Company Secretary Text Book Solutions

Dear Class 12 Samacheer Kalvi students, here are the text book solutions for Chapter 28, Company Secretary in Commerce for your reference.

I. Choose the Correct Answers:

II. Very Short Answer Questions:

1. Who is a Secretary?

The person who steers the company holding the administrative, financial, and overall performance of the company is called company secretary.

2. What is meant by Meeting?

A meeting is a formal gathering of two or more persons who come together at a fixed time and place to discuss matters of common interest and to take decisions by voting, in accordance with the Companies Act and the rules of the company.

3. Write short note on ‘Proxy’?

Proxy means a person being the representative of a shareholder at the meeting of the company who may be described as his agent to carry out which the shareholder has himself decided upon. Proxy can be present at the meeting and he cannot vote.

4. What is Voting?

The word ‘Vote’ originated in Latin word ‘Votum’ indicating one’s wishes or desire. By casting his vote one formally declares his opinion or wish in favour of or against a proposal or a candidate to be elected for an office.

III. Short Answer Questions:

1. What is Special Resolution?

A special resolution is the one which is passed by a not less than 75% of majority. The number of votes, cast in favour of the resolution should be three times the number of votes cast against it. The intention of proposing a resolution as a special resolution must be specifically mentioned in the notice of the general meeting.

2. What do you mean by Statutory Meeting?

According to Companies Act, every public company, should hold a meeting of the shareholders within 6 months but not earlier than one month from the date of commencement of business of the company. This is the first general meeting of the public company. This meeting is conducted only once in the lifetime of the company. A private company or a public company having no share capital need not conduct a statutory meeting. The company gives the circular to shareholders before 21 days of the meeting.

3. Give any three cases in which an ordinary resolution need to be passed.

Ordinary Resolution is required for the following matters:

(i) To change or rectify the name of the company
(ii) To alter the share capital of the company
(iii) To redeem the debentures

IV. Long Answer Questions:

1. Briefly state different types of company meetings.

Under the Companies Act, 2013, Company meetings can be classified as under:

1. Meetings of Shareholders:

(a) Statutory Meeting
(b) Annual General Meetings (AGM)
(c) Extraordinary General Meetings (EGM)

2. Meetings of the Directors

(a) Board meetings
(b) Committees meetings

3. Special Meetings

(a) Class Meetings.
(b) Creditors and of Debenture/bond holders meetings

Shareholders Meetings

The meeting held with the shareholders of the company is called shareholders meeting. The shareholders meeting can be classified as statutory meeting, annual general meeting and extra ordinary general meeting.

Meeting of the Directors

Since the administration of the company lies in the hands of the board of directors, they should meet frequently for the proper conduct of the business and to decide policy matters of the company.

Special Meeting

Meetings, which are held by a particular class of share or debenture holders e.g. preference shareholders or debenture holders is known as Class meeting.

There may arise situations in which a company may wish to arrive at a consensuses with the creditors to avoid any crisis or to evolve compromise or to introduce any new proposals. This is a meeting of the creditors.

2. Explain different types of open and secret types of voting.

There are two distinct procedures of voting viz., Open and Secret procedures.

I. Open Procedure

This type of voting has no secrecy as the all the members assembled can see voting. There are two popular methods of open voting namely voice voting and voting by show of hands.

(a) By Voice:

Voice voting is a popular type of voting in which the chairman allows the members to raise their voice in favour or against an issue ‘Yes’ for approval and ‘No’ for rejection. Chairman announces the result of voice voting on the basis of strength of words shouted. It is an unscienfic method. It cannot be employed for deciding complex issue.

(b) By Show of Hands:

Under this method the chairman, requests the members to raise their hands of those who are in favour of the proposal or candidate and then requests those are against. Then the chairman counts the number of hands raised for Yes and No respectively can announce the result on the basis of hands counted.

II. Secret Procedure

Secret procedure is adopted to decide certain vital issues. It is a popular voting method that maintains the secrecy of the voter.

a) By Ballot

Under this system, ballot paper bearing serial number is given to the members to record their opinion by marking with the symbol or Shareholders have to cast their vote in a secret chamber and put the ballot paper into the ballot box. The chairman opens the ballot box in the presence of tellers or scrutinizers and counts the votes. He rejects the defective or wrongly marked ballot papers. The votes are counted and the results are announced.

b) Postal Ballot

Big companies or big associations having members scattered all over the country follow this method of voting. Under this method serially numbered ballot papers are sent by post in sealed covers to the members,who, living at a distant place, are unable to attend the meeting physically. The members or voters fill in the ballot papers and return them in sealed covers which are opened when the ballot box is opened for counting the votes.