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.

As per the Companies Act, 2013 for taking any decision or executing any transaction, the consent of the shareholders, the Board of directors and other specified is required. The decisions taken at a meeting are called resolutions.

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.

(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.

(i) According to Companies Act, every public company, should hold a meeting of the shareholders within 6 months but not earlier than one month from the date of commencement of business of the company.
(ii) This is the first general meeting of the public company is called the Statutory Meeting.
(iii) This meeting is conducted only once in the lifetime of the company. 
(iv) A private company or a public company having noshare capital need not conduct a statutory meeting.
(v) The company gives the circular to shareholders before 21 days of themeeting.

I. Open Procedure:
This type of voting has no secrey as the all the members assembled can see voting. There are two popular methods of open voting namely voice voting and voting by show of hands.
(a) By Voice : Voice voting is a popular type of voting in which the chairman allows themembers to raise their voice in favour or against an issue 'Yes' for approval and 'No' for rejection. Chairmnan announces the result of voice voting on the basis of strength of words shouted, It is an unscientific method. I cannot be Employed for deciding complex ssue.
(b) By show ot hands: Under this methed, the chairnan, requests the menbers to ratse their hands of those who are in favour of the proposal or Candidate andthen requeststhose are against. llhenthe chairmancounts the number of hands ralsed for 'Yes' and 'No' respectively can announce the result on the basis of hands counted,
II. Secret Procedure:
Secret procedure is adopted to decided certain vital issues. It is a popular voting methodtthat couldnaintain the secrecy of the voter.
(a) By Ballot : Under this system, ballot paper bearingserial number is given to the members to record their opinion by marking with the symbol or Shareholders have to cast their vote ina secret chamber and put the ballot paper into the ballot box. The votes are counted and the results are announced.
(b) Postal Ballot : Big companies or big associations having members scattered all over the country follow this method of voting. The members or voters fill in the ballot papers and return them in sealed covers which are opened when the ballot box is opened for counting the votes.

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.