Extra-Ordinary General Meeting held?
Answer: Extra Ordinary General Meeting is held under special circumstances to discuss urgent and important matters.
In simple words: An EGM is called to address critical or urgent issues that cannot be deferred until the regular Annual General Meeting.

🎯 Exam Tip: Focus on the keywords "special" and "urgent" when explaining the purpose of an EGM.

 

Question 4.When should the first Annual General Meeting be held?
Answer: The first Annual General Meeting must be held within nine (9) months of the closing of the first financial year of the company.
In simple words: The initial AGM of a company must take place within nine months after its first financial year ends.

🎯 Exam Tip: Pay close attention to the specific timelines and deadlines for the first AGM.

 

Question 5.What should be the interval between two Annual General Meetings?
Answer: The time interval between two Annual General Meetings should not be more than 15 months.
In simple words: There is a legal maximum of 15 months allowed between any two Annual General Meetings.

🎯 Exam Tip: Memorize the maximum permissible gap between AGMs.

 

Question 6.What should be the gap between two Board Meetings?
Answer: The gap between the two Board Meetings should not be more than 120 days.
In simple words: Consecutive Board Meetings must not be separated by more than 120 days.

🎯 Exam Tip: Note the specific time limit for the interval between Board Meetings.

 

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

 

Question 1.Minimum four Committee Meetings must be held in a year.
Answer: Minimum four Directors Meetings must be held in a year.
In simple words: The legal requirement is for a minimum of four Board Meetings (or Director's Meetings) in a year, not committee meetings.

🎯 Exam Tip: Clearly differentiate between the regular meetings of the full Board and those of specific committees.

 

Question 2.Creditors Meeting must be held once a year.
Answer: Annual General Meeting must be held once a year.
In simple words: Only the Annual General Meeting is a mandatory yearly event, not a Creditors' Meeting which is called when needed.

🎯 Exam Tip: Know which meetings are mandatory annual events and which are held only as required.

 

Question 3.Extra Ordinary Meeting must be held every year.
Answer: Annual General Meeting must be held every year.
In simple words: The Annual General Meeting is the one required annually, while Extra Ordinary Meetings are held only under special circumstances, not every year.

🎯 Exam Tip: Reconfirm the frequency requirements for Annual General Meetings versus Extra-ordinary General Meetings.

 

Question 4.The Meeting of all Directors is called Annual General Meeting.
Answer: The Meeting of all Directors is Called Director's Meeting.
In simple words: The meeting specifically for all directors is called a Board Meeting or Director's Meeting, not an Annual General Meeting.

🎯 Exam Tip: Use precise terminology to identify meetings based on their attendees (Directors vs. Shareholders).

 

Exercise 2. Explain the following terms/concepts.

 

Question 1.Committee Meeting
Answer:The Board of Directors may from the committee and delegate some of its powers to them. This committee should consist of only directors. The delegation of such powers to committees is to be authorized by Articles of Association and should be subject to the provisions of the Companies Act. A meeting of Allotment Committee, Transfer Committee, etc are examples of Committee Meeting.
In simple words: A committee meeting is a gathering of a smaller group of directors, to whom the Board has delegated specific powers and responsibilities, as permitted by the Articles of Association and the Companies Act.

🎯 Exam Tip: When explaining concepts, include who forms the committee, what powers are delegated, and examples to illustrate.

 

Question 2.Virtual Meeting
Answer:If there is any urgency to call Board Meeting and practically not possible for Directors to attend the meeting in a short notice, so with the help of technology, a virtual meeting can be held. The meetings are recorded and active participation of Directors is also possible through video conferencing. Certain special and confidential matters cannot be dealt with through video conferencing as per the directions of the Central Government.
In simple words: A virtual meeting is conducted remotely using technology like video conferencing, allowing directors to participate when urgent matters arise or physical attendance is difficult, though some sensitive issues may require physical presence.

🎯 Exam Tip: Highlight the purpose (urgency, convenience), method (technology, video conferencing), benefits (recorded, active participation), and limitations (confidential matters) of virtual meetings.

 

Question 3.Creditor's Meeting
Answer:Creditors of the company include Debenture holders, Depositors, Banks, and others. The meeting of creditors is called when the company proposes to make a scheme for an arrangement with its creditors. E.g. In the case of winding up of the company, a meeting of creditors and of contributors is held to ascertain the total amount due by the company and also to appoint a liquidator to wind up the affairs of the company.
In simple words: A creditors' meeting is convened by a company when it needs to discuss and arrange a scheme of compromise or arrangement with its lenders, often during financial difficulties or winding up.

🎯 Exam Tip: Define who creditors are, state the main reason for holding such a meeting, and provide a relevant example like winding up.

 

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

 

Question 1.Platinum Limited Company was incorporated on 1st January 2018. Advice the Board of Directors on the following matters.
(a). Within what period should the company hold its 1st Annual General Meeting?
Answer: First Annual General Meeting must be held within Nine (9) months of the closing of its financial year.
In simple words: The company's first Annual General Meeting needs to be held within nine months after the end of its first financial year.

🎯 Exam Tip: For the first AGM, remember the specific timeline related to the closing of the financial year.

 

Question (b).At which place should the Annual General Meeting be held?
Answer: Annual General Meeting should be held at the registered office or at some other place within the city or village which the registered office of the company is situated.
In simple words: The AGM must be held either at the company's registered office or another suitable location within the same city or village where the registered office is located.

🎯 Exam Tip: Note the permissible locations for holding an Annual General Meeting.

 

Question (c).How many days in advance should the notice and agenda be sent to members?
Answer: Notice and Agenda should be sent 21 clear days before the Annual General Meeting.
In simple words: Members must receive the notice and agenda for the AGM at least 21 full days before the meeting date.

🎯 Exam Tip: The '21 clear days' rule for general meeting notices is a fundamental point to remember.

 

Question 2.XYZ Ltd held its Annual General Meeting on 11th May 2018. On 1st June Mr. X, a Director of the company was arrested for a financial scam. Hence the shareholders of the company want to remove him.
(a). Can the company call for the next Annual General Meeting to be held immediately to remove the Director?
Answer: No, the company cannot call the next Annual General Meeting immediately to remove the director.
In simple words: The company cannot call an Annual General Meeting on an ad-hoc basis just for a director's removal; it must adhere to the prescribed intervals and procedures for AGMs.

🎯 Exam Tip: Understand that AGMs have fixed schedules and cannot be simply called "immediately" for emergent issues.

 

Question (b).Which meeting of members should the company hold to discuss the removal of the Director?
Answer: Extra Ordinary General Meeting should be called to discuss removal of the director.
In simple words: An Extra Ordinary General Meeting is the appropriate forum for shareholders to address urgent matters like the removal of a director.

🎯 Exam Tip: Link urgent and special business items (like director removal) to the convening of an EGM.

 

Question (c).What type of resolution will be passed in this meeting for the removal of the Director?
Answer: A resolution requiring special notice (section 115) will be passed in the meeting for the removal of the director.
In simple words: To remove a director, a resolution needing special notice, as per Section 115 of the Companies Act, must be passed by the shareholders.

🎯 Exam Tip: Specify the type of resolution (special notice resolution) and its relevant legal section (Section 115) for actions like director removal.

 

Exercise 4. Distinguish between the following.

 

Question 1.Shareholders' Meeting and Board Meeting.
Answer:

Basis	Shareholder's Meeting (Annual General Meeting)	Board Meeting (Director's Meeting)
1. Meaning	It is the meeting of all the members or shareholders of the company.	It is the meeting of all the Directors of the company.
2. Number of times	Annual General Meeting is held once every year. Extra Ordinary General Meeting is held to discuss urgent and important matters. It is called in between two Annual General Meetings.	Minimum 4 meetings to be held in a year and the gap between two meetings should not be more than 120 days.
3. Quorum	Quorum in case of Public Company is as follows: No. of Shareholders Quorum Up to 1000 5 members 1000-5000 15 members More than 5000 30 members In the case of the private company, 2 members present in person shall be the quorum.	The quorum for the Board Meeting is a minimum of 2 Directors or 1/3rd of its total Directors whichever is higher.
4. Proxy	Members can appoint a proxy to attend and vote at the meeting on their behalf.	Directors cannot appoint a proxy to attend and vote at the meeting.
5. Notice	Notice of shareholder's meeting must be sent to all the members at least 21 clear days before the meeting.	Notice of Board Meeting must be sent to every Director at least 7 days before the meeting.
6. Purpose	The purpose of this meeting is to take approvals from shareholders on the Annual Report, Appointment of Auditor, etc.	The purpose of this meeting is to discuss policy matters, future planning, etc.

In simple words: Shareholders' Meetings involve all company owners for major decisions and statutory compliances, while Board Meetings are for directors to manage daily operations and strategic planning. They differ significantly in attendees, frequency, quorum, proxy rules, notice periods, and purpose.

🎯 Exam Tip: For "Distinguish between" questions, use a tabular format and choose clear, contrasting points like meaning, frequency, attendees, and purpose. Provide specific numbers or rules where applicable.

 

Question 2.Annual General Meeting and Extra-ordinary General Meeting
Answer:

Points	Annual General Meeting	Extraordinary General Meeting
1. Meaning	It is a meeting of shareholders held once in a year as per the provisions of Section 96 of the Companies Act, 2013.	It is a meeting of shareholders held under special conditions to discuss urgent and important matters as per the provisions of Section 100 of the Companies Act, 2013.
2. Purpose	The purpose is to give information about the progress made by the company during the year.	The purpose is to discuss urgent and important matters that cannot be postponed till next Annual General Meeting.
3. Number of times	The first Annual General Meeting is held within 9 months of the completion of the financial year and the subsequent Annual General Meeting is held within 6 months of the completion of the financial year.	Extraordinary General Meeting is held anytime between two Annual General Meetings.
4. Authority	Annual General Meeting is normally called by the Board of Directors and can be called by the Central Government under special circumstances.	Extra-ordinary General Meeting can be called by: Board of Directors Board of Directors on the requisition of members The National Company Law Tribunal
5. Business transacted	To approve annual accounts To approve Auditors and Director's Report To appoint Auditors, Directors, etc. To declare a dividend.	To alter Articles of Association. To alter Memorandum of Association. Removal of Director. Voluntary winding up of a company.
6. Penalty	In case of default in holding Annual General Meeting, every officer concerned is punishable with a fine upto Rs. 1,00,000 and fine of Rs. 5,000 per day till default continues.	If the directors fail to hold this meeting on requisition, the requisionist themselves can hold it and recover the expenses from defaulting directors.

In simple words: Annual General Meetings are mandatory yearly gatherings for routine business and reporting, while Extraordinary General Meetings are special, ad-hoc meetings called for urgent and significant matters that cannot wait for the AGM. They differ in frequency, purpose, and the specific business transacted.

🎯 Exam Tip: Systematically compare these two shareholder meetings across all critical parameters: legal basis, regularity, types of business, and the consequences of non-compliance.

5. Answer In Brief.

Question 1. List the duties of a Secretary after the Annual General Meeting.
Answer:
Duties of a Secretary after Annual General Meeting:
- Drafting Minutes: The secretary drafts the minutes of the meeting on the basis of the notes taken down during the proceedings of the meeting.
- Implementation of decisions: The secretary instructs the concerned department for implementing the decisions taken at the meeting.
- Dispatch Dividend Warrants: The secretary has to make an arrangement to dispatch dividend warrants to the shareholders.
- Filing Resolutions: The secretary has to file an Annual Report with the Registrar. In case of a special resolution, the secretary has to file the special resolution with the Registrar within 30 days of passing that resolution.
- Information to Absent Members: The secretary sends the information of the proceedings of the meeting to the absent members.
In simple words: After the AGM, the secretary is responsible for documenting meeting minutes, ensuring decisions are implemented, dispatching dividend warrants, filing necessary resolutions and reports with the Registrar, and informing absent members about the proceedings.

🎯 Exam Tip: Listing these duties clearly and concisely can fetch full marks, especially focusing on the chronological order of tasks post-AGM.

 

Question 2. State the objectives of the Annual General Meeting.
Answer:
Purpose or objectives of Annual General Meeting: The main objective of holding an Annual General Meeting is to provide an opportunity to members to discuss the functioning of the company.
- To review the progress and performance of the company.
- To approve annual accounts, director's report, and auditor's report.
- To appoint auditors and fix their remuneration.
- To declare a dividend.
- To elect new directors in place of retiring Directors To transact special business, if any like-
- business of the company taken over by the Government.
- the company did not function well through the year, etc.
In simple words: The Annual General Meeting (AGM) serves as a platform for shareholders to review the company's performance, approve financial statements, appoint auditors and directors, declare dividends, and discuss any other special business crucial for the company's future.

🎯 Exam Tip: Focus on the dual aspects: reporting (performance, accounts) and decision-making (appointments, dividends, special business) to clearly outline the objectives.

 

Question 3. State any four legal provisions regarding Board Meeting.
Answer:
Legal Provisions relating to Board Meeting:
(i) Authority to Convene:
The chairman of the Board is the proper authority to call the Board Meeting.
(ii) Number of Board Meetings:
- First Board Meeting shall be held within 30 days of the date of its incorporation.
- Subsequently, there should be four meetings in a year.
- The gap between the two meetings should not be more than 120 days.
- At least one Board meeting should be held in 6 months in case of one person company, small company and dormant company.
- The gap between two meetings should not be more than 90 days in the case of one person company, a small company, and a dormant company.
(iii) Notice [Section 173(3)]:
- The notice of every Board Meeting must be given to every director at least 7 days before the meeting at his registered address along with an agenda of the meeting.
- It can also be sent by post or by hand delivery or by E-mail.
- If a company fails to send notice within a given time, then every officer in default shall be liable to a penalty of Rs. 25,000.
In simple words: Key legal provisions for Board Meetings include the Chairman's authority to call meetings, specific requirements for the number and timing of meetings throughout the year, and the mandatory 7-day notice period with an agenda, penalties apply for non-compliance.

🎯 Exam Tip: When listing legal provisions, ensure to mention the section numbers if known (e.g., Section 173(3) for notice) and include specific numerical criteria like "7 days" or "120 days" for precision.

 

(iv) Quorum (Section - 174):
- The quorum for the Board Meeting is 1/3rd of the total number of directors or two directors whichever is higher.
- Any fraction should be rounded to one.
- Interested directors (personal interest in any matter) are not included in the quorum.
In simple words: The quorum for a Board Meeting requires either 1/3rd of the total directors or a minimum of two directors, whichever is greater, with any fractional number rounded up to one, and directors with personal interests in a matter are excluded from the quorum for that specific discussion.

🎯 Exam Tip: Clearly state the two alternative conditions for quorum and the rule for rounding fractions and exclusion of interested directors for a comprehensive answer.

 

Question 4. What are Class Meetings?
Answer:
Class Meetings (Section 48):
- When the meeting of a particular class of shareholders takes place such as a preference shareholders meeting, it is known as a class meeting.
- Such a meeting may be called for an alteration in the right and privileges of that particular class of shareholders.
- It can also be called for the purpose of conversion of one class of shares into another.
- The class meeting is not held regularly.
In simple words: Class meetings are specific gatherings for a particular group of shareholders, like preference shareholders, held to discuss or alter their specific rights, privileges, or for converting shares, and these meetings are not routine.

🎯 Exam Tip: Define Class Meetings clearly, provide an example, and highlight their purpose (altering rights/privileges or share conversion) and irregular nature for a complete explanation.

 

Question 5. What is the purpose of conducting an Extra-ordinary General Meeting?
Answer:
Purpose or Objectives of Extra-Ordinary General Meeting:
The main purpose behind calling this meeting is to make shareholders aware of the happenings in the company or to seek their approval on some urgent and important matters of the company.
- Alteration in the Memorandum of Association.
- Alteration in Articles of Association.
- Reduction of Share Capital.
- Removal of a Director before the expiry of his term.
- Removal of an Auditor before the expiry of his term.
- Voluntary winding up of the company.
In simple words: An Extra-ordinary General Meeting (EGM) is held to address urgent and significant company matters that cannot wait until the next Annual General Meeting, such as amending fundamental documents, changing share capital, or removing key personnel.

🎯 Exam Tip: Emphasize the "urgent and important" nature of matters discussed at an EGM and provide at least three distinct examples of such matters to demonstrate understanding.

 

6. Justify the Following Statements.

Question 1. Annual General Meeting is adjourned in absence of a quorum.
Answer:
- Quorum is a minimum number of members to be present for a valid Meeting.
- As per the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

No. of Shareholders	Quorum
Up to 1000	5 Members
1000-5000	15 Members
More than 5000	30 Members

- For a private company minimum of 2 members should be present
- If the meeting is conducted without a quorum, it is considered invalid.
- In the absence of a quorum, Annual General Meeting is adjourned.
- Adjourned Meeting will be convened on the same day, same time, and the same place in the next week.
In simple words: An Annual General Meeting (AGM) requires a specific minimum number of members (quorum) to be legally valid; if this minimum is not met, the meeting is automatically adjourned and rescheduled to the same time and place in the following week to ensure proper decision-making.

🎯 Exam Tip: Clearly define "quorum" and provide the specific quorum requirements for both public and private companies. Explain the consequence of not meeting quorum and the subsequent adjournment procedure.

 

Question 2. A notice of the meeting must be sent to all members in case of the General Meeting.
Answer:
- The Board of Directors is the authority to convene general meetings.
- The notice must be given 21 clear days before the meeting to all those who are entitled to receive it.
- The notice must be sent to all the members at their registered address in India.
- Notice can be sent by registered post, if requested by the member, charges for the same is to be paid in advance.
- Notice is also given in all leading newspapers.
In simple words: For a General Meeting, the Board of Directors is responsible for issuing a notice at least 21 clear days in advance to all eligible members, ensuring everyone receives formal communication about the meeting's details to facilitate informed participation.

🎯 Exam Tip: Emphasize the "21 clear days" requirement and the methods of sending notice (registered address, post, email, newspapers) to cover all aspects of valid communication.

 

- Notice is accompanied by agenda and also Annual report, Auditor report, Annual accounts, etc. in case of Annual General Meeting.
In simple words: The notice for an Annual General Meeting must include the agenda, annual report, auditor's report, and annual accounts to ensure members have all necessary information for review and discussion before the meeting.

🎯 Exam Tip: Mentioning the accompanying documents (agenda, annual report, etc.) with the notice is crucial as it demonstrates understanding of comprehensive disclosure requirements for AGMs.

 

Question 3. Extra Ordinary General Meeting is called under special circumstances.
Answer:
1. Extraordinary General Meeting is held in between two Annual General Meetings.
2. It is held when the matter is of utmost importance and it cannot be postponed till the next Annual General Meeting.
3. It can be called to make shareholders aware of the happenings in the company.
4. It can also be called to seek their approval on important and urgent matters.
5. Important and urgent matters can be:
- Alteration in Memorandum of Association
- Alteration in Articles of Association
- Reduction in share capital
- Removal of a director or auditor
- Voluntary winding up of a company, etc.
In simple words: An Extra-ordinary General Meeting (EGM) is convened specifically for urgent, non-routine matters of high importance that arise between Annual General Meetings and require immediate shareholder approval, such as fundamental changes to the company's constitution or significant personnel changes.

🎯 Exam Tip: Define the EGM's timing (between AGMs) and its purpose (urgent, cannot be postponed). Provide concrete examples of "special circumstances" like changes to MOA/AOA or removal of directors to strengthen your justification.

 

Question 4. Board of Directors can exercise their powers collectively through the Board Meeting.
Answer:
1. Directors collectively are called as Board of Directors.
2. The Board of Directors has to meet frequently with reference to the day-to-day working of the company.
3. All important decisions can be taken by the Board of Directors in the Board Meeting collectively.
4. Powers which can be exercised at Board Meeting are:
- The power to fill casual vacancies in the Board.
- To recommend the rate of dividend.
- The power to appoint managing Director, Manager, etc.
- To sanction a contract.
In simple words: The Board of Directors, as a collective body, makes all strategic and operational decisions for the company through Board Meetings, exercising powers such as filling vacancies, recommending dividends, appointing key management, and approving contracts, ensuring collective governance.

🎯 Exam Tip: Explain that directors act as a collective "Board" and that Board Meetings are the formal platform for exercising their powers. Provide at least three distinct examples of powers exercised to justify the statement.

 

- To give loans or invest in shares of other companies.
In simple words: The Board of Directors also collectively decides on significant financial matters, such as providing loans or making investments in other companies, demonstrating their broad authority over the company's financial strategy.

🎯 Exam Tip: Highlight the financial decision-making aspect by including examples like loans or investments to show the breadth of collective powers exercised by the Board.

 

Question 5. The Quorum for the Annual General Meeting of a public company depends upon the number of shareholders.
Answer:
- Quorum is a minimum number of members to be present for a valid meeting.
- As per the Companies Act, 2013, the quorum for the Annual General Meeting of a public company are as follows:

No. of Shareholders	Quorum
Up to 1000	5 Members
1000-5000	15 Members
More than 5000	30 Members

- If the number of shareholders is up to 1000, then the required quorum is 5 members.
- If the number of shareholders is more than 1000 and up to 5000, then the required quorum is 15 members.
- If the number of shareholders exceeds 5000 then the quorum is 30 members for a public company.
- In the absence of a quorum, if the meeting is conducted or a resolution is passed, it is considered illegal and invalid.
- In the absence of a quorum, the meeting is adjourned to the same day, same place, and same time in the next week.
In simple words: For a public company's Annual General Meeting, the minimum number of members required for a valid meeting (quorum) is tiered based on the total number of shareholders; without the appropriate quorum, any decisions made are legally invalid, leading to an automatic adjournment.

🎯 Exam Tip: Provide the exact tiered structure of quorum based on shareholder count for public companies as per the Companies Act, 2013, to justify the statement accurately.

 

Question 6. When a company is in financial difficulty it may call a meeting of creditors.
Answer:
- Creditors of the company include Debenture holders, Depositors, Banks, financial institutions, etc.
- When a company is in a financial crisis, it seeks the help of creditors.
- The company can request creditors to alter the rate of interest, to alter the terms of security, etc.
- Meeting of creditors can be called to compromise in a dispute with them.
- Creditors and contributors can provide financial help to the company to safeguard them and also to protect them to avoid winding up of a company.
In simple words: A company facing financial difficulty calls a meeting of creditors (including debenture holders, banks) to negotiate changes in interest rates or security terms, resolve disputes, or seek financial assistance, as a proactive measure to avoid liquidation and safeguard its operations.

🎯 Exam Tip: Explain who creditors are and why a company would call such a meeting. Focus on the negotiation aspects (altering terms, seeking financial help, compromising disputes) that aim to prevent winding up.

 

Question 7. As per the Companies Act, every company has to hold the Annual General Meeting.
Answer:
- Every company other than one person company must hold an Annual General Meeting once a year.
- Annual General Meeting is held to review the working of the company during the previous financial year and take an effective decision for the next year.
- It is mainly called to approve Annual Report, Auditor Report, Annual Accounts, to declare a dividend, to elect Directors, Auditors and to transact special business, if any.
- First AGM shall be held within 9 months of the closing of the first financial year of the company.
- The time interval between two Annual General Meetings should not be more than 15 months.
- If the default is made in holding AGM then the company and every officer of the company in default are punishable with a fine which may extend up to Rs. 1,00,000 and up to Rs. 5,000 per day till default continues.
In simple words: The Companies Act mandates that every company (excluding one-person companies) must hold an Annual General Meeting (AGM) yearly to review financial performance, approve reports, appoint key personnel, and discuss future plans, with strict deadlines and penalties for non-compliance to ensure transparency and accountability to shareholders.

🎯 Exam Tip: Clearly state the mandate, the core objectives (review, approvals, appointments), and the specific time limits (9 months for first, 15 months between subsequent AGMs). Mentioning the penalties for default reinforces the legal obligation.

7. Answer the Following Questions.

Question 1. Explain the functions of a secretary related to the Annual General Meeting.
Answer:
Functions (duties) of secretary related with Annual General Meeting:
Secretary has to perform many functions related to all types of meetings like Board Meeting, Annual General Meeting, etc. He has to perform all duties in compliance with the provisions of the Act. Secretary has to perform functions before, during, and after the meeting.
Functions Before the Annual General Meeting:
(i) Preparation of Accounts and Reports:
The secretary has to ensure that the Annual Accounts, Annual Report, and Auditor Report are prepared for consideration and approval.
(ii) Board Meeting:
Board Meeting is called to transact the following business:
- To adopt Annual Accounts duly audited.
- To adopt Director's Report
- To consider the rate of dividend
- To fix the day, date, time, and place of the Annual General Meeting.
(iii) Notice:
The secretary has to send 21 clear days' notice of a meeting to members and auditors before the meeting along with the auditor report, annual report, annual accounts, agenda, etc. The secretary has to arrange for publishing the notice of the meeting in leading newspapers.
(iv) Chairman Speech:
The secretary has to assist the chairman in drafting his speech to be delivered at the meeting.
(v) Preliminary Arrangement:
The secretary has to make arrangements such as booking of hall, refreshments, Register of Members, Members Attendance Book, etc.
In simple words: The secretary plays a crucial role before an AGM, preparing all financial documents and reports, ensuring a Board Meeting is held to finalize agenda items, sending out timely notices with all required documents to members, assisting the chairman with their speech, and arranging logistical aspects like venue and attendance records.

🎯 Exam Tip: Categorize the secretary's duties into 'Before', 'During', and 'After' the meeting for a structured and comprehensive answer. Detail at least two specific tasks for each category.

 

Functions During the Annual General Meeting:
(i) Attendance:
The secretary has to get signatures of members present at the meeting in 'Members Attendance Book.'
(ii) Quorum:
The secretary should see that the required quorum is present at the meeting and informs the chairman of the meeting.
(iii) Reading of Reports:
The secretary has to read the notice, Director's Report, and Auditor's Report as directed by the Chairman.
(iv) Notice of Proceedings:
The secretary should take down the notes of the proceedings of the meeting. He has to draft the minutes on the basis of these notes.
(v) Assist Chairman:
The secretary has to assist the chairman during the meeting. He should provide information, documents, etc as and when needed.
(vi) Conduct of Poll:
Secretary makes arrangements for conducting the poll if it is demanded by the members.
In simple words: During the AGM, the secretary ensures member attendance is recorded, verifies the presence of a quorum, reads out official reports as instructed, accurately records meeting proceedings for minutes, assists the chairman with necessary information, and manages the conduct of any polls requested by members.

🎯 Exam Tip: Focus on real-time responsibilities during the meeting, such as attendance tracking, quorum verification, document reading, and procedural support for the chairman, including managing polls.

 

Functions After the Annual General Meeting:
(i) Drafting Minutes:
The secretary drafts the minutes of the meeting on the basis of the notes taken down during the proceedings of the meeting.
(ii) Implementation of decisions:
The secretary instructs the concerned department for implementing the decisions taken at the meeting.
(iii) Dispatch Dividend Warrants:
The secretary has to make an arrangement to dispatch dividend warrants to the shareholders.
(iv) Filing Resolutions:
The secretary has to file the Annual Report with the Registrar. In case of a special resolution, the secretary has to file the special resolution with the Registrar within 30 days of passing that resolution.
(v) Information to Absent Members :
The secretary sends the information of the proceedings of the meeting to the absent members.
In simple words: After the AGM, the secretary is responsible for documenting the meeting by drafting minutes, ensuring all decisions are implemented by relevant departments, arranging for the dispatch of dividend warrants, filing the annual report and any special resolutions with the Registrar, and informing absent members about the meeting's outcomes.

🎯 Exam Tip: For post-meeting duties, highlight the critical administrative and compliance tasks like drafting minutes, ensuring decision implementation, dispatching financial instruments, and regulatory filings, along with communication to absentees.

 

Question 2. Explain the different types of General Meetings of a company.
Answer:
General Meetings are meetings of Equity shareholders of the company. There are two types of General Meetings:
- Annual General Meeting
- Extraordinary General Meeting.
1. Annual General Meeting (Section 96):
Every Company other than One Person Company must hold Annual General Meeting once in a year.
Purpose or Objective of Annual General Meeting:
- To review the progress and performance of the company.
- To approve annual accounts, director's report, and auditor's report.
- To appoint auditors and fix their remuneration.
- To declare a dividend.
- To elect new directors in place of retiring directors.
- To transact special business, if any.
Legal Provisions relating to Annual General Meeting:
(i) Time Limit:
- The time interval between two Annual General Meetings should not be more than 15 months.
- Extension of time for holding the Annual General Meeting may be given by the Registrar to the company for a period not more than three months, except for the first Annual General Meeting.
- One person company is exempted from the provision of Annual General Meeting.
(ii) Authority to Convene Annual General Meeting:
The Board of Directors is the proper authority to convene the Annual General Meeting.
In simple words: General Meetings are primarily for equity shareholders and include two main types: Annual General Meetings (AGMs), held yearly to review performance, approve financials, and make routine appointments, and Extra-Ordinary General Meetings (EGMs), convened for urgent, non-routine matters.

🎯 Exam Tip: Begin by classifying the types of General Meetings. For each type (AGM and EGM), provide its purpose, key legal provisions, and any specific time limits or authority to convene for a comprehensive answer.

 

(iii) Notice:
The notice must be given to all those who are entitled to receive it, at least 21 clear days in advance of the meeting. It is sent to the members at their registered address by post or through electronic mode like Email, etc.
(iv) Time, Day, and Place of Annual General Meeting:
Annual General Meeting shall be called during business hours between 9 am to 6 pm on any day other than National holidays. It can be held at the registered office or at some other place within the city or village in which the registered office of the company is situated.
(v) Quorum:
According to the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

No. of Shareholders	Quorum
Upto 1000	5 Members
1000-5000	15 Members
More than 5000	30 Members

For a private company minimum of two members should be present in person.
(vi) Adjournment:
In the absence of a quorum, Annual General Meeting stands adjourned. It will be convened on the same day, same time and the same place in the next week.
(vii) Default:
If the default is made in holding the Annual General Meeting as per the provisions of the Act or as per the instructions of the Central Government, the company and every officer of the company who is in default are punishable with a fine which may extend up to Rs. 1,00,000/-. If the default continues fine may extend up to Rs. 5,000 per day till the default continues.
In simple words: The AGM notice must be sent 21 clear days in advance to all eligible members. It must be held during business hours on non-holidays at the registered office or within the same city/village. A specific quorum, varying by shareholder count, is required, and failure to meet it leads to adjournment. Non-compliance with AGM rules can result in significant financial penalties for the company and its officers.

🎯 Exam Tip: For legal provisions, detail the notice period (21 days), permitted time/place, specific quorum requirements for public vs. private companies, and the implications of default, including adjournment and penalties.

 

2. Extra-Ordinary General Meeting (Section - 100):
Meaning:
It is a meeting which is called in between two Annual General Meetings under special circumstances, which cannot be postponed till the next Annual General Meeting. The matters discussed under this meeting is of utmost importance and urgent by nature.
Purpose or Objectives of Extra-Ordinary General Meeting:
The main purpose behind calling this meeting is to make shareholders aware of the happenings in the company or to seek their approval on some urgent and important matters of the company.
- Alteration in the Memorandum of Association.
- Alteration in Articles of Association.
- Reduction of Share Capital of the company.
- Removal of a Director before the expiry of his term.
- Removal of an Auditor before the expiry of his term.
- Voluntary winding up of the company.
Legal Provisions relating to Extra Ordinary General Meeting:
(i) Time for holding a meeting:
Extra Ordinary General Meeting is held between two Annual General Meetings under special circumstances. It can be held at any time as per the requirements of the company.
(ii) Authority to Convene:
- The Board of Directors has the right to call an Extra-Ordinary General Meeting by sending a proper notice to the shareholders.
- Extra-Ordinary General Meeting can be called by the members holding at least 1/10th of the paid-up capital or 1/10th of voting power in the company. Board must call Extra-Ordinary General Meeting within 45 days of receiving the requisition from the members.
- If the Board fails to call such a meeting then the requisitionists themselves call this meeting within 3 months from the date of deposit of the requisition. The company shall pay all the expenses incurred for holding such meetings by the requisitionist.
In simple words: An Extra-Ordinary General Meeting (EGM) is convened between AGMs to address urgent and critical issues, such as changes to the company's constitution or leadership, that cannot be delayed. It can be called by the Board or by a requisition from members holding significant voting power, with specific timelines for convening and cost recovery if the Board defaults.

🎯 Exam Tip: Highlight the "special circumstances" and "urgent" nature of EGMs. Detail who has the authority to convene (Board, members by requisition, NCLT) and the specific timeframes for calling and holding such meetings.

 

- National Company Law Tribunal (NCLT) can order such meetings on its own or at the request of a director or any members having voting rights.
(iii) Notice:
The notice must be given to all those who are entitled to receive it, at least 21 clear days in advance of the meeting. It is sent to the members at their registered address by post or through electronic mode like Email, etc.
(iv) Quorum:
According to the Companies Act, 2013, the quorum for the Annual General Meeting of a public company is as follows:

No. of Shareholders	Quorum
Up to 1000	5 Members
1000-5000	15 Members
More than 5000	30 Members

For a private company minimum of two members should be present in person.
In simple words: The National Company Law Tribunal (NCLT) also has the power to order an EGM. A notice for an EGM must be sent 21 clear days in advance to all eligible members. The quorum for an EGM in a public company is tiered based on shareholder numbers, similar to an AGM, while private companies require a minimum of two members.

🎯 Exam Tip: When discussing authority, include the NCLT's role. For notice and quorum, clarify that the rules are generally similar to AGMs, specifying the 21-day notice and tiered quorum for public companies.

 

Question 3. Explain the different types of Director's Meetings.
Answer:
Director's meeting:
Directors collectively are called as Board of Directors. They meet regularly to discuss and decide upon company matters, implementation of plans and review the progress made by the company.
(i) Board Meeting (Section 173):
It is a meeting of the Board of Directors. The Board of Directors has to meet frequently with reference to day to day working of the company. The Board of Directors can exercise their powers collectively through the Board Meeting.
Legal Provisions relating to Board Meeting:
(a) Authority to Convene:
The chairman of the Board is the proper authority to call the Board Meeting.
In simple words: Director's meetings primarily refer to Board Meetings, where the Board of Directors convenes regularly to make collective decisions on company operations, strategic plans, and performance reviews, with the Chairman holding the authority to call these meetings.

🎯 Exam Tip: Start by defining Director's Meetings as Board Meetings. Then, for each specific type of meeting (Board, Committee), provide its purpose, legal basis, and key provisions (authority, frequency, notice, quorum) for a comprehensive answer.

 

(b) Number of Board Meetings:
- First Board Meeting shall be held within 30 days of the date of its incorporation.
- Subsequently, there should be four meetings in a year.
- The gap between the two meetings should not be more than 120 days.
- At least one Board meeting should be held in 6 months in case of one person company, small company, and dormant company.
- The gap between two meetings should not be more than 90 days in the case of one person company.
(c) Virtual Meeting/Video Conferencing:
If there is any urgency to call Board Meeting and practically not possible for Directors to attend the meeting in a short notice, so with the help of technology, a virtual meeting can be held. The meetings are recorded and active participation of Directors is also possible through video conferencing. Certain special and confidential matters cannot be dealt with through video conferencing as per the directions of the Central Government.
(d) Notice [Section 173(3)]:
The notice of every Board Meeting must be given to every director at least 7 days before the meeting at his registered address along with an agenda of the meeting. It can also be sent by post or by hand delivery or by E-mail.
If a company fails to send notice within a given time, then every officer in default shall be liable to a penalty of Rs. 25,000.
(e) Quorum (Section - 174)
- The quorum for the Board Meeting is 1/3rd of the total number of directors or two directors whichever is higher.
Any fraction should be rounded to one.
- Interested directors (personal interest in any matter) are not included in the quorum.
(f) Adjournment:
The meeting of the Board of directors can be adjourned in the absence of a quorum.
In simple words: Board Meetings have specific frequency requirements, including an initial meeting within 30 days of incorporation and at least four yearly, with a maximum 120-day gap (or 90 days for certain companies). Virtual meetings are permitted for urgent matters, but confidential topics may be restricted. A 7-day notice with an agenda is mandatory, with penalties for default. The quorum is 1/3rd of directors or two, whichever is higher, excluding interested directors, and failure to meet it leads to adjournment.

🎯 Exam Tip: Provide precise numerical details for meeting frequency and gaps (e.g., "four meetings a year," "120 days"). Explain the concept and limitations of virtual meetings, the 7-day notice rule, quorum calculation with specific thresholds, and the effect of adjournment due to lack of quorum.

Activity 1 (Textbook Page No. 123)

Activity 1. Visit the website of any public company and study its Annual Report/Director's Report.
Answer: [Note: Students should do this activity by themselves with the help of the internet.]

 

Activity 2 (Textbook Page No. 127)

Activity 2. Enlist the functions of a Secretary related to an Extra-Ordinary Meeting.
Answer: Functions of Secretary Relating to Extra-Ordinary General Meeting:
(i) Before the Meeting:

• Time of Holding: To decide the date, time, place, and agenda for holding the meeting in consultation with the chairman of the company and to convene the Board Meeting for finalization of these things by passing a resolution to that effect.
• Drafting of Resolution: To draft the proposed resolution and explanatory statements and to get them approved by the board.
• Notice: To draft the notice of the meeting and arrange to get the same printed together with the explanatory statements, proxy forms, and admission cards. To send the notice with agenda to all the members, at least 21 days before the meeting.
• Public Notice: The notice is also published in the leading newspapers for the information of the general public.
• Notice to Stock Authorities: If the shares are listed on the stock exchange, a notice of the meeting is sent to stock exchange authorities too.
• Proxy: To verify proxy forms received and enter them in the proxy register.
• Preparing Documents: The important documents, records, Books, etc. are kept ready for reference during the meeting.

(ii) During the Meeting:

• Checking: To check the admission card of the members.
• Attendance: To take attendance of members.
• Ascertaining Quorum: To ascertain the quorum.
• Reading Notice: To read the notice convening meeting.
• Assist Chairman: To assist the chairman, by providing necessary information, records documents.
• Notes of Proceedings: To make notes of the proceedings of the meeting.

(iii) After the Meeting:

• Drafting Minutes: To draft the minutes of the meeting and enter the same in the Minute Book.
• Signed by the Chairman: To get Minutes signed by the chairman of the meeting.
• Filing of Resolution: To file the certified copy of the resolution passed at the meeting, to the Registrar of Companies.
• Sending Intimation: To send intimation to the concerned persons.
• Implementations: To carry out decisions taken at the meeting.

In simple words: The secretary has comprehensive duties before, during, and after an Extra-Ordinary General Meeting, ensuring all legal and administrative aspects are handled, from drafting notices and resolutions to managing attendance, recording minutes, and implementing decisions.

🎯 Exam Tip: Remember to detail the secretarial functions in a chronological order (before, during, and after the meeting) to score maximum marks, highlighting key legal compliance points.