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

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.

Kinds of Meetings : Under the companies Act 2013, company meetings can be classified as under :
1. Meetings of Shareholders
      (a) Statutory Meeting
      (b) Annual General Meetings
      (c) Extraordinary General Meetings
2. Meetings of the Directors
      (a) Board meetings
      (b) Committee meetings
3. Special Meetings
      (a) Class Meetings
      (b) Creditors and of Debenture / bond holders meetings
1. Shareholders meetings :
The meeting held with the shareholders of the company is called shareholders meeting. The shareholders meeting can be classified as statutory meeting, annual general meeting and extra ordinary general meeting.
2. Meeting of the Board of Directors :
Since the administration of the company lies in the hands of the board of directors, they should meet frequently for the propper conduct of the business and to decide policy matters of the company.
3. Special Meetings :
(i) Class Meetings : Meetings, which are held by a particular class of share or debenture holders e.g. preference shareholders or debenture holders meetings is known as class meeting.
(ii) Meetings of the Creditors : Strictly speaking, these are not meetings of a company. lt is the meeting which are held by the creditors.

Functions of the company secretary may be discussed under two headings
(i) Statutory functions / duties
(ii) Non-statutory functions/duties
(i) Statutory function
As the principal officer of the company, the secretary must observe all legal formalities in respect of the provisions of the Companies Act and other laws (eg) Income-tax Act, Stamp Act, Sales-tax Acts, etc.) which have a bearing on the activities of the company.
(ii) Non-statutory function
Secretary has to discharge non-statutory functions in relation to directors, shareholders and office and staff. These functions are briefly mentioned.
(i) Functions as agent of directors;
(i) Functions towards shareholders;
(iii) Functions towards office and staff.