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 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.

A Managing Director is one who is employed by the company and has substantial powers of management over the affairs of the company subject to superintendence, direction and control of the board.

A whole time Director is one who devotes whole of his time of working hours to the company and has a significant personal interest in the company as the source of his income.

Basis	Manager	Director
1. Nature of work	A person who is in charge of the particular department of the Company and is responsible for the performance of that department is called as manager.	A person appointed by the shareholders to lead the company to achieve its goal is known as Director
2. Level of management	A manager comes under executive level i.e at the Middle-level management	Directors come under Top-level management and play an important role in Decision making.
3. Responsibility	Managers are responsible for the implementation of plans and policies approved by the Board of Directors	Directors responsible for the formulation of plans and policies from time to time to achieve the goal of the company.

(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

(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.

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 person who is not the member of Board but has some power to run it can be appointed as the director but according to his/her wish.

 (i) Alternate directors are appointed by the Board of Directors, as a substitute to a director who may be absent from India, for a period which is not less than three months.
(ii) The appointment must be authorised either by the Articles of Association of the company or by a passing a resolution in the General Meeting.
(iii) The alternative director is not a representative or agent of Original Director.

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.

l. Collective duties of directors:
Directors as a part of Board perform certain duties collectively.
(i) Approval of annual accounts and authentication of annual accounts
(ii) Appointment of First Auditors
(iii) Issuance of Notice and Holding of Board meetings and shareholders meetings
(iv) Passing of resolutions at board meetings or by circulation.
2. General duties of Directors:
(i) Structuring or new policy to reach the objectives of a company.
(ii) Acting in accordance with the Articles of the company
(iii) Act in Good faith in order to promote the objects of the company
(iv) Perform duties with due and reasonable care and diligence.
3. Specific Duties of Directors
(i) Duty to disclose his name, address and occupation
(ii) Duty to disclose his shareholding and interest in Contracts of the company.
(iii) Duty to hold minimum qualification shares within two months after his appointment.
(iv) Duty to issue prospectus and fix the minimum subscription.
(v) Duty to take care that prospectus should not contain any false or misleading statement.
(vi) Duty to carry out all other activities as specified in the Act in time.

A person shall not be capable of being appointed director of a company, if the director is
(a) Of unsound mind.
(b) An undercharged insolvent.
(c) Has been convicted by a court for any offence involving moral turpitude and sentenced in respect there of to imprisonment for not less than six months.
(d) Has not paid any call in respect of shares of the company held by him, whether alone or jointly with others.
(e) An order disqualifying him for appointment as director has been passed by a court in pursuance of section 203.
(f) He has been convicted of the offence dealing with related party transactions under section 188.
(g) He has not got the Director Identification Number.

(i) As regards to the qualification of directors, there is no direct provision in the Companies Act, 2013.
(ii) In general, a director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company's business.
(iii) According to the different provisions relating to the directors; the following qualifications may be mentioned:
(a) A director must be a person of sound mind.
(b) A director must hold share qualification, if the articles of association provides such.
(c) A director must be an individual.
(d) A director should be a solvent person.
(e) A director should not be convicted by the court for any offence, etc.

 Types of directors as per companies Act, 2013
(i) Residential Director: According to section 149(3)of Companies Act 2013. Every company should appoint a director who has stayed in India for a total Period of not less than 182 days in the previous calender year.
(ii) Independent Director: An independent director is an alternate director other than a Managing Director who is known as Whole Time Director or Nominee Director.
(iii) Small Shareholders Directors: Small shareholders can appoint a single director in a listed company.But this action needs Commerce a proper procedure like handing over a notice to at least 1,000 Shareholders or 1/10th of the total shareholders. 
(iv) Nominee Director: A director nominated by any financial Institution in pursuance of the provisions of any law for the time being in force, or of any agreement, or appointed by any Government, or any other person to represent its interests.
(v) Women Director: There should be at least one woman as a director on the Board.
(vi) Additional Directors: Any Individual can be appointed as Additional Directors by a company.