TN State Board 12th Commerce Important Questions Chapter 28 Company Secretary
Who is a Secretary?
The person who is responsible for the general performance of an organization is called company secretary. The person who steers the company holding the administrative financial and overall performance of the company is called company secretary.
A meeting is a gathering of two or more people that has been convened for the purpose of achieving a common goal through verbal interaction such as sharing information or reaching agreement.
What is Resolution.
As per the companies act 2013, for taking any decision or executing any transaction, the consent of the share holders, the board of directors and other specified required. The decisions taken at a meeting are called resolution.
Write short note on ‘Proxy’.
Proxy means a person being the representative of a share holder at the meeting of the company who may be described as his agent to carry out which the share holder has himself decide upon. Proxy can be present at the meeting and he cannot vote.
What is Vote?
The word vote originated in Latin word “Votum” indicating one’s wishes or desire by casting his vote one formally declaring his opinion or wish in favour of or against a proposal or a candidate to be elected for an office. The proposals passed across the table of any company depend mainly on the votes cast by the board directors.
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 infavour of the resolution should be three times the number of vote cast against it. The intention of proposing a resolution as a special resolution must be specially mentioned in the notice of the general meeting.
What do you mean by Statutory Meeting?
According to companies act, every public company should hold a meeting of the share holders 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 is called the statutory meeting.
What do you understand by ‘Poll’?
Poll means tendering or offering vote by ballot to a specially appointed officer called the polling officer under the companies act, poll means exercising.
Give any three cases in which an ordinary resolution need to be passed.
An ordinary resolution is one which can be passed by a simple majority. If the members of votes cast by members, entitled to vote infavour of the resolution is more than the vote cast against the resolution.
- To change or rectify the name of the company.
- To alter the share capital of the company.
- To redeem the debentures.
- To approve annual accounts and balance sheet.
What resolution is requires special notice?
There are certain matters specified in the companies act 2013 which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting. The following matters require special notice before they are discussed in the meeting.
- To appoint an auditor, a person other than a retiring auditor.
- To provide expressly that a retiring auditor shall not be reappointed.
- To remove a director before the expiry of his period of office.
- To appoint a director in the place of a director so removed.
Elaborate the functions of the Company Secretary.
(i) Statutory functions:
(a) According to companies Act 2013:
(i) To sign document and proceedings requiring authentication by the company.
(ii) To give notice to register for increase in the share capital.
(iii) To deliver share certificate of allotment within two months after transfer.
(iv) To sign and send annual return.
(b) Under the income tax act:
Secretary has to submit and verify various forms for timely filling income tax returns to the authorities in accordance with the law. He has to see that the certificate of tax deducted at source (TDS) is issued to every employees and share holders.
(c) Under Indian stamp act:
The company secretary has to ensure that whatever proper stamps are affixed on the company’s documents like letter of allotment and share certificate or not.
(d) Under the sales tax act:
He must ensure timely submission of tax returns to the sales tax authorities and payment of tax.
(e) Under other act:
He must see that the provisions of any other act applicable to the company. Eg: Foreign Exchange Regulation Act.
(ii) Non-statutory functions:
Secretary has to discharge non statutory functions in relation to directors, share holders and office and staff. These functions are briefly mentioned.
(a) Functions as agent of directors:
A company secretary acts under the full control of the board of directors and carry out the instruction of the directors. It is the secretary’s duty to implement the decisions taken by the board of directors.
(b) Functions towards share holders:
The company secretary must serve in the best interest of the shareholders under the companies act 2013. Secretary should act link between the board of directors and the share holders and ensure that the share holders rights are violated.
(c) Functions towards office and staff:
The secretary is the king pin of the whole corporate machinery. He is responsible for smooth functioning of the office work. He exercises an overall supervision control and coordinate of all clerical activities in the office.
Discuss the liabilities of Company Secretary.
As the principal officer of the company, the secretary must observe all the legal formalities in respect of the provision of the companies act and other laws (Income tax, Stamp act, Sales tax acts etc.).
According to companies act 2013
- To sign document and proceedings requiring authentication by the company.
- To maintaining share register and register of directors and of contracts.
- To give notice to register for increase in the share capital.
- To deliver share certificate of allotment within two months after transfer.
- To sign and send annual return.
- To sent notice of general meeting to every member of the company.
- To make statutory book.
- To prepare minute of every general meeting and board meeting within 30 days.
- To file a resolution with the registrar.
- To assist in preparing the statement of affairs in a winding up.
Briefly state different types of company meetings.
Under the companies act 2013, company meetings can be classified as under
(i) Meetings of share holders:
(a) Statutory meeting
(b) Annual General Meetings (AGM)
(c) Extra ordinary General Meetings (EGM)
(ii) Meetings of the directors:
(a) Board meetings
(b) Committees meetings
(iii) Special meetings:
(a) Class meetings
(b) Creditors and of debenture / bond holders meetings
(iv) Share holders meeting:
The meeting held with the shareholders of the company is called shareholder meeting.
(a) Statutory Meetings:
This is the first general meeting of the public company is called the Statutory meeting. This meeting is conducted only once in the life time of the company. The company gives the circular to share holders before 21 days of the meeting.
(b) Annual General Meeting (AGM):
Company is bound to invite the first general meeting within 18 months from the date of registration. Every annual general meeting shall be held during business hours, on a day which is not a public holiday.
(c) Extra-ordinary general meetings:
All other general meetings other than statutory and annual general meetings are called extra¬ordinary general meetings. If any meeting conducted in between two annual general meeting to deal with some urgent or special or extra-ordinary nature of business is called as extra-ordinary general meetings.
(v) Meeting of the board of directors:
Regarding administration of the company lies in the hands of the board of directors, they should meet frequently for the proper conduct of business and to decide policy matters of the company.
(a) Board meetings:
Meetings of directors are called as board meetings. First meeting of directors should be convened within 30 days from the date of incorporation of the company.
(b) Committee meetings:
This committee should meet at least four times in a year. In case of other companies, the board of directors shall nominate a director to play the role of audit committee which is functioning as a vigil mechanism.
(vi) Special meetings:
(a) Class meeting:
Meetings, which are held by a particular class of share or debenture holders. Eg: preference share holders or debenture holders is known as class meeting. These meetings are held according to the rules and regulations laid by the trust deed.
(b) Meeting of the creditors:
Strictly speaking, these are not meetings of a company. A situation in which a company may wish to arrive at a consensues with the creditors to avoid any crisis or to evolve compromise or introduce any new proposals.
Describe the different types of resolutions which company may pass with suitable matters required for each type of resolution.
There are broadly three types of resolutions namely ordinary resolution, special resolution and resolution special notice.
(i) Ordinary resolution:
An ordinary resolution is one which can be passed by simple majority. Ordinary resolution is required for the following matters.
(a) To change or rectify the name of the company.
(b) To redeem the debentures.
(c) To declare the dividends.
(d) To appoint the directors.
(e) To alter the share capital of the company.
(ii) Special resolutions:
A special resolution is the one which is passed by a not less than 75% of the majority. Special resolutions is required for the following methods.
(a) To change the registered office of the company from one state to another.
(b) To change the objective of the company.
(c) To commence any new business.
(d) To alter the articles of association.
(e) To change the name of the company.
(iii) Resolution requiring special notice:
There are certain matters specified in the companies act 2013, which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting. The following matters require special notice before they are discussed in the meeting.
(a) To appoint an auditor, a person other than a retiring auditor.
(b) To provide expressly that a retiring auditor shall not be reappointed.
(c) To remove a director before the expiry of his period of office.
(d) To appoint a director in the place of a director so removed.
Explain different types of open and secret types of voting.
(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 in which the chairman allows the members to raise their voice in favour or against an issue “yes” for approval and “no” for rejection.
(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.
(ii) Secret procedure:
Secret procedure is adopted to decide certain vital issues. It is a popular voting method that could maintain 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 share holders 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. The votes are counted and the results are announced.
(b) Postal ballot:
Under this method, serially numbered ballot papers are sent by post in sealed covers to the members, who living at a distance 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.
Choose the correct answer:
Mention the status of a Company Secretary in a company:
(a) A member
(b) A director
(c) An independent
(d) An employee contractor
(d) An employee contractor
Who can become a secretary for a company?
(a) Individual person
(b) Partnership firm
(c) Co-operative societies
(d) Trade unions
(a) Individual person
Which meeting will be held only once in the life time of the company?
(b) Annual General
(c) Extra – ordinary
(d) Class General
Board Meetings to be conducted minimum ________ times in a year.
Who is not entitled to speak at the annual general meeting of the company?
Mention the company which need not convene the Statutory Meeting:
(a) Widely held public
(b) Private Limited
(c) Public Limited
(d) Guarantee having a share capital
(b) Private Limited
From the date of its incorporation the First Annual General Meeting is to be conducted within months.
(d) Twenty one
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%
(c) Not less than 75%
A special resolution must be filed with the Registrar within:
(a) 7 days
(b) 14 days
(c) 30 days
(d) 60 days
(c) 30 days
A special resolution is required to:
(a) redeem the debentures
(b) declare dividend
(c) appoint directors
(d) appoint auditor
(d) appoint auditor