12th Standard Commerce — Company Secretary Online Test
Chapter 28 of 12th Commerce explains the company secretary: the meaning and legal definition, statutory and other qualifications, appointment, statutory and non-statutory functions, rights and dismissal, and then the kinds of company meetings, the three types of resolutions, and the open and secret methods of voting, with quorum and proxy.
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About Company Secretary
Medium ~45 min study
Company Secretary is the last chapter of Unit 10, Company Law and Secretarial Practice, in the Tamil Nadu State Board Class 12 Commerce book. A company is an artificial person; it needs people to run it, and the secretary is the principal officer who handles its legal and administrative work.
The lesson defines the secretary under Section 2(24) of the Companies Act, 2013, lists the qualifications, and explains who appoints him, what he must do under the Companies Act, Income-tax Act, Stamp Act and other laws, his rights, and when he may be dismissed. The second half covers company meetings, resolutions and voting.
This page gathers the five book-back one mark questions, with answers checked against the book's key and the lesson, plus additional questions on every section, each with a short explanation.
What you'll learn
- Define a company secretary and state the origin of the word.
- List the statutory and other qualifications of a secretary.
- Explain how the first and later secretaries are appointed.
- Distinguish statutory from non-statutory functions of a secretary.
- Classify company meetings and state the time limits for each.
- Compare ordinary, special and special-notice resolutions and the methods of voting.
Before you start
- The meaning of a joint stock company and its features from Class 11 Commerce.
- Basic ideas of shareholders, directors, Memorandum and Articles of Association.
Topics covered in this chapter
Company Secretary explained
What this lesson covers
Meaning and qualifications
The word secretary comes from the Latin 'Secretarius', meaning secret. A secretary of a company with paid-up capital of 5 crore or more must be a member of the Institute of Company Secretaries of India.
Appointment, functions and rights
- Appointment: the first secretary by the promoters, later by the first board of directors.
- Functions: statutory (Companies Act and other laws) and non-statutory (towards directors, shareholders, office and staff).
- Rights: supervision, signing authority, salary and damages, preferential creditor in winding up, attending meetings.
Meetings
- Shareholders: statutory meeting, annual general meeting, extra-ordinary general meeting.
- Directors: board meetings and committee meetings.
- Special: class meetings and meetings of creditors.
Resolutions and voting
Ordinary resolutions pass by simple majority, special resolutions by 75 percent, and some matters need 14 days' special notice. Voting is open (voice, show of hands) or secret (ballot, postal ballot).
Common mistakes to avoid
- Confusing the 18-month limit for the first AGM with the 15-month maximum gap between two AGMs.
- Thinking every company must hold a statutory meeting. A private company or a public company with no share capital need not.
- Mixing up special resolution (75 percent majority) with resolution requiring special notice (14 days' notice).
- Calling voice voting a secret procedure. Voice and show of hands are open; ballot and postal ballot are secret.
- Forgetting that the secretary can claim his dues as a preferential creditor in winding up.
Test yourself on these with the practice test, then check the worked reasoning in the solved MCQs.
Frequently asked questions
Who is a company secretary?
Under Section 2(24) of the Companies Act, 2013, a company secretary is an individual possessing the prescribed qualifications, appointed to perform the duties of a secretary under the Act and other ministerial or administrative duties.
Who appoints the first secretary of a company?
The promoters appoint the first secretary at the pre-incorporation stage and mention his name in the Articles of Association. After registration the first board of directors may continue him or appoint a new secretary.
What is a statutory meeting?
It is the first general meeting of a public company, held within six months but not earlier than one month from the commencement of business. It is held only once in the lifetime of the company.
When must the first annual general meeting be held?
Within eighteen months from the date of registration. After that an AGM is held every year, and the gap between two AGMs must not exceed fifteen months.
What is a special resolution?
A resolution passed by not less than 75 percent majority, so that the votes in favour are at least three times the votes against. Its intention must be stated in the notice of the meeting.
What is a proxy?
A proxy is a person who represents a shareholder at a company meeting as his agent. He need not be a member, and the proxy form must reach the registered office at least 48 hours before the meeting.
What is quorum?
Quorum is the requisite number of persons who must be present at a meeting. A single person cannot constitute a meeting.
Last updated 16 October 2026