Samacheer Kalvi 12th Commerce Chapter 28 Company Secretary Exercise Solutions

How to Use This Page

This page provides complete exercise solutions for Chapter 28: Company Secretary from the Tamil Nadu State Board Class 12 Commerce textbook.

• Begin with the Key Concepts table for a quick review of definitions and key numbers.
• MCQs test your recall of provisions, timelines, and classifications — read every option before choosing.
• Fill in the Blanks and True/False check precise knowledge of numbers, section references, and legal requirements.
• Match the Following connects terms to their definitions — useful for quick revision.
• Brief and Detailed answers follow textbook language; use sub-points and tables in the exam for clarity.
• Common Mistakes highlights the most frequently confused provisions.
• Exam Checklist is your final revision tool — tick off items you are confident about.

Key Concepts (Quick Recap)

I. Choose the Best Answer (MCQs)

Textbook MCQs

Q1. The status of a Company Secretary is

• a) An officer   b) A servant   c) A director   d) An employee contractor

Q2. Who can become a secretary?

• a) Individual person   b) A company   c) A firm   d) An association

Q3. A meeting held only once in the lifetime of a company

• a) Statutory Meeting   b) AGM   c) EGM   d) Board Meeting

Q4. Minimum number of Board Meetings per year

• a) 2   b) 3   c) 4   d) 6

Q5. Who is not entitled to speak at an AGM?

• a) Member   b) Director   c) Proxy   d) Auditor

Q6. Which company is NOT required to convene a Statutory Meeting?

• a) Public Limited   b) Private Limited   c) Government Company   d) Listed Company

Q7. First AGM must be held within

• a) 12 months   b) 15 months   c) Eighteen months   d) 24 months

Q8. Percentage required for a special resolution

• a) 51%   b) 60%   c) Not less than 75%   d) 90%

Q9. Special resolution must be filed with the Registrar within

• a) 15 days   b) 21 days   c) 30 days   d) 45 days

Q10. Special resolution is required to

• a) Change name   b) Declare dividend   c) Approve accounts   d) Appoint auditor

Additional MCQs

Q11. Statutory meeting must be held within

• a) 3 months   b) 4 months   c) 6 months   d) 12 months

Q12. The Latin word 'Secretariats' means

• a) Secret   b) Officer   c) Manager   d) Clerk

Q13. Ordinary resolution is passed by

• a) Simple majority   b) Two-third majority   c) Three-fourth majority   d) Unanimous

Q14. Notice for a meeting must be sent before

• a) 7 days   b) 14 days   c) 21 days   d) 30 days

Q15. A person representing a shareholder at a meeting is called

• a) Proxy   b) Agent   c) Director   d) Nominee

Q16. The requisite number of members at a meeting is called

• a) Quorum   b) Agenda   c) Minutes   d) Motion

Q17. Quorum for a private limited company

• a) 1   b) 2   c) 5   d) 7

Q18. Quorum for a public limited company

• a) 2   b) 3   c) 5   d) 7

Q19. A meeting held only once in a company's lifetime

• a) AGM   b) EGM   c) Board Meeting   d) Statutory Meeting

Q20. A Company Secretary is appointed by

• a) Shareholders   b) Government   c) Board of Directors   d) Managing Director

Q21. Statutory meeting: within how many months, not earlier than how many months?

• a) 6 and 1   b) 3 and 1   c) 6 and 3   d) 12 and 1

Q22. AGM must be convened within

• a) 12 months   b) 18 months   c) 15 months   d) 24 months

Q23. Maximum gap between two consecutive AGMs

• a) 12 months   b) 18 months   c) 12 months   d) 15 months

Q24. A director acts as

• a) Agent   b) Trustee   c) Officer   d) All (Agent, Trustee, Officer)

Q25. Who can call an Extraordinary General Meeting?

• a) CLT   b) Board   c) Requisitionists   d) All (CLT, Board, Requisitionists)

Q26. Decisions taken at a meeting are called

• a) Resolution   b) Motion   c) Agenda   d) Minutes

Q27. Resolution passed by simple majority

• a) Ordinary   b) Special   c) Special Notice   d) Unanimous

Q28. Resolution passed by three-fourth majority

• a) Ordinary   b) Special   c) Special Notice   d) Unanimous

Q29. The word 'vote' comes from the Latin word

• a) Votum   b) Veto   c) Vox   d) Vocal

Q30. Authenticated record of meeting proceedings

• a) Agenda   b) Minutes   c) Resolution   d) Notice

Q31. Odd one out (voting methods): Voice, Ballot, Postal, Show of Hands

• a) Voice (Voice is open voting; others can be secret methods)

Q32. Odd one out (meetings): Statutory, AGM, EGM, Class Meeting

• d) Class Meeting (others are general meetings of all shareholders)

Q33. Not correctly matched

• d) Committee Meeting – Shareholders meeting

Q34. Proxy statements

• d) (i), (ii) and (iii) are correct

II. Fill in the Blanks

1. A Company Secretary is appointed by the Board of Directors. 2. The statutory meeting must be held within 6 months but not earlier than 1 month from commencement of business. 3. The quorum for a private limited company meeting is 2 members. 4. The quorum for a public limited company meeting is 5 members. 5. A special resolution requires not less than 75% (three-fourths) majority. 6. An ordinary resolution is passed by a simple majority. 7. Notice for a meeting must be sent 21 days before the meeting. 8. The first AGM must be held within 18 months of incorporation. 9. The maximum gap between two consecutive AGMs is 15 months. 10. A proxy can attend and vote but cannot speak at the meeting. 11. Minutes must be prepared within 30 days of the meeting. 12. The minimum number of Board meetings per year is 4. 13. A resolution requiring special notice needs 14 days notice before the meeting. 14. The word 'Secretary' comes from the Latin word 'Secretariats' meaning secret.

III. True or False (with corrections)

IV. Match the Following

Match Q1.

Match Q2.

V. Assertion and Reason

Q1. Assertion (A): A Special Resolution requires not less than 75% majority. Reason (R): Votes in favour must be at least 3 times the votes against. Answer: Both (A) and (R) are true, and (R) correctly explains (A). A Special Resolution requires not less than 75% majority — votes in favour must be at least 3 times the votes against.

Q2. Assertion (A): In Voice Voting, the chairman announces the result based on the strength of voices. Reason (R): The chairman allows voices for and against and decides the outcome. Answer: Both (A) and (R) are true, and (R) correctly explains (A). In Voice Voting, the chairman allows voices for and against and announces the result based on the strength of voices.

VI. Answer Briefly (2-mark)

Q1. Who is a Secretary? A secretary is a person responsible for the general performance of an organisation. The secretary ensures compliance with statutory requirements and manages the administrative functions of the company.

Q2. What is a Meeting? A meeting is a gathering of two or more persons for a common goal through verbal interaction. Under the Companies Act, meetings include shareholders' meetings, Board meetings, and committee meetings.

Q3. What is a Resolution? A resolution is the consent of shareholders or the Board required for making decisions. Decisions taken at a meeting through voting are called resolutions.

Q4. What is a Proxy? A proxy is a person appointed by a shareholder to attend and vote at a meeting on their behalf. A proxy can attend and vote but cannot speak at the meeting.

Q5. What is a Vote? The word 'vote' comes from the Latin word 'Votum'. A vote is a formal declaration of opinion for or against a proposal at a meeting.

Q6. What is a Poll? A poll is a method of voting where members tender their vote by ballot to a polling officer. In a poll, voting rights are proportional to the paid-up capital of the shareholder.

Q7. What is a Company Secretary under Section 2(24)? Under Section 2(24), a Company Secretary is an individual with prescribed qualifications, appointed to perform the duties of a secretary as required under the Companies Act.

VII. Answer in Detail (5-mark)

Q1. Explain the functions of a Company Secretary. Statutory Functions: (i) Sign documents requiring authentication (ii) Maintain registers and records as required by law (iii) Give notice for share capital increase (iv) Send meeting notices to members (v) Prepare minutes within 30 days

Non-Statutory Functions: To Directors: Arrange Board meetings, issue notices and agenda, record attendance and minutes, advise on legal matters. To Shareholders: Issue allotment letters, call letters, share certificates, dividend warrants, handle transfers and transmissions. To Office/Staff: Supervision, control, and coordination of office work, maintaining discipline and efficiency.

Q2. Explain the types of company meetings. I. Shareholders' Meetings: (a) Statutory Meeting — The first meeting of a public limited company, held only once in its lifetime, within 6 months but not earlier than 1 month from commencement of business. Private companies need not hold this. (b) Annual General Meeting (AGM) — Held once a year. First AGM must be within 18 months of incorporation. Gap between two consecutive AGMs must not exceed 15 months. Must be held during business hours, not on a public holiday. (c) Extraordinary General Meeting (EGM) — Held between AGMs for urgent matters. Can be called by the Board, CLT, or requisitionists.

II. Directors' Meetings: (a) Board Meeting — First Board meeting within 30 days of incorporation. Minimum 4 per year. (b) Committee Meeting — Audit Committee must meet 4 times per year for listed companies and public companies with Rs 10 crores+ paid-up capital.

III. Special Meetings: (a) Class Meeting — Meeting of a particular class of shareholders (e.g., preference shareholders). (b) Meeting of Creditors — For consensus, compromise, or new proposals.

Q3. Explain the types of voting. I. Open Voting: (a) By Voice — The chairman asks members to say "Aye" (for) or "No" (against) and announces the result based on the strength of voices. (b) By Show of Hands — Members raise their hands for or against the motion. The chairman counts the hands and announces the result.

II. Secret Voting: (a) By Ballot — Members vote using serial numbered ballot papers in a secret chamber. Used when fairness and secrecy are important. (b) By Postal Ballot — Members receive ballot papers by post and return them by post. Used for important decisions requiring wider participation. (c) By Electronic Voting Machine (EVM) — Members press green button for favour and red button to oppose. Modern method used in listed companies.

Poll is another method where members vote by ballot to a polling officer. Voting rights are proportional to paid-up capital.

Q4. What are the qualifications of a Company Secretary? Statutory Qualifications: For companies with paid-up capital Rs 5 crores and above, the secretary must be a member of ICSI (Institute of Company Secretaries of India). Other acceptable qualifications include: B.L. Degree, Chartered Accountant (CA), M.Com, ICWA. Other Qualifications: Knowledge of the Companies Act, Business Laws, Economic Laws, Accounting, Labour Laws, Company Management, and Human Resource Management. Good communication skills, integrity, and professional competence are essential.

Q5. How is a Company Secretary appointed? Under Sections 2(247), 203, and 204, only a member of ICSI can be appointed as Company Secretary. There are two methods of appointment: (i) By Promoters — Before incorporation, the first secretary is named in the Articles of Association (AOA). This is the promoter's method. (ii) By First Board of Directors — After registration, the Board appoints the secretary by passing a Board resolution. This is the most common method.

The Company Secretary is an employee of the company and holds office during the pleasure of the Board.

Q6. What are the powers and rights of a Company Secretary? Powers: Exercise power as granted by the Board, attend meetings, supervise and control office operations, sign contracts as principal officer. Rights: Claim salary and allowances, preferential creditor during winding up, attend Board meetings and general meetings, access company records, sign documents requiring authentication.

Q7. What are the liabilities of a Company Secretary? Statutory Liabilities: Register files with the Registrar, arrange AGM, send proper notice, maintain minutes, issue share certificates, file statutory returns. Contractual Liabilities: Abide by the contract of employment, follow directions of the Board, maintain secrecy of company affairs, exercise due care and skill, never act beyond authority, not make any secret profit from the position.

Q8. Explain the types of resolutions. 1. Ordinary Resolution: Passed by simple majority (more than 50% of members present and voting). Used for: changing company name, altering share capital, redeeming debentures, declaring dividends, approving accounts, appointing directors. 2. Special Resolution: Passed by not less than 75% (three-fourths) majority — votes in favour must be at least 3 times the votes against. Must be filed with the Registrar within 30 days. Used for: changing registered office from one state to another, changing objects, altering AOA, commencing new business, appointing auditor. 3. Resolution Requiring Special Notice: 14 days notice must be given before the meeting. Used for: removing a director before expiry of term, appointing a replacement director, re-appointing a retiring auditor.

Common Mistakes to Avoid

• Statutory meeting timing: Within 6 months but NOT earlier than 1 month from commencement. Students often miss the "not earlier than 1 month" condition.
• AGM gap: Maximum 15 months between two consecutive AGMs, not 18 months. First AGM must be within 18 months.
• Proxy rights: A proxy can attend and vote but CANNOT speak at the meeting.
• Special resolution percentage: 75% (three-fourths), not 2/3rd or simple majority.
• Quorum numbers: Private — 2 members; Public — 5 members. Do not confuse these.
• Ordinary vs Special resolution: Ordinary = simple majority (51%+); Special = 75% (3/4th). Know which items need which type.
• Voting types: Voice and Show of Hands are OPEN voting; Ballot, Postal, EVM are SECRET voting.
• Secretary appointment: Only ICSI member for Rs 5 cr+ companies. Two methods: by promoters (in AOA) or by Board resolution.
• Notice periods: 21 days for meetings, 14 days for special notice resolutions, 30 days for filing special resolutions with Registrar.

Exam Checklist

• [ ] Can list all 3 types of shareholders' meetings with key rules
• [ ] Know statutory meeting timing: within 6 months, not earlier than 1 month
• [ ] Can explain AGM requirements: 18 months first, 15 months gap, business hours, not public holiday
• [ ] Can list 5 statutory functions and 3 categories of non-statutory functions of secretary
• [ ] Know 6 types of voting (2 open, 3 secret, plus poll)
• [ ] Can differentiate ordinary, special, and special notice resolutions with examples
• [ ] Remember quorum: Private-2, Public-5
• [ ] Know qualifications: ACS for Rs 5 cr+ companies, or BL/CA/MCom/ICWA
• [ ] Can list powers and 2 categories of liabilities of company secretary
• [ ] Remember: 21 days notice for meetings, 30 days for special resolution filing
• [ ] Know appointment methods: By promoters (in AOA) and by Board resolution
• [ ] Know EGM can be called by: CLT, Board, or requisitionists