According to Section 2(24) of the Companies Act, 2013 defines "Company Secretary" or "Secretary" means any individual possessing the prescribed qualifications, appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties.

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.

Proxy means a person being the representative of a shareholder at the meeting of the company who may be described as his agent to carry out which the shareholder has' himself decided upon. Proxy can be present at the meeting and he cannot vote.

A company meeting must be convened and  held in perfect compliance with the various provisions of the Act, and the rules framed there under. It is essential that the business dealt with the meetings, should be validly transacted and not liable to be questioned later due toany irregularity.

A person is appointed to perform activities which are confidential in nature and manage the day-to-daybusiness of the company is called secretary. The person who steers the company holding the administrative, financial and overall performance of thecompany is called company secretary.

Only an individual who is a member of the institute of company secretaries of India can be appointment as a company secretary.
(i) By the Promoters: The first secretary of a company is appointed by the promoters at the pre-incorporation stage and such name is mentioned in the Articles of Association.
(ii) By the First Board of Directors: After the company has been registered, the first board of directors appoints the secretary at the first board meeting. The board of directors can continue the existing secretary appointed by promoters or can appoint a new company secretary.

The following matters require special notice before they are discussed in the meeting
(i) To appoint an auditor a person other than a retiring auditor
(ii) To provide expressly that a retiring Auditor shall not be reappointed
(ii) To remove a director before the expiry of his period of office
(iv) To appoint a director in the place of a director so removed.

(i) To change or rectify the name of the company.
(ii) To alter the share capital of the company
(iii) To redeem the debentures
(iv) To declare the dividends
(v) To approve annual accounts and balance
(vi) To appoint the directors

1. Poll means tendering or offering vote by ballot to a specially appointed officer, called the polling officer.
2. Under the Companies Act, poll means exercising a voting right in the proportion to shareholder's contribution to the paid up capital of a limited company having a share capital.

Special resolution is one which is passed by not less than 75% of majority. The number of votes, cast in favour of the resolution should be three times the number of votes cast against it. The intention of proposing a resolution as a special resolution must be specifically mentioned in the notice of the general meeting.
A special resolution isrequired for the following matters :
(i) To change the registered office of the Company from one state to another
(ii) To change the objectives of the company
(iii) To change the name of the company
(iv) To alter the Articles of Association
(v) To commence any new business
(vi) Toappoint the auditor of the company

A Company secretary is a high-level officer. He enjoys certain rights and power as per the contract made with the company, which are as follows:
(i) Supervision and Control: As a head of the office, a company secretary has the rights to supervise, direct and control all office activities of subordinate offices.
(ii) Singing authority: Being a principal officer, a company secretary can sign. contracts, proceedings of the company meeting, files and documents on behalf of the company.
(iii) Exercising power: He has the right to exercise powers as granted by a board of directors.
(iv) Issuing testimonial: A company secretary can issue testimonials to employees on behalf of the company.
(v) Claiming salary and damages: As per the contract, he has the right to claim his salary and other allowances. He can also take legal action against the company if there is any breach of contract.
(vi) Preferential creditor: During winding up of a company, the company secretary can claim his legal dues on a preferential basis.
(vii) Attending a meeting: He has the right to be physically present in the meetings of the shareholders and board of directors.

Secretary has to discharge non-statutory functions in relation to directors, shareholders and office and staff. These functions are briefly mentioned.
(a) Functions as an agent of directors;
(b Functions towards shareholders;
(c) Functions towards office and staff.
(i) Functions in Relation to Directors: A company secretary acts under the full control of the board of directors and carries out the instructions of the directors. The secretary provides necessary advice and information to the board to formulate company policy and arrive at decisions.
(ii) Functions in Relation to Shareholders: The company secretary must serve in the best interests of the shareholders.
(iii) Functions in Relation to Office and Staff: The Secretary is the kingpin of the whole corporate machinery. He is responsible for the smooth functioning of the office work. He exercises overall supervision, control, and coordination of all clerical activities in the office.

There are broadly three types of resolutions, namely ordinary resolution, special resolution and resolution requiring special notice.
a) Ordinary Resolution:
An ordinary resolution is one which can be passed by a simple majority. i.e. if the members of votes cast by members, entitled to vote in favour of the resolution is more than the votes cast against the resolution.
Ordinary Resolution is required for the following Matters
(i) To change or rectify the name of the company
(ii) To alter the share capital of the company
(iii) To redeem the debentures
(iv) To declare the dividends
(v) To approve annual accounts and balance sheet
(vi) To appoint the directors
b) Special Resolution :
1. A special resolution is the one which is passed by a not less than 75% of majority.
2. Special Resolution is required for the following Matters
(i) To change the registered office of the company from one state to another
(ii) To change the objectives of the company
(iii) To change the name of the company
(iv) To alter the Articles of Association
(v) To commence any new business
c) 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.

A company secretary is legal bound to following liabilities
(i) Register all files and documents of the company.
(ii) Arrange annual general meeting in due time.
(ii) Sending notice of the meeting to the participant
(iv) Issuing share certificates, dividend warrant and bonus shares certificates to the shareholder.
(v) Appointing company auditor and arranging audit of books of account by the Company.
(vi) Abide by all terms and conditions of service contract
(vii) Follow the order instructions and act as per authorization of the board of director.
(vii) Maintain securely of the company affairs.
(ix) Perform duties with due care and skills.
(x) Submitting income tax returns and ensures use of required company seal and stamp.