29 extra multiple-choice questions for Company Secretary (12th Standard Commerce, Samacheer Kalvi), beyond the ones printed in the textbook — each with the correct option highlighted and a clear, worked explanation. Free to read in English and Tamil.
Q1
The word 'secretary' is derived from the Latin word 'Secretarius', which means
- A. Servant
- B. SecretCorrect
- C. Writer
- D. Manager
Explanation. The lesson traces the word secretary to the Latin 'Secretarius', meaning secret. A secretary is appointed to handle confidential matters and manage the day-to-day business of the company.
Q2
Which section of the Companies Act, 2013 defines 'Company Secretary' as an individual possessing the prescribed qualifications, appointed to perform the duties of a secretary under the Act?
- A. Section 2(45)
- B. Section 47
- C. Section 2(24)Correct
- D. Section 204
Explanation. Section 2(24) of the Companies Act, 2013 defines a company secretary as an individual with the prescribed qualifications appointed to perform a secretary's duties and other ministerial or administrative duties.
Q3
Since an amendment of the Companies Act in which year can only a person having prescribed qualifications be appointed secretary of a company?
- A. 1956
- B. 1975
- C. 1994Correct
- D. 2013
Explanation. The lesson states that since the amendment of the Companies Act in 1994, only a person with the prescribed qualifications can be appointed secretary of a company.
Q4
The secretary of a company having a paid-up share capital of Rs. 5 crore or more must be a member of
- A. The Institute of Chartered Accountants of India
- B. The Institute of Company Secretaries of IndiaCorrect
- C. The Institute of Cost and Works Accountants of India
- D. Any Indian Law Institute
Explanation. For a company with paid-up share capital of 5 crore or more, the secretary must be a member of the Institute of Company Secretaries of India; a member of the Institute of Chartered Secretaries of London is also eligible.
Q5
Consider the following statements about the appointment of a company secretary:
1. The first secretary is appointed by the promoters at the pre-incorporation stage.
2. The name of the first secretary is mentioned in the Articles of Association.
3. The first board of directors cannot replace the secretary appointed by the promoters.
Which of the statements given above is/are correct?
- A. 1 only
- B. 1 and 2 onlyCorrect
- C. 2 and 3 only
- D. 1, 2 and 3
Explanation. Promoters appoint the first secretary before incorporation and name him in the Articles. After registration the first board may continue that secretary or appoint a new one, so statement 3 is wrong.
Q6
As a statutory function, the company secretary must prepare the minutes of every general meeting and board meeting within
- A. 7 days
- B. 14 days
- C. 21 days
- D. 30 daysCorrect
Explanation. Among the secretary's statutory functions under the Companies Act, 2013 is preparing the minutes of every general meeting and board meeting within 30 days.
Q7
Match the Act with the secretary's duty under it:
(a) Income-tax Act - (1) Proper stamps on share certificates and letters of allotment
(b) Indian Stamp Act - (2) Timely tax returns and payment of tax on sales
(c) Sales-tax Act - (3) Issue of TDS certificates to employees and shareholders
(d) Factories Act - (4) Compliance with labour laws in a manufacturing company
- A. a-3, b-1, c-2, d-4Correct
- B. a-1, b-3, c-2, d-4
- C. a-3, b-2, c-1, d-4
- D. a-2, b-1, c-3, d-4
Explanation. Under the Income-tax Act the secretary ensures TDS certificates are issued; under the Stamp Act he checks stamps on documents; under the Sales-tax Act he files returns; a manufacturing company must also follow the Factories Act and labour laws.
Q8
Pick the odd one out among the functions of a company secretary.
- A. Functions as agent of directors
- B. Functions towards shareholders
- C. Signing and sending the annual returnCorrect
- D. Functions towards office and staff
Explanation. Non-statutory functions are grouped as those towards directors, shareholders, and office and staff. Signing and sending the annual return is a statutory function under the Companies Act, 2013.
Q9
During the winding up of a company, the company secretary can claim his legal dues on a preferential basis. This right makes him a
- A. Preferential creditorCorrect
- B. Debenture holder
- C. Secured shareholder
- D. Contributory
Explanation. Among the rights of a company secretary, the lesson lists the right of a preferential creditor: in a winding up he can claim his legal dues on a preferential basis.
Q10
Assertion (A): The board of directors can remove a company secretary at any time, with or without a reason.
Reason (R): The relationship between the company and its secretary is governed by the law of master and servant.
- A. Both A and R are true and R is the correct explanation of ACorrect
- B. Both A and R are true but R is not the correct explanation of A
- C. A is true but R is false
- D. A is false but R is true
Explanation. Because the law of master and servant governs the relationship, the secretary may be dismissed like an ordinary servant, and the board has absolute discretion to remove him at any time, for any reason or none.
Q11
Which one of the following is NOT listed in the lesson as a situation in which a company secretary may be dismissed?
- A. When his term of appointment has expired
- B. When he makes a secret profit
- C. When he suffers from permanent mental and physical disabilities
- D. When he buys shares of the companyCorrect
Explanation. The listed grounds are expiry of term, proper notice under the agreement, secret profit, misconduct, moral turpitude, negligence or incompetence, and permanent mental and physical disability. Buying the company's shares is not one of them.
Q12
Under the Companies Act, 2013, a class meeting of preference shareholders or debenture holders falls under which kind of company meetings?
- A. Meetings of shareholders
- B. Meetings of the directors
- C. Special meetingsCorrect
- D. Committee meetings
Explanation. Company meetings are classified as meetings of shareholders, meetings of directors and special meetings. Special meetings include class meetings and meetings of creditors and debenture holders.
Q13
A public company must hold its statutory meeting
- A. Within 6 months, but not earlier than one month, from the date of commencement of businessCorrect
- B. Within 18 months from the date of registration
- C. Within 30 days from the date of incorporation
- D. Once every year during business hours
Explanation. The statutory meeting, the first general meeting of a public company, must be held within six months but not earlier than one month from the commencement of business. It is held only once in the company's life.
Q14
Which of the following companies need not conduct a statutory meeting?
- A. A listed public company
- B. A private companyCorrect
- C. A public company with a share capital
- D. A public company with paid-up capital of 10 crore
Explanation. The lesson states that a private company, or a public company having no share capital, need not conduct a statutory meeting. Every public company with a share capital must hold one.
Q15
The time gap between two annual general meetings of a company should not be more than
- A. Twelve months
- B. Fifteen monthsCorrect
- C. Eighteen months
- D. Twenty one months
Explanation. After the first AGM, which is held within eighteen months of registration, a general meeting is held every year, and the gap between two annual general meetings must not exceed fifteen months.
Q16
A general meeting held between two annual general meetings to deal with some urgent or special business is called
- A. Statutory meeting
- B. Board meeting
- C. Class meeting
- D. Extra-ordinary general meetingCorrect
Explanation. Statutory and annual general meetings are the ordinary meetings. Any other general meeting, called between two AGMs for urgent or special business, is an extra-ordinary general meeting.
Q17
The first meeting of the board of directors should be convened within how many days from the date of incorporation of the company?
- A. 14 days
- B. 21 days
- C. 30 daysCorrect
- D. 60 days
Explanation. Board meetings give directors a platform to discuss business and take formal decisions. The lesson states that the first board meeting must be convened within 30 days from the date of incorporation.
Q18
Consider the following statements about the audit committee:
1. Every listed company must have an audit committee.
2. Every other public company with a paid-up share capital of 10 crore must also have one.
3. The committee should meet at least twice in a year.
Which of the statements given above is/are correct?
- A. 1 only
- B. 1 and 2 onlyCorrect
- C. 2 and 3 only
- D. 1, 2 and 3
Explanation. Every listed company and every other public company with paid-up share capital of 10 crore must have an audit committee, and it should meet at least four times a year, not twice. So only statements 1 and 2 are correct.
Q19
Consider the following statements about meetings of creditors:
1. Strictly speaking, they are not meetings of the company.
2. A company may call them to reach a compromise with creditors or to avoid a crisis.
Which of the statements given above is/are correct?
- A. 1 only
- B. 2 only
- C. Both 1 and 2Correct
- D. Neither 1 nor 2
Explanation. The lesson says meetings of creditors are, strictly speaking, not meetings of the company; a company holds them to arrive at a consensus with its creditors, avoid a crisis, reach a compromise or introduce new proposals.
Q20
A resolution passed by a simple majority, where the votes cast in favour exceed the votes cast against, is called
- A. An ordinary resolutionCorrect
- B. A special resolution
- C. A resolution requiring special notice
- D. A board resolution
Explanation. An ordinary resolution is passed by a simple majority: the votes cast in its favour by members entitled to vote are more than the votes cast against it.
Q21
A special resolution is passed only when the votes cast in its favour are at least
- A. Equal to the votes cast against it
- B. Twice the votes cast against it
- C. Three times the votes cast against itCorrect
- D. Four times the votes cast against it
Explanation. A special resolution needs a majority of not less than 75 percent, so the votes in favour must be at least three times the votes against. Its intention must be stated in the notice of the general meeting.
Q22
Which of the following matters requires a special resolution rather than an ordinary resolution?
- A. Declaring dividends
- B. Appointing the directors
- C. Redeeming the debentures
- D. Changing the registered office from one state to anotherCorrect
Explanation. Shifting the registered office from one state to another is listed among matters needing a special resolution. Declaring dividends, appointing directors and redeeming debentures need only an ordinary resolution.
Q23
For a resolution requiring special notice, the notice of intention must be given to the company at least how many days before the meeting?
- A. 7 days
- B. 14 daysCorrect
- C. 21 days
- D. 30 days
Explanation. Certain matters under the Companies Act, 2013 may be discussed at a general meeting only if special notice is given at least 14 days before the meeting.
Q24
Which of the following matters requires a special notice before it is discussed at a general meeting?
- A. Removing a director before the expiry of his period of officeCorrect
- B. Approving the annual accounts and balance sheet
- C. Commencing a new business
- D. Altering the Articles of Association
Explanation. Removing a director before his term ends, and appointing another in his place, need special notice. Approving annual accounts needs an ordinary resolution; a new business and altering the Articles need a special resolution.
Q25
Match the method of voting with the procedure it belongs to or its feature:
(a) Voice voting - (1) Secret procedure, used when members are scattered all over the country
(b) Show of hands - (2) Open procedure, result based on the strength of 'Yes' and 'No' shouted
(c) Ballot - (3) Open procedure, chairman counts the hands raised for and against
(d) Postal ballot - (4) Secret procedure, serially numbered paper dropped in a ballot box
- A. a-2, b-3, c-4, d-1Correct
- B. a-3, b-2, c-4, d-1
- C. a-2, b-3, c-1, d-4
- D. a-4, b-3, c-2, d-1
Explanation. Voice voting and show of hands are open procedures; ballot and postal ballot are secret procedures. Postal ballot suits big companies whose members live far away and cannot attend the meeting.
Q26
Voice voting is described in the lesson as unscientific because
- A. It needs ballot papers to be sent by post
- B. The chairman announces the result only on the strength of the words shoutedCorrect
- C. Only directors are allowed to vote
- D. Votes are counted by tellers in secret
Explanation. In voice voting members shout 'Yes' or 'No' and the chairman declares the result on the strength of the voices. Nothing is counted, so it is unscientific and cannot be used to decide complex issues.
Q27
The requisite number of persons who must be present for a meeting to be valid is called
- A. Proxy
- B. Motion
- C. QuorumCorrect
- D. Agenda
Explanation. A single person cannot constitute a meeting, so the required number of people must be present. The lesson calls this requisite number of persons at the meeting the quorum.
Q28
Consider the following statements about a proxy, based on the specimen notice and proxy form in the lesson:
1. A proxy need not be a member of the company.
2. The instrument appointing a proxy must reach the registered office at least 48 hours before the meeting.
Which of the statements given above is/are correct?
- A. 1 only
- B. 2 only
- C. Both 1 and 2Correct
- D. Neither 1 nor 2
Explanation. A proxy represents a shareholder at a company meeting. The specimen notice says a proxy need not be a member, and the proxy form must be deposited at the registered office not less than 48 hours before the meeting.
Q29
According to the lesson, a decision taken at a meeting, that is, a motion put to vote and passed with the required quorum, is called a
- A. ResolutionCorrect
- B. Minute
- C. Agenda
- D. Proxy
Explanation. Under the Companies Act, 2013 decisions taken at a meeting are called resolutions: a motion, with or without amendments, put to vote and passed with the required quorum becomes a resolution.
