Samacheer Kalvi Class 12 Commerce Solutions Chapter 28 Company Secretary

I. Choose the Correct Answers

 

Question 1. Mention the status of a Company Secretary in a company.
(a) A member
(b) A director
(c) An independent contractor
(d) An employee contractor
Answer: (d) An employee contractor
In simple words: A company secretary works as an employee for the company, not as an owner or outside helper. They are hired to do specific jobs for the company.

🎯 Exam Tip: Understand the key roles within a company and differentiate between internal employees and external contractors or owners.

 

Question 2. Who can become a secretary for a company?
(a) Individual person
(b) Partnership firm
(c) Co-operative societies
(d) Trade unions
Answer: (a) Individual person
In simple words: Only one person can be appointed as a company secretary, not a group or an organization. This ensures clear responsibility.

🎯 Exam Tip: Remember that a company secretary's role requires personal accountability and specific qualifications, which only an individual can possess.

 

Question 3. Which meeting will be held only once in the life time of the company?
(a) Statutory
(b) Annual General
(c) Extra-ordinary
(d) Class General
Answer: (a) Statutory
In simple words: A statutory meeting is a special meeting that a company has to hold only once in its entire existence. It usually happens soon after the company starts.

🎯 Exam Tip: Identify the unique characteristic of the Statutory Meeting as a one-time event, distinguishing it from recurring meetings like Annual General Meetings.

 

Question 4. Board Meetings to be conducted minimum ______ times in a year.
(a) 2
(b) 3
(c) 4
(d) 5
Answer: (c) 4
In simple words: A company's board of directors must meet at least four times every year. This helps them make sure the company is managed properly and regularly.

🎯 Exam Tip: Know the minimum frequency for Board Meetings, which is crucial for good corporate governance and decision-making.

 

Question 5. Who is not entitled to speak at the annual general meeting of the company.
(a) Auditor
(b) Shareholder
(c) Proxy
(d) Directors
Answer: (c) Proxy
In simple words: A proxy is someone who attends a meeting and votes on behalf of a shareholder, but they are not allowed to speak. They only represent the vote of the person they stand in for.

🎯 Exam Tip: Remember the specific limitations of a proxy's role, particularly their inability to participate in discussions, only to vote.

 

Question 6. Mention the company which need not convene the Statutory Meeting.
(a) Widely held public
(b) Private Limited
(c) Public Limited
(d) Guaranteed having a share capital
Answer: (b) Private Limited
In simple words: Private limited companies do not need to hold a special statutory meeting. This rule only applies to public limited companies, which have more shareholders.

🎯 Exam Tip: Differentiate between the legal requirements for private and public companies, especially regarding compulsory meetings.

 

Question 7. From the date of its incorporation the First Annual General Meeting is to be conducted with in _______________ months.
(a) Twelve
(b) Fifteen
(c) Eighteen
(d) Twenty one
Answer: (c) Eighteen
In simple words: A company must hold its first annual general meeting within eighteen months from the day it officially started. This helps ensure early oversight.

🎯 Exam Tip: Note the specific time frame for holding the first Annual General Meeting, as it is a crucial compliance requirement for new companies.

 

Question 8. What percentage of shareholders is needed to pass special resolution?
(a) It must be unanimous
(b) Not less than 90%
(c) Not less than 75%
(d) More than 50%
Answer: (c) Not less than 75%
In simple words: For a special resolution to pass, at least 75% of the shareholders must agree to it. This means it needs a very strong majority.

🎯 Exam Tip: Remember the specific majority required for a special resolution (75%), as it indicates significant changes or decisions for the company.

 

Question 9. A special resolution must be filed with the Registrar within _______________ days
(a) 7 days
(b) 14 days
(c) 30 days
(d) 60 days
Answer: (c) 30 days
In simple words: After a special resolution is passed, the company needs to inform the Registrar of Companies within 30 days. This keeps official records updated.

🎯 Exam Tip: Memorize the deadline for filing special resolutions with the Registrar, as timely compliance is important.

 

Question 10. A special resolution is required to .
(a) redeem the debentures
(b) declare dividend
(c) appoint directors
(d) appoint auditor
Answer: (d) appoint auditor
In simple words: To officially appoint an auditor for the company, a special resolution is needed. This ensures a formal and well-supported decision for such an important role.

🎯 Exam Tip: Be aware of the specific actions that require a special resolution versus an ordinary resolution, particularly for key appointments.

II. Very Short Answer Questions

 

Question 1. Who is a Secretary?
Answer: A secretary is the person responsible for how an organization generally performs. They manage the overall operations and ensure smooth functioning. This role is crucial for an organization's administrative and legal compliance.
In simple words: A secretary is the person who looks after the main work and operations of an organization.

🎯 Exam Tip: Define "secretary" by focusing on their key responsibilities for general performance and overall management.

 

Question 2. What is meant by Meeting?
Answer: A meeting is when two or more people gather together. They do this to achieve a common goal through talking, sharing information, or making an agreement. Meetings help groups work together and make decisions.
In simple words: A meeting is when a few people come together to talk, share ideas, or decide something for a shared purpose.

🎯 Exam Tip: Highlight the elements of a meeting: multiple people, a common purpose, and interaction to share or agree.

 

Question 3. What is Resolution?
Answer: According to the Companies Act 2013, a resolution is a decision made in a meeting. This decision is needed for any action or transaction, and it requires the agreement of shareholders, the Board of Directors, and other necessary parties. Resolutions formalize company decisions.
In simple words: A resolution is a formal decision made at a company meeting, which needs everyone's agreement to do something.

🎯 Exam Tip: Connect the definition of "resolution" to formal decisions made by a company for specific actions, as per legal guidelines.

 

Question 4. Write a Short note on 'Proxy'.
Answer: A "Proxy" is a person who represents a shareholder at a meeting. This person acts as the shareholder's agent and can vote according to the shareholder's instructions. A proxy can be present at the meeting and vote, but they are not allowed to speak. They help ensure a shareholder's vote is counted even if they cannot attend.
In simple words: A proxy is a person who goes to a meeting and votes for a shareholder who cannot be there. They can vote but cannot speak.

🎯 Exam Tip: Explain a proxy's role by mentioning representation, voting rights, and the restriction on speaking at the meeting.

 

Question 5. What is Vote?
Answer: The word 'Vote' comes from the Latin word 'Votum', which means wishes or desire. When someone votes, they officially show their opinion or desire. This could be for or against a proposal or to choose a candidate for an office. Voting is how collective decisions are made in many organizations.
In simple words: A vote is how a person formally shows their choice or opinion on a topic or for a candidate.

🎯 Exam Tip: Define "vote" by its origin and its function as a formal expression of opinion or choice in a decision-making process.

III. Short Answer Questions

 

Question 1. What is Special Resolution?
Answer: A "Special Resolution" is a decision passed with a large majority, meaning not less than 75% of the votes. This is also called a 3/4th majority. For such a resolution to pass, the number of votes in its favor must be three times more than the votes against it. Special resolutions are used for important changes to a company.
In simple words: A special resolution is a decision that needs at least 75% of votes to pass, where votes for it are three times more than votes against it.

🎯 Exam Tip: Clearly state the two conditions for a special resolution: 75% majority and the 3:1 vote ratio (for:against).

 

Question 2. What do you mean by Statutory Meeting?
Answer: A Statutory Meeting is the first meeting a company holds. This meeting happens only one time in the company's entire life. It must be held within six months of starting business, but not earlier than one month from that date. This meeting allows shareholders to review the company's early progress.
In simple words: A statutory meeting is the first and only meeting a company holds, happening once in its lifetime, usually soon after it starts.

🎯 Exam Tip: Emphasize that a Statutory Meeting is a one-time, initial meeting held within specific time limits after a company's incorporation.

 

Question 3. Give any three cases in which an ordinary resolution need to be passed.
Answer: An ordinary resolution is needed for many regular company matters. Here are three cases where an ordinary resolution must be passed:
- To change the name of a company.
- To alter the share capital.
- To redeem debentures.
- To declare dividends.
- To approve annual accounts and the Balance Sheet.
- To appoint directors.
Ordinary resolutions help manage the daily and routine operations of the company.
In simple words: Ordinary resolutions are needed for normal company tasks like changing its name, changing share capital, giving out dividends, or appointing directors.

🎯 Exam Tip: List any three common corporate actions that require an ordinary resolution, focusing on everyday operational decisions.

 

Question 4. What resolution requires special notice?
Answer: Certain matters, as outlined in the Companies Act 2013, require a special notice before they can be discussed at a General Meeting. This notice must be given at least 14 days before the meeting. The following actions usually require special notice:
- To remove a director before their term ends.
- To appoint a new director in place of one who was removed.
- To reappoint an auditor who is retiring.
This rule ensures that shareholders have enough time to consider significant proposed changes.
In simple words: Special notice is needed for important things like removing or appointing a director, or reappointing an auditor. This notice must be given 14 days before the meeting.

🎯 Exam Tip: Focus on the 14-day notice period and the types of sensitive decisions (like director removal/appointment or auditor reappointment) that necessitate a special notice.

IV. Long Answer Questions

 

Question 1. Elaborate the Functions of the company secretary.
Answer: The functions of a Company Secretary are generally divided into two main types: Statutory functions and Non-Statutory functions.

1. **Statutory Functions:** As the main officer of the company, the secretary must follow all legal rules according to the Companies Act and other laws for the company's activities. As per the Companies Act 2013, these functions include:
- Signing documents and legal papers that need company authentication.
- Keeping important records like share registers and registers of directors and contracts.
- Giving notice to register any increase in the company's share capital.
- Sending meeting notices to every member of the company for general meetings.
- Getting minutes ready for all general meetings and board meetings within 30 days. These functions ensure the company follows legal procedures and maintains proper records.

2. **Non-Statutory Functions:** The secretary also performs duties that are not legally required but help the company run smoothly. These relate to directors, shareholders, and office staff.
* **Functions in Relation to Directors:** The company secretary works under the full guidance of the board of directors and carries out their instructions. They arrange board meetings, send out notices, prepare meeting agendas, and record attendance and minutes.
* **Functions in Relation to Shareholders:** The company secretary acts in the best interest of the shareholders. They arrange the issue of allotment letters, call letters, letters of regret, share certificates, and share warrants to shareholders.
* **Functions in Relation to Office and Staff:** The secretary is responsible for the smooth operation of all office work. They oversee, control, and coordinate all clerical activities within the office. This ensures the office runs efficiently.
In simple words: A company secretary has two main jobs: statutory functions, which are legal duties like keeping records and signing documents, and non-statutory functions, which are daily tasks like arranging meetings and helping directors and shareholders. They ensure the company follows rules and runs well.

🎯 Exam Tip: Structure your answer by clearly separating statutory and non-statutory functions, and then detail the key responsibilities under each category with specific examples.

 

Question 2. Briefly state different types of Company Meetings.
Answer: Companies hold various types of meetings to manage their operations, comply with laws, and make decisions. These meetings can be broadly categorized as follows:

**I. Meetings of Shareholders:** These involve the company's owners.
a. **Statutory Meeting:** This is the company's first meeting and is held only once in its entire existence. It provides an initial overview of the company's status.
b. **Annual General Meeting (AGM):** This meeting is usually held once a year. The first AGM must be held within 18 months of registration. The time between two consecutive AGMs should not be more than 15 months. It should be held at the registered office or another suitable place during business hours, not on a public holiday. AGMs address important annual business and financial reports.
c. **Extra-Ordinary [Special] General Meeting:** All other general meetings, apart from statutory and annual general meetings, are called Extra-Ordinary or Special General Meetings. These are convened to deal with urgent or special matters that cannot wait for the next AGM.

**II. Meetings of Directors:** These involve the company's management.
a. **Board Meeting:** Meetings of the company directors are known as Board Meetings. The first Board Meeting should be held within 30 days of the company's incorporation. These meetings must be conducted at least four times a year (roughly once every three months) to oversee company strategy and operations.
b. **Committee Meeting:** The Committee (Audit) usually meets at least four times a year. For listed companies or public limited companies with a share capital of Rs. 10 crores or more, an Audit Committee is mandatory. If the share capital is less than Rs. 10 crores, the Board appoints a director to the Audit Committee.

**III. Special Meetings:** These are held for specific groups or situations.
a. **Class Meeting:** Meetings held by a particular class of shareholders (e.g., preference shareholders) or debenture holders are known as class meetings. They address issues specific to that group.
b. **Creditors Meeting:** These are not formal company meetings. They are held when a company needs to reach an agreement with its creditors to avoid a crisis or to propose new solutions, especially during difficult financial times.
In simple words: Companies have different meetings. Shareholders have Statutory, Annual General, and Extra-Ordinary meetings. Directors have Board and Committee meetings. There are also special Class meetings for specific groups, and Creditors meetings to talk with those the company owes money to.

🎯 Exam Tip: Categorize the types of meetings by the participants (shareholders, directors, special groups) and provide a brief, distinct characteristic for each type to demonstrate understanding.

 

Question 3. Explain different Types of Open and Secret Types of Voting.
Answer: Voting methods can be broadly divided into open procedures and secret procedures, each with different ways to cast votes.

**I) Open Procedure:** In this method, votes are visible to others.
a) **By Voice:** The chairman allows members to voice their opinion aloud, either "Yes" for approval or "No" for rejection. The chairman then announces the result based on how many people shouted for each side.
b) **By Show of Hands:** In this method, the chairman asks members to raise their hands if they are in favor of a proposal or candidate, and then asks those against it to raise their hands. The result is announced based on the number of hands counted for each side. This method is quick and easy for simple decisions.

**II) Secret Procedure:** In this method, votes are private and not visible to others.
a) **By Ballot:** Members are given a ballot paper, usually with a serial number and a symbol. They cast their vote by marking their choice in a secret area and then placing the ballot paper into a ballot box. After all votes are cast, they are counted, and the results are announced without revealing individual choices.
b) **By Post [Postal Ballot]:** This method is used by large companies or associations with members spread across different locations. Members fill in their ballot papers and send them back by post in sealed envelopes. The sealed covers are opened when the ballot box is opened for counting the votes. This allows members who cannot attend in person to vote.
c) **By Electronic Voting Machine [EVM]:** EVM is a modern voting method. Instead of paper ballots, this machine is used. Names and symbols are fixed on the machine, and the voter presses a button for their choice. A green light indicates a vote in favor, and a red light indicates a vote against. EVMs make counting faster and more accurate. This is a secure and efficient way to conduct elections.
In simple words: Voting can be open or secret. Open voting is by shouting or raising hands. Secret voting is done using ballot papers, by mail (postal ballot), or using electronic machines (EVMs), so no one knows how you voted.

🎯 Exam Tip: Classify voting types into open and secret, and for each, provide distinct examples with a brief explanation of how votes are cast and counted.

12th Commerce Guide Company Secretary Additional Important Questions and Answers

I. Choose the Correct Answers

 

Question 1. A statutory meeting can be held within _______________ months.
(a) 10
(b) 5
(c) 6
(d) 3
Answer: (c) 6
In simple words: A company's first special meeting, called a statutory meeting, must take place within six months after it starts its business.

🎯 Exam Tip: Remember the specific time frame of 6 months for the statutory meeting, as it is a fixed legal requirement.

 

Question 2. The Latin word 'Secretariats' means _______________
(a) Secret
(b) Open
(c) Delegate
(d) complete
Answer: (a) Secret
In simple words: The word 'Secretariats' comes from a Latin word that means 'secret'. This highlights the confidential nature of a secretary's work.

🎯 Exam Tip: Knowing the etymology of the term "Secretariats" helps in understanding the historical context and the core nature of the secretary's role.

 

Question 3. An ordinary resolution is one which can be passed by a _______________ majority.
(a) simple
(b) special
(c) high
(d) low
Answer: (a) simple
In simple words: A regular decision in a company, called an ordinary resolution, only needs a simple majority of votes to pass. More than half the votes must be in favor.

🎯 Exam Tip: Differentiate between an "ordinary resolution" requiring a simple majority (over 50%) and a "special resolution" requiring a higher majority (75%).

 

Question 4. A notice must be sent to every member to attend meeting _______________ days before the meeting is to be held. .
(a) 7
(b) 14
(c) 21
(d) 28
Answer: (c) 21
In simple words: Companies must send a notice to all members at least 21 days before any meeting. This gives everyone enough time to prepare.

🎯 Exam Tip: Remember the standard 21-day notice period for company meetings, which is a fundamental rule for member participation.

 

Question 5. _______________ means a person being the representative of a shareholder to attend a meeting on behalf of him.
(a) Proxy
(b) Substitute
(c) Alternate
(d) NOTA
Answer: (a) Proxy
In simple words: A proxy is a person chosen by a shareholder to go to a meeting and vote for them when they cannot be there themselves.

🎯 Exam Tip: Understand that a proxy acts as a representative for voting purposes, ensuring a shareholder's voice is heard even in absence.

 

Question 6. Requisite number of persons at the meeting is called
(a) Quorum
(b) Proxy
(c) Vote
(d) Poll
Answer: (a) Quorum
In simple words: Quorum is the smallest group of people who must be at a meeting for it to be official.

🎯 Exam Tip: Remember that the quorum requirement can vary based on the type of company and meeting, so always check the specific rules.

 

Question 7. Quorum for private limited company is
(a) 1
(b) 2
(c) 3
(d) 4
Answer: (b) 2
In simple words: A private company needs at least two people to be present for a meeting to be official.

🎯 Exam Tip: Knowing the quorum for private versus public companies is a common distinction tested in exams.

 

Question 8. Quorum for public limited company is
(a) 3
(b) 4
(c) 5
(d) 6
Answer: (c) 5
In simple words: For a public company meeting to be official, five people must be there.

🎯 Exam Tip: The quorum requirement for public companies is higher due to their larger shareholder base and broader public interest.

 

Question 9. Which meeting will be held only once in the lifetime of the company?
(a) AGM
(b) Class
(c) Board
(d) Statutory
Answer: (d) Statutory
In simple words: The 'Statutory' meeting happens only one time in a company's whole life.

🎯 Exam Tip: Distinguish between the statutory meeting (once-off) and the Annual General Meeting (yearly) in terms of frequency.

 

Question 10. A Company Secretary is appointed by
(a) Government
(b) Institute of Company Secretary
(c) Board of Directors
(d) Shareholders
Answer: (c) Board of Directors
In simple words: The Board of Directors chooses the company secretary.

🎯 Exam Tip: Remember that while the Board appoints, the company secretary also has duties to shareholders, making them a crucial link.

 

Question 11. Statutory meeting hold within months but not earlier than month.
(a) 6 and 1
(b) 6 and 2
(c) 1 and 6
(d) 6 and 3
Answer: (a) 6 and 1
In simple words: The first special company meeting must happen between one and six months after the company starts.

🎯 Exam Tip: Always specify both the minimum and maximum timeframes when discussing statutory meeting deadlines.

 

Question 12. The AGM convened within months.
(a) 15
(b) 18
(c) 21
(d) 25
Answer: (b) 18
In simple words: The company's first big yearly meeting (AGM) must take place within 18 months of it being formed.

🎯 Exam Tip: Note that the 18-month rule applies to the *first* AGM, while subsequent AGMs have a different time gap requirement.

 

Question 13. The time gap between two consecutive AGM is months.
(a) 3
(b) 6
(c) 12
(d) 15
Answer: (d) 15
In simple words: There should not be more than 15 months between two yearly company meetings.

🎯 Exam Tip: Understand that this 15-month rule ensures regular shareholder engagement, even if business is slow.

 

Question 14. Director is Acting as
(a) Agent
(b) Trustee
(c) Officer
(d) All of the options
Answer: (d) All of the options
In simple words: A company director works as an agent, a trustee, and an officer.

🎯 Exam Tip: Directors have a complex legal position, acting in multiple capacities that define their duties and responsibilities.

 

Question 15. Who can call Extraordinary General Meeting?
(a) CLT
(b) Board
(c) Requisition, Requisitioriists
(d) All of the options
Answer: (d) All of the options
In simple words: The Board, shareholders (by asking), or the Company Law Tribunal can call a special meeting.

🎯 Exam Tip: Extraordinary General Meetings are important for addressing urgent matters outside of the regular annual schedule.

 

Question 16. The decisions taken at a meeting are called
(a) Resolution
(b) Poll
(c) Vote
(d) NOTA
Answer: (a) Resolution
In simple words: When a company meeting makes a decision, it's called a resolution.

🎯 Exam Tip: Resolutions are the formal outcomes of meetings and form the basis for company actions, so their proper recording is vital.

 

Question 17. resolution is one can be passed by a simple majority.
(a) Ordinary
(b) Special
(c) Requiring Special Notice
(d) All of the options
Answer: (a) Ordinary
In simple words: A decision that needs just over half the votes to pass is an ordinary resolution.

🎯 Exam Tip: Understand that simple majority means more than 50% of votes, which is key for routine business decisions.

 

Question 18. resolution is one can be passed by three fourth majority.
(a) Ordinary
(b) Special
(c) Requiring Special Notice
(d) All of the options
Answer: (b) Special
In simple words: A decision that needs at least three-fourths of the votes to pass is a special resolution.

🎯 Exam Tip: Special resolutions are reserved for more significant decisions due to the higher 75% majority requirement.

 

Question 19. The word vote is derived from the Latin word
(a) Votum
(b) Voter
(c) Voted
(d) NOTA
Answer: (a) Votum
In simple words: The word 'vote' comes from the old Latin word 'Votum'.

🎯 Exam Tip: Understanding the origins of terms can help in recalling their meanings and related concepts.

 

Question 20. An authenticated record of a meeting is
(a) Agenda
(b) Minutes
(c) Ledger
(d) NOTA
Answer: (b) Minutes
In simple words: The official notes taken during a meeting are called the minutes.

🎯 Exam Tip: Minutes are legally important documents that provide a formal record of discussions and decisions made in meetings.

 

Question 21. Pick the odd one out:
(a) By Ballot
(b) By Postal Ballot
(c) By EVM
(d) By Voice
Answer: (d) By Voice
In simple words: Voting by voice is different because everyone can hear your choice, unlike ballot papers or EVMs where your vote is secret.

🎯 Exam Tip: Classify voting methods into open and secret categories to easily identify the odd one out in such questions.

 

Question 22. Pick the odd one out:
(a) Statutory Meeting
(b) ACM
(c) Extra-Ordinary General Meeting
(d) Class Meeting
Answer: (d) Class Meeting
In simple words: A 'Class Meeting' is special because it's only for one type of shareholder, not for everyone like the other meetings.

🎯 Exam Tip: General meetings are for all shareholders, while class meetings cater to specific groups with unique interests.

 

Question 23. Which one of the following not correctly matched?
(a) Statutory Meeting – Statutory Report
(b) AGM – To appoint directors
(c) Class Meeting – Preference shareholders meeting
(d) Committee Meeting – Shareholders meeting
Answer: (d) Committee Meeting – Shareholders meeting
In simple words: A committee meeting is usually for a small group of directors, not for all shareholders, so that match is wrong.

🎯 Exam Tip: Pay close attention to the attendees of each meeting type to correctly identify mismatches.

 

Question 24. Choose the correct statement.
(i) Proxy is a person who participates in the meeting on behalf of a shareholder.
(ii) He can attend and vote in the meeting.
(iii) He cannot speak in the meeting.
(a) (i) is correct
(b) (ii) is correct
(c) (iii) is correct
(d) (i), (ii) and (iii) are correct
Answer: (d) (i), (ii) and (iii) are correct
In simple words: A proxy goes to a meeting for another shareholder, can vote, but cannot talk. All these points are true.

🎯 Exam Tip: Remember the specific limitations of a proxy, especially their inability to speak or participate in discussions directly.

II Match the following.

 

Question 1. Match the following.

Answer: (a) (i) 4, (ii) 1, (iii) 2, (iv) 3
In simple words: Agenda is the meeting plan, minutes are the notes, quorum is the number of people needed, and a proxy is someone who votes for another person.

🎯 Exam Tip: Clearly understanding these terms is essential for comprehending the basic mechanics and procedures of company meetings.

 

Question 2. Match the following.

Answer: (b) (i) 3, (ii) 4, (iii) 1, (iv) 2
In simple words: An ordinary resolution needs more than half the votes, a special one needs three-fourths, special notice is for appointing an auditor, and a motion is an idea presented at a meeting.

🎯 Exam Tip: Pay attention to the percentage of majority required for each type of resolution, as this is a key differentiator.

III. Assertion and Reason

 

Question. Assertion (A): Special Resolution is passed by three fourth majority. Reason (R): The number of votes cast in favour of the resolution should be three times, the number of votes cast against it.
(a) (A) and (R) are True. (R) is the correct explanation of (A)
(b) (A) and (R) are True. (R) is not the correct explanation of (A)
(c) (A) is True (R) is False
(d) (A) is False (R) is True
Answer: (a) (A) and (R) are True. (R) is the correct explanation of (A)
In simple words: A special resolution needs 75% of votes to pass (Assertion A is true). This means the 'yes' votes must be three times more than the 'no' votes (Reason R is true), which explains the 75% rule.

🎯 Exam Tip: For assertion-reason questions, first check if both statements are individually true, then evaluate if the reason correctly explains the assertion.

 

Question. Assertion (A): Voice Voting in which the Chairman allows the members to raise their voice in favour or against an issue. Reason (R): The chairman announces the results of voice voting on the basis of the strength of words shouted.
(a) (A) and (R) are True. (R) is not the correct explanation of (A).
(b) (A) and (R) are True. (R) is the correct explanation of (A)
(c) (A) and (R) are False.
(d) (A) is False (R) is True
Answer: (b) (A) and (R) are True. (R) is the correct explanation of (A)
In simple words: Voice voting is when people say 'yes' or 'no' out loud (Assertion A is true). The chairman then decides which side is louder to count the votes (Reason R is true), which explains how voice voting works.

🎯 Exam Tip: Voice voting is a quick method for simple decisions, but its accuracy depends on the chairman's judgment of sound volume.

IV. Very Short Answer Questions

 

Question 1. Define Company Secretary.
Answer: The Companies Act, 2013, defines a "Secretary" as an individual with specific qualifications. This person is appointed to carry out duties, both legal under the Act and other administrative tasks, as required by the company. They are key to ensuring legal compliance.
In simple words: A company secretary is a qualified person chosen to do legal and administrative work for a company, as defined by the Companies Act, 2013.

🎯 Exam Tip: When defining a legal role, always try to mention the relevant act or statute if possible, as it adds authority to your answer.

 

Question 2. What do you understand by "Poll"?
Answer: A "poll" refers to a method of voting where individuals cast their votes using ballot papers, which are then collected by a special polling officer. According to the Companies Act, it specifically means shareholders casting their votes in proportion to the capital they have invested in the company. This ensures their influence aligns with their ownership.
In simple words: A 'poll' is a way of voting using papers. In companies, it means shareholders vote based on how much money they have put into the company.

🎯 Exam Tip: Highlight that a poll differs from a show of hands as it quantifies votes based on shareholding, giving proportional power.

V. Long Answer Questions

 

Question 1. What are the Qualifications of a Company Secretary?
Answer: To be a company secretary, a person needs both legal qualifications and additional skills.
**Statutory Qualifications:** These include being an Associate of the Company Secretaries of India (ACS), holding a B.L. degree (Bachelor of Law), being a Member of the Institute of Chartered Accountants (C.A.), holding an M.Com degree (Master of Commerce), or being a Member of the Institute of Cost and Works Accountants (I.C.W.A.). The ACS qualification often applies to companies with a share capital of Rs. 5 crore or more.
**Other Qualifications:** A good company secretary should also have a deep understanding of the Companies Act, expertise in various business and economic laws, knowledge of accounting practices, skills in labor laws, and a solid background in company management and Human Resource Management (HRM). These skills help them manage different parts of the company effectively.
In simple words: A company secretary needs official degrees like Law or Commerce, and also needs to know a lot about company rules, business laws, money, and how to manage people.

🎯 Exam Tip: Always categorize qualifications into statutory and other categories to provide a structured and complete answer.

 

Question 2. How the company secretary is appointed?
Answer: According to sections 2 (247, 203, 204) of the Companies Act, 2013, only a member of the Institute of Company Secretaries of India can be appointed as a company secretary. There are two main ways this appointment happens:
1. **By the Promoters:** The very first company secretary can be appointed by the promoters even before the company is officially formed. This happens during the pre-incorporation stage.
2. **By the First Board of Directors:** Once the company is registered, its first Board of Directors will appoint the company secretary during their initial board meeting. This ensures the company quickly establishes its legal and administrative support.
In simple words: A company secretary must be a member of a special institute. They can be chosen by the company's founders before it starts, or by the first group of directors after the company is officially made.

🎯 Exam Tip: Clearly state the legal requirement (membership in ICSI) and the two distinct appointment stages for full marks.

 

Question 3. What are the powers and Rights of the Company Secretary?
Answer: A company secretary has several important powers and rights:
* **Exercising Power:** They can use the powers given to them by the Board of Directors.
* **Claiming Salary:** They have the right to receive their agreed salary and other benefits as per their employment contract.
* **Preferential Creditor:** If the company closes down, the secretary has a right to be paid their legal dues before many other creditors. This ensures their compensation is prioritized.
* **Attending Meetings:** They have the right to be present at all meetings of shareholders and directors.
* **Supervision and Control:** As a key officer, they can supervise, direct, and control the work of the office staff reporting to them.
* **Signing Authority:** Being a principal officer, the secretary can sign contracts and other legal documents on behalf of the company.
In simple words: A company secretary has rights to use powers given by the Board, get their salary, be paid first if the company closes, attend all meetings, manage office staff, and sign company papers.

🎯 Exam Tip: Focus on distinguishing between powers (authority to act) and rights (entitlements) in your explanation.

 

Question 4. Discuss the Liabilities of Company Secretary.
Answer: A company secretary has significant responsibilities, categorized into statutory and contractual liabilities:
**I. Statutory Liabilities:** These are duties required by law. They include ensuring all company documents and files are registered correctly, arranging the Annual General Meeting (AGM) on time, sending meeting notices to everyone involved, keeping accurate minute books of meetings, and issuing share certificates and warrants to shareholders. Fulfilling these ensures the company follows legal requirements.
**II. Contractual Liabilities:** These are duties based on their employment agreement. They must follow all terms of their service contract, act according to the Board's instructions, manage company affairs properly, perform their tasks carefully and skillfully, never exceed the authority given to them, and avoid making any hidden profits through illegal means.
In simple words: A company secretary is responsible for legal tasks like registering documents, holding meetings on time, and managing shares. They also have duties from their job contract, like following the Board's orders, working carefully, and not making secret illegal profits.

🎯 Exam Tip: Clearly separate statutory (legal) from contractual (agreement-based) liabilities and provide examples for each.

 

Question 5. Describe the different types of Resolutions which company may pass with suitable matters required for each type of resolution.
Answer: Companies pass different types of resolutions to make decisions, each requiring a specific level of approval:
**Ordinary Resolution:** This type of resolution is passed by a simple majority, meaning more than 50% of the votes cast must be in its favor. In other words, the 'for' votes must outnumber the 'against' votes.
* **Matters requiring an Ordinary Resolution include:** changing the company's name, altering the share capital, redeeming debentures (loans), declaring dividends, approving yearly accounts and balance sheets, and appointing new directors.
**Special Resolution:** This resolution needs a much higher approval, at least a 75% majority of the votes cast. This means the votes in favor must be at least three times more than the votes against. This higher threshold is for important changes.
* **Matters requiring a Special Resolution include:** moving the registered office from one state to another, changing the company's main goals, altering the Articles of Association (AOA), starting any new business, and appointing an auditor.
**Resolution Requiring Special Notice:** Some critical matters can only be discussed at a General Meeting if a special notice, given at least 14 days before the meeting, has been issued. This ensures members are well-informed about key decisions.
* **Matters requiring special notice include:** removing a director before their term ends, appointing a new director to replace one who has been removed, and re-appointing an auditor who is due to retire.
In simple words: Companies use different kinds of decisions called resolutions. An 'Ordinary Resolution' needs more than half the votes for common things like changing the company's name or declaring profits. A 'Special Resolution' needs at least 75% of the votes for big changes, like altering company rules or starting a new business. Some special decisions, like removing a director, also need a 'Special Notice' given in advance.

🎯 Exam Tip: Structure your answer with clear headings for each resolution type, detailing the required majority and providing relevant examples for each.

There are no questions located between page 29 and page 29 of the provided PDF content. Page 29 contains only footer and navigation elements, which are to be completely ignored as per the content processing rules.