Maharashtra Board Class 11 Secretarial Practice Important Questions Chapter 7 Company Meetings – I

Balbharti Maharashtra State Board Class 11 Secretarial Practice Important Questions Chapter 7 Company Meetings – I Important Questions and Answers.

Maharashtra State Board 11th Secretarial Practice Important Questions Chapter 7 Company Meetings – I

1A. Select the correct answer from the options given below and rewrite the statements.

Question 1.
The business to be transacted at the meeting is called _____________
(a) Agenda
(b) Minutes
(c) Notice
Answer:
(a) Agenda

Question 2.
A proxy form must be deposited in the registered office of the company at least _____________ hours before the meeting.
(a) 48
(b) 24
(c) 12
Answer:
(a) 48

Question 3.
A copy of the special resolution must be filed with the registrar within _____________ days of the passing resolution.
(a) 30
(b) 60
(c) 90
Answer:
(a) 30

Question 4.
Quorum for a private company is _____________ members.
(a) 15
(b) 5
(c) 2
Answer:
(c) 2

Question 5.
Point of order can be raised by _____________
(a) Chairman
(b) Secretary
(c) Member
Answer:
(c) Member

Question 6.
One share one vote’ is a voting method following under _____________
(a) voting by show of hands
(b) voting by ballot
(c) voting by-poll
Answer:
(c) voting by-poll

Question 7.
A motion which is changed due to an amendment is called _____________ motion.
(a) Formal
(b) Substantive
(c) Closure
Answer:
(b) Substantive

1B. Match the pairs.

Question 1.

Group ‘A’	Group ‘B’
(a) Agenda	(1) Alteration in the original motion
(b) Amendment	(2) Extra vote for chairman
(c) Point of Order	(3) Rejected a motion
(d) Casting Vote	(4) Objection raised by a member in the meeting
(e) Resolution	(5) List of items to be transacted at the meeting
	(6) Alteration in a Resolution
	(7) Suggestion given by the member in the meeting
	(8) Accepted Motion
	(9) Only important items to be discussed at the meeting
	(10) Extra vote for Directors

Answer:

Group ‘A’	Group ‘B’
(a) Agenda	(5) List of items to be transacted at the meeting
(b) Amendment	(1) Alteration in the original motion
(c) Point of Order	(4) Objection raised by a member in the meeting
(d) Casting Vote	(2) Extra vote for chairman
(e) Resolution	(8) Accepted Motion

1C. Write a word or a term or a phrase that can substitute each of the following statements.

Question 1.
A list of items to be transacted at the meeting.
Answer:
Agenda

Question 2.
The minimum number of members to be present for a valid meeting.
Answer:
Quorum

Question 3.
The person who presides over the meeting.
Answer:
Chairman

Question 4.
A proposal is put before the meeting for discussion and decision.
Answer:
Motion

Question 5.
A motion finally passed at the meeting.
Answer:
Resolution

Question 6.
An alteration was proposed to the original motion.
Answer:
Amendment

Question 7.
A motion which brings to the notice of the Chairman the irregularities at the meeting.
Answer:
Point of Order

Question 8.
A person appointed by a member to attend and vote at the meeting.
Answer:
Proxy

Question 9.
An extra vote for the Chairman in case of tie-in votes.
Answer:
Casting vote

1D. State whether the following statements are True or False.

Question 1.
A proxy can vote under the poll method.
Answer:
True

Question 2.
Notice of the meeting must be given 14 days in advance.
Answer:
False

Question 3.
An agenda is sent along with the notice.
Answer:
True

Question 4.
Secretary has to sign the minutes book.
Answer:
False

Question 5.
Motion is a final decision of the meeting.
Answer:
False

Question 6.
Alteration can be done only by adding some new words.
Answer:
False

Question 7.
Point of Order is an objection raised by a member.
Answer:
True

Question 8.
Chairman can exercise casting votes in case of tie-in votes.
Answer:
True

Question 9.
A proxy cannot speak at the meeting.
Answer:
True

Question 10.
Secrecy can be maintained under voting by the show of hands method.
Answer:
False

Question 11.
A proxy need not be a member of the company.
Answer:
True

1E. Find the odd one.

Question 1.
Ordinary, Resolution, Special Resolution, Formal Motion.
Answer:
Formal Motion

Question 2.
Voting by voice, Voting by Ballot, Casting vote.
Answer:
Casting vote

Question 3.
Formal Motion, Substantive Motion, Resolution.
Answer:
Resolution

Question 4.
Voting by Poll, Voting by show of hands, Virtual voting.
Answer:
Virtual voting

Question 5.
Bare Statement Agenda, Draft Minutes Agenda, Minutes.
Answer:
Minutes

1F. Complete the sentences.

Question 1.
A person who presides over the meeting is known as _____________
Answer:
Chairman

Question 2.
Agenda is sent along with _____________
Answer:
Notice

Question 3.
Quorum for a private company is _____________
Answer:
2 members

Question 4.
A person responsible for proper conduct and to maintain order in the meeting is _____________
Answer:
Chairman

Question 5.
A motion which is changed due to amendment is called _____________
Answer:
Substantive motion

Question 6.
A resolution passed by simple majority is called _____________
Answer:
Ordinary Resolution

Question 7.
A special resolution, within 30 days of its passing must be filed with _____________
Answer:
Registrar of Companies

Question 8.
A representative of a member in a meeting is called _____________
Answer:
Proxy

1G. Select the correct option from the bracket.

Question 1.

Group ‘A’	Group ‘B’
(1) Voting by voice	……………………..
(2) …………………	21 clear days
(3) Up to 1000 shareholders	……………………
(4) ……………………..	15 days
(5) More than 5000 shareholders	…………………….
(6) ……………………	Writing
(7) Voting by Poll	…………………….
(8) ……………………	Objection
(9) Resolution by circulation	……………………
(10) …………………	Chairman

(Casting vote, Point of order, Directors, Motion, Secret method, Quorum is 5 members, Notice, Yes or No, Quorum is 30 members, Minutes)
Answer:

Group ‘A’	Group ‘B’
(1) Voting by voice	Yes or No
(2) Notice	21 clear days
(3) Up to 1000 shareholders	Quorum is 5 members
(4) Minutes	15 days
(5) More than 5000 shareholders	Quorum is 30 members
(6) Motion	Writing
(7) Voting by-poll	Secret method
(8) Point of order	Objection
(9) Resolution by circulation	Directors
(10) Casting vote	Chairman

1H. Answer in one sentence.

Question 1.
What is a quorum?
Answer:
Quorum is the minimum number of members required to be present for a valid meeting.

Question 2.
What is a proxy?
Answer:
A proxy is a person, who can attend and vote at the meeting on behalf of an absent member.

Question 3.
What is motion?
Answer:
A motion is a proposal put before the meeting for discussion and decision.

Question 4.
What is Resolution?
Answer:
A motion accepted in a meeting is called Resolution.

1I. Correct the underlined word and rewrite the following sentences.

Question 1.
The minimum number of members required to be present at a meeting’s called proxy.
Answer:
The minimum number of members required to be present at a meeting’s called Quorum.

Question 2.
Director draft s the minutes of a meeting.
Answer:
Secretary draft s the minutes of a meeting.

Question 3.
Voting by show of hands is a capitalistic method.
Answer:
Voting by show of hands is a democratic method.

Question 4.
The ordinary resolution requires a 75% majority of votes.
Answer:
A special resolution requires a 75% majority of votes.

Question 5.
Agenda is a record of business transacted at the meeting.
Answer:
Minutes is a record of business transacted at the meeting.

Question 6.
A notice period of general meeting needs 7 clear days.
Answer:
A notice period of general meeting needs 21 clear days.

1J. Arrange in proper order.

Question 1.
(a) Chairman
(b) Agenda
(c) Amendment
Answer:
(a) Agenda
(b) Chairman
(c) Amendment

Question 2.
(a) Point of order
(b) Quorum
(c) Motion
Answer:
(a) Quorum
(b) Motion
(c) Point of order

2. Distinguish between the following.

Question 1.
Motion and Amendment
Answer:

Basis	Motion	Amendment
1. Meaning	Motion is a written proposal placed before the meeting for decision and discussion.	An amendment is an alteration or modification proposed to the original motion.
2. Purpose	The main purpose of the motion is to discuss and to make proper decisions.	The main purpose of an amendment is to revise or modify the main motion.
3. Right to speak	Every member can speak only once either in favour or against the motion.	Only those members who have not spoken on the original motion can speak on an amendment.
4. Effect	When a motion is accepted by the majority in the meeting, it becomes a resolution.	When an amendment is approved by the majority, it becomes a part of the resolution.
5. Mover	Mover of the motion can speak twice on his own motions.	Mover of the amendment can speak only once on his own amendment.

Question 2.
Ordinary Resolution and Special Resolution
Answer:

Basis	Ordinary Resolution	Special Resolution
1. Meaning	The resolution which is passed by a simple majority of votes is called Ordinary resolution.	The resolution which is passed by 3/4th majority of votes is called a Special resolution.
2. Majority	It requires more than 50% of the majority.	It requires at least a 75% majority of votes.
3. Filing	It is not filed with the Registrar of companies.	It is filed with the Registrar of companies within 30 days of passing the resolution.
4. Business transacted	It is necessary for routine and ordinary business.	It is necessary for special business.
5. Examples	Appointment of auditors, declaration of dividend, the election of directors, etc.	Change in the name of the company, alteration in object clause, reduction in spare capital, etc.

3. Answer in brief.

Question 1.
State the importance of the Agenda.
Answer:
Agenda is a list of items to be discussed or things to be done or the business to be transacted at the meeting. It is sent along with the notice. A secretary prepares the agenda in consultation with the Chairman.
Importance of Agenda:

Members come to know about the matter to be discussed at the meeting.
Members can come well prepared for the meeting, as the agenda is sent along with notice (21 clear days) before the meeting.
The agenda helps the chairman to conduct the meeting efficiently.
Items can be discussed as per the order mentioned in the agenda.
All items are discussed at the meeting. Routine matters are discussed first, followed by special matters.

Question 2.
State the provisions regarding Quorum.
Answer:
Quorum is the minimum number of members required to be present for transacting a valid business. Without a quorum, the proceeding of the meeting becomes invalid. The quorum should be present throughout the meeting i.e. from beginning till the end of the meeting. Secretary must check the quorum before the commencement of the meeting.

Provision relating to Quorum (Companies Act, 2013)
(i) Quorum for General Meeting:

In the case of a Public Company: Quorum depends on a number of shareholders.

No. of shareholders	Quorum
Up to 1000	5 members
1000 – 5000	15 members
More than 5000	30 members

In the case of a Private Company: Two members personally present shall be the quorum for the meeting.

(ii) Quorum for Board Meeting:
According to the provision in the Companies Act, a quorum for the board meeting is l/3rd of its total directors or two directors whichever is higher. Any fraction should be rounded to one.

4. Justify the following statements.

Question 1.
Resolution cannot be amended
Answer:
(i) When a motion is accepted in a meeting it becomes a resolution.
(ii) When a motion is under discussion it can be amended.
(iii) Resolution is a final decision, it cannot be changed.
(iv) Motion is passed in the meeting after a required discussion on a particular matter.
(v) A resolution cannot be amended as it is a final decision taken in the meeting.
Thus, the resolution cannot be amended.

Question 2.
Quorum is required throughout the meeting.
Answer:

a minimum number of members required for a valid meeting is a quorum.
Members present in the beginning should be present during the entire period of the meeting.
If the quorum is not present, the meeting stands adjourned for the next week same day, same time, and same place.
In the absence of a quorum, if any meeting is conducted it is considered an invalid meeting.
If any resolution is passed in the absence of a quorum, then such resolution is considered an invalid and illegal resolution.
Thus, a quorum is required throughout the meeting.

Question 3.
The chairman has the right of casting vote.
Answer:

A casting vote is a special type of vote given only by the Chairman of the meeting.
It is an additional vote given to the Chairman in case of equality of votes in favour and against a motion.
The chairman can use his vote only in the case of a tie.
This means when the votes cast for and against the resolution are equal.
It is a decisive vote as the final decision depends on the manner in which it is used by the Chairman.
The purpose of the casting vote is to have some definite decision on the matter for discussion before the meeting.
As per the provision in the Articles of Association, this vote can be exercised only by the chairman of the meeting.
Hence, the chairman has the right of casting vote.
Thus, the chairman has the right of casting vote.

Question 4.
Minutes of a meeting, once approved cannot be changed.
Answer:

Minutes are the factual and official records of the proceedings of the meeting in the form of decisions and resolutions.
Minutes are the legal evidence of the proceedings conducted in a meeting.
They cannot be changed once they are finalized and confirmed by the Chairman.
If any rectification is to be done and is necessary, it is carried out by passing a resolution in the next meeting and recording the same in the minute’s book.
Thus, the minutes of a meeting, once approved cannot be changed.

Question 5.
The agenda is useful to the chairman of the meeting.
Answer:

Agenda means a list of items to be done at the meeting.
It is a programme of the meeting.
It is prepared by the secretary in consultation with the chairman.
It is a guideline to the chairman of the meeting.
It enables the chairman to conduct the business of the meeting in an orderly manner.
Routine matters which can be discussed and decided in fewer times are arranged first in the serial order, after that special business or time-consuming matters.
This makes it easy for the chairman to go through it and discuss the matters.
Thus, the agenda is useful to the chairman of the meeting.

5. Answer the following questions.

Question 1.
Explain the kind of motion.
Answer:
A motion is a proposal put before the meeting for discussion and decision. A person who proposes a motion is called a proposer or a mover of a motion.
Kinds of Motion:

Formal Motion
Substantive Motion

(i) Formal Motion:
Formal motions are moved for the purpose of preventing or delaying or speeding up discussion on a motion.
Types of Formal Motion:
(a) Closure Motion:
This motion is moved when sufficient time is spent on the discussion of a particular motion. Any member can propose that ‘The question be now put’ to vote. This is a closure motion. The main object of this motion is to avoid waste of time and to arrive at a quick decision. If this motion is put to vote and if the majority approves, no further discussion is permitted.

(b) Previous Question Motion:
The main purpose of this motion is to prevent discussion on the main motion. When a member feels that it is unwise to consider the main motion, they may move the previous question. The wording of this motion is ‘The question be not now put’. If it is carried, the discussion on the main motion is dropped. If the previous question is lost, the original motion is put to vote.

(c) Next Business Motion:
The purpose of the motion is similar to the previous question motion. The wording of the motion is ‘The meeting to proceed to next business. Such a motion is moved when a member feels that the main motion under discussion is of little importance and other items of importance remain to be transacted. If it is carried, the original motion is dropped at once and the meeting proceeds to the next business.

(d) Adjournment of Debate Motion:
The main aim of this motion is to postpone the debate. The wordings of this motion are ‘The debate on the subject is adjourned’. The mover of the motion feels that some extra information is needed for further discussion and the discussion should be delayed for some time. If this motion is carried, the debate will be adjourned. If it is lost, the debate continues.

(e) Adjournment of Meeting:
The main aim of this motion is to postpone the meeting for a particular period or indefinite period. The wording of this motion is ‘The meeting be now adjourned’. If it is carried the meeting is postponed to a future date. If it is lost, the meeting continues.

(ii) Substantive Motion:
A motion that is changed due to an amendment is called a substantive motion. When an amendment is passed, it is incorporated in the original motion and the substantive motion is put to vote. If it is passed, it becomes a resolution.

Question 2.
Explain the essentials of notice of a meeting.
Answer:
Notice is an advance intimation given by the company informing the day, date, time, and place of meeting and business to be transacted at the meeting. It is given in writing to all those who are entitled to receive it.
(i) Essentials of the notice of a meeting:

Nature and type of meeting.
The exact day, date, time, and place of the meeting.
The agenda of the meeting.
A statement of a member entitled to attend the meeting and appoint a proxy.
Any intention to pass a special resolution must be mentioned in the notice.
Statutory note and explanation, if any special business is to be transacted.

(ii) Proper authority to send notice:
The Board of Directors is the proper authority to send the notice. Under exceptional circumstances, members of the National Company Law Tribunal or Central Government may send a notice for the meeting.

(iii) Proper authority to receive notice:

All shareholders in case of the shareholders meeting.
Auditors, in case of Annual General Meeting.
The legal representative of the deceased or insolvent person.
First name in Register of members, in case of joint holders.
All directors in case of Board Meeting and General Meeting.

(iv) Period of Notice:
In the case of a general meeting, notice must be sent 21 clear days before the actual meeting (day of sending and day of meeting are excluded). In the case of a Board meeting, 7 days’ notice is required.

(v) Modes of serving notice:

It can be sent either personally or by ordinary post at the registered address of the member in India.
If no registered address in India, then it can be sent to the address, given by the members.
It can be sent by registered post if requested by the member. Charges for the same are to be paid in advance.
It is to be advertised in all leading newspapers, (English and regional language) where the registered office is situated.
It can also be sent through electronic mode i.e. email.

(vi) A statement to be sent along with notice:
In case any special business is to be transacted in the general meeting, an explanatory statement to that effect is to be annexed to the notice.

(vii) Omission to give notice:
If notice is not served to one or more members deliberately, the meeting stands invalid.