Communication in Business Environment: Notes | Corporate & Other Laws for CA Intermediate PDF Download

 Page 1


18 
Communication In Business 
Environment 
Learning Objectives 
After reading this chapter, you will be able to understand 
? Understand how the notice and minutes of a meeting are to be drafted. 
? Understand the importance and different types of Press Releases. 
? Understand how the Corporate Announcements by Stock Exchanges are made. 
18.1 Specimen of Notice 
Notice is hereby given that the 10
th
 Annual General Meeting of the Members of XYZ Ltd. will 
be held on Thursday, the 15
th
 day of September, 2014, at the Registered Office of the 
Company at Plot Nos. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP), at 
10.00 a.m. to transact the following business –  
Ordinary Business: 
1. To receive, consider and adopt the Audited Balance Sheet of the company as on 31
st
 
March, 2014 and the Profit & Loss Account for the year ended on that date and Auditor’s 
and Directors’ Reports thereon. 
2. To declare dividend for the year ending 31
st
 March, 2014. 
3. To appoint a director in place of Mr. ……………………….. who retires by rotation and 
being eligible, offers himself for re-appointment. 
4. To appoint a Director in place of Mr. …………………….. who retires by rotation and begin 
eligible, offers himself for re-appointment. 
5. To appoint Statutory Auditors of the company; and fix their remuneration. 
Special business: 
6. To consider and, if thought fit, to pass with or without modification(s) the following 
resolution as an ordinary resolution: 
Page 2


18 
Communication In Business 
Environment 
Learning Objectives 
After reading this chapter, you will be able to understand 
? Understand how the notice and minutes of a meeting are to be drafted. 
? Understand the importance and different types of Press Releases. 
? Understand how the Corporate Announcements by Stock Exchanges are made. 
18.1 Specimen of Notice 
Notice is hereby given that the 10
th
 Annual General Meeting of the Members of XYZ Ltd. will 
be held on Thursday, the 15
th
 day of September, 2014, at the Registered Office of the 
Company at Plot Nos. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP), at 
10.00 a.m. to transact the following business –  
Ordinary Business: 
1. To receive, consider and adopt the Audited Balance Sheet of the company as on 31
st
 
March, 2014 and the Profit & Loss Account for the year ended on that date and Auditor’s 
and Directors’ Reports thereon. 
2. To declare dividend for the year ending 31
st
 March, 2014. 
3. To appoint a director in place of Mr. ……………………….. who retires by rotation and 
being eligible, offers himself for re-appointment. 
4. To appoint a Director in place of Mr. …………………….. who retires by rotation and begin 
eligible, offers himself for re-appointment. 
5. To appoint Statutory Auditors of the company; and fix their remuneration. 
Special business: 
6. To consider and, if thought fit, to pass with or without modification(s) the following 
resolution as an ordinary resolution: 
 Communication in Business Environment 18.2 
 
“Resolved that pursuant to the provisions of sections 196, 197 and other applicable provisions, 
if any, of the Companies Act, 2013 the consent of the Company be and is hereby accorded to 
the re-appointment of and remuneration payable to Mr. P.S. Gill as Managing Director for a 
period of five years w.e.f. 1
st
 July, 2014 on the following terms and conditions: 
(A) Salary: ` 1,50,000 per month 
(B)  Perquisites: 
 (i) Medical reimbursement: 
 Expenses incurred for self and family subject to a ceiling of one month salary in a 
year or three month’s salary over a period of three years. 
(ii) Leave travel concession for self and family once in a year in accordance with the 
Rules of the Company. 
(iii) Club fee: 
 Fees of clubs, subject to a maximum of two clubs provided that no life membership 
or admission fee will be allowed. 
(iv) Personal accident insurance: 
 Premium not to exceed ` 1,0000. 
(v) Company’s contribution towards pension/superannuation fund as per Rules of the 
Company for the time being in force but such contribution together with P.F. shall 
not exceed 25% of the salary or such other increased amount provided that the 
same is not taxable under the Income-tax Act,1961. 
(vi) Company’s contribution towards P.F. as per rules of the company for the time being 
in force but not exceeding 10% of the salary. 
(vii) Gratuity not exceeding half month’s salary for each completed year subject to a 
ceiling of ` 20 lakhs. 
(viii) Free use of the telephone at residence but personal long distance calls shall be 
billed by the company. 
(ix) Free use of company’s car with driver for the business of the company. 
(x) Earned / Privilege Leave: 
 One months’ leave with full pay and allowances for every 11 months of service 
subject to the condition that leave accumulated but not availed of will not be allowed 
to be encashed. 
Regd. Office:       For and on behalf of Board of Directors 
16-18, New Electronics Complex 
Chambaghat 
Distt: Solan (HP)       Chairman of the Meeting 
Page 3


18 
Communication In Business 
Environment 
Learning Objectives 
After reading this chapter, you will be able to understand 
? Understand how the notice and minutes of a meeting are to be drafted. 
? Understand the importance and different types of Press Releases. 
? Understand how the Corporate Announcements by Stock Exchanges are made. 
18.1 Specimen of Notice 
Notice is hereby given that the 10
th
 Annual General Meeting of the Members of XYZ Ltd. will 
be held on Thursday, the 15
th
 day of September, 2014, at the Registered Office of the 
Company at Plot Nos. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP), at 
10.00 a.m. to transact the following business –  
Ordinary Business: 
1. To receive, consider and adopt the Audited Balance Sheet of the company as on 31
st
 
March, 2014 and the Profit & Loss Account for the year ended on that date and Auditor’s 
and Directors’ Reports thereon. 
2. To declare dividend for the year ending 31
st
 March, 2014. 
3. To appoint a director in place of Mr. ……………………….. who retires by rotation and 
being eligible, offers himself for re-appointment. 
4. To appoint a Director in place of Mr. …………………….. who retires by rotation and begin 
eligible, offers himself for re-appointment. 
5. To appoint Statutory Auditors of the company; and fix their remuneration. 
Special business: 
6. To consider and, if thought fit, to pass with or without modification(s) the following 
resolution as an ordinary resolution: 
 Communication in Business Environment 18.2 
 
“Resolved that pursuant to the provisions of sections 196, 197 and other applicable provisions, 
if any, of the Companies Act, 2013 the consent of the Company be and is hereby accorded to 
the re-appointment of and remuneration payable to Mr. P.S. Gill as Managing Director for a 
period of five years w.e.f. 1
st
 July, 2014 on the following terms and conditions: 
(A) Salary: ` 1,50,000 per month 
(B)  Perquisites: 
 (i) Medical reimbursement: 
 Expenses incurred for self and family subject to a ceiling of one month salary in a 
year or three month’s salary over a period of three years. 
(ii) Leave travel concession for self and family once in a year in accordance with the 
Rules of the Company. 
(iii) Club fee: 
 Fees of clubs, subject to a maximum of two clubs provided that no life membership 
or admission fee will be allowed. 
(iv) Personal accident insurance: 
 Premium not to exceed ` 1,0000. 
(v) Company’s contribution towards pension/superannuation fund as per Rules of the 
Company for the time being in force but such contribution together with P.F. shall 
not exceed 25% of the salary or such other increased amount provided that the 
same is not taxable under the Income-tax Act,1961. 
(vi) Company’s contribution towards P.F. as per rules of the company for the time being 
in force but not exceeding 10% of the salary. 
(vii) Gratuity not exceeding half month’s salary for each completed year subject to a 
ceiling of ` 20 lakhs. 
(viii) Free use of the telephone at residence but personal long distance calls shall be 
billed by the company. 
(ix) Free use of company’s car with driver for the business of the company. 
(x) Earned / Privilege Leave: 
 One months’ leave with full pay and allowances for every 11 months of service 
subject to the condition that leave accumulated but not availed of will not be allowed 
to be encashed. 
Regd. Office:       For and on behalf of Board of Directors 
16-18, New Electronics Complex 
Chambaghat 
Distt: Solan (HP)       Chairman of the Meeting 
18.3  Business Law, Ethics and Communication 
 
Notes: 
? A member entitled to attend and vote is entitled to appoint a proxy to attend and vote 
instead of himself and the proxy need not be a member of the company. 
? Explanatory statement relating to special business is annexed to this Notice as required 
under section 102 of the Companies Act, 2013. 
? The Register of members and the Share Transfer Books of the Company will remain 
closed from 7th day of September, 2014to 15th day of September, 2014 both days 
inclusive. 
? Members are requested to notify immediately change of address, if any, to company’s 
Registered Office. While communicating to the company, please quote the folio number. 
Shareholders desirous of obtaining any information concerning the accounts and operations of 
the company are requested to address their questions to the company’s Head office, so as to 
reach at least 5 days before the date of the meeting so that the information may be made 
available at the meeting to the best extent possible. 
18.2 Specimen of Minutes of Annual General Meeting 
Third annual general meeting held at 
Place………… 
Date…………. 
Time………… 
Present 
1. Shri ……………………………….. in the chair 
2. …………………………………….. directors. 
3. …………………………………….  Members in person and 
4. ……………………………………. representative of …………. C.A. 
5. …………………………………… Secretary 
a. Notice 
 The notice convening the meeting was read by the Secretary. 
b. Directors’ Report and Accounts. 
With the consent of the members present, the Director’s Report and Accounts having 
already been circulated to the members were taken as read.  
c. Auditors’ Report 
 The Auditors’ Report was read 
Page 4


18 
Communication In Business 
Environment 
Learning Objectives 
After reading this chapter, you will be able to understand 
? Understand how the notice and minutes of a meeting are to be drafted. 
? Understand the importance and different types of Press Releases. 
? Understand how the Corporate Announcements by Stock Exchanges are made. 
18.1 Specimen of Notice 
Notice is hereby given that the 10
th
 Annual General Meeting of the Members of XYZ Ltd. will 
be held on Thursday, the 15
th
 day of September, 2014, at the Registered Office of the 
Company at Plot Nos. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP), at 
10.00 a.m. to transact the following business –  
Ordinary Business: 
1. To receive, consider and adopt the Audited Balance Sheet of the company as on 31
st
 
March, 2014 and the Profit & Loss Account for the year ended on that date and Auditor’s 
and Directors’ Reports thereon. 
2. To declare dividend for the year ending 31
st
 March, 2014. 
3. To appoint a director in place of Mr. ……………………….. who retires by rotation and 
being eligible, offers himself for re-appointment. 
4. To appoint a Director in place of Mr. …………………….. who retires by rotation and begin 
eligible, offers himself for re-appointment. 
5. To appoint Statutory Auditors of the company; and fix their remuneration. 
Special business: 
6. To consider and, if thought fit, to pass with or without modification(s) the following 
resolution as an ordinary resolution: 
 Communication in Business Environment 18.2 
 
“Resolved that pursuant to the provisions of sections 196, 197 and other applicable provisions, 
if any, of the Companies Act, 2013 the consent of the Company be and is hereby accorded to 
the re-appointment of and remuneration payable to Mr. P.S. Gill as Managing Director for a 
period of five years w.e.f. 1
st
 July, 2014 on the following terms and conditions: 
(A) Salary: ` 1,50,000 per month 
(B)  Perquisites: 
 (i) Medical reimbursement: 
 Expenses incurred for self and family subject to a ceiling of one month salary in a 
year or three month’s salary over a period of three years. 
(ii) Leave travel concession for self and family once in a year in accordance with the 
Rules of the Company. 
(iii) Club fee: 
 Fees of clubs, subject to a maximum of two clubs provided that no life membership 
or admission fee will be allowed. 
(iv) Personal accident insurance: 
 Premium not to exceed ` 1,0000. 
(v) Company’s contribution towards pension/superannuation fund as per Rules of the 
Company for the time being in force but such contribution together with P.F. shall 
not exceed 25% of the salary or such other increased amount provided that the 
same is not taxable under the Income-tax Act,1961. 
(vi) Company’s contribution towards P.F. as per rules of the company for the time being 
in force but not exceeding 10% of the salary. 
(vii) Gratuity not exceeding half month’s salary for each completed year subject to a 
ceiling of ` 20 lakhs. 
(viii) Free use of the telephone at residence but personal long distance calls shall be 
billed by the company. 
(ix) Free use of company’s car with driver for the business of the company. 
(x) Earned / Privilege Leave: 
 One months’ leave with full pay and allowances for every 11 months of service 
subject to the condition that leave accumulated but not availed of will not be allowed 
to be encashed. 
Regd. Office:       For and on behalf of Board of Directors 
16-18, New Electronics Complex 
Chambaghat 
Distt: Solan (HP)       Chairman of the Meeting 
18.3  Business Law, Ethics and Communication 
 
Notes: 
? A member entitled to attend and vote is entitled to appoint a proxy to attend and vote 
instead of himself and the proxy need not be a member of the company. 
? Explanatory statement relating to special business is annexed to this Notice as required 
under section 102 of the Companies Act, 2013. 
? The Register of members and the Share Transfer Books of the Company will remain 
closed from 7th day of September, 2014to 15th day of September, 2014 both days 
inclusive. 
? Members are requested to notify immediately change of address, if any, to company’s 
Registered Office. While communicating to the company, please quote the folio number. 
Shareholders desirous of obtaining any information concerning the accounts and operations of 
the company are requested to address their questions to the company’s Head office, so as to 
reach at least 5 days before the date of the meeting so that the information may be made 
available at the meeting to the best extent possible. 
18.2 Specimen of Minutes of Annual General Meeting 
Third annual general meeting held at 
Place………… 
Date…………. 
Time………… 
Present 
1. Shri ……………………………….. in the chair 
2. …………………………………….. directors. 
3. …………………………………….  Members in person and 
4. ……………………………………. representative of …………. C.A. 
5. …………………………………… Secretary 
a. Notice 
 The notice convening the meeting was read by the Secretary. 
b. Directors’ Report and Accounts. 
With the consent of the members present, the Director’s Report and Accounts having 
already been circulated to the members were taken as read.  
c. Auditors’ Report 
 The Auditors’ Report was read 
 Communication in Business Environment 18.4 
 
d. Adoption of Directors’ Report, etc. 
The Chairman then invited queries from the members present on Directors’ report, 
Accounts and Auditors’ and auditor’s Report, but there was no query.  Thereafter, the 
Chairman proposed the following resolution which was seconded by………… 
“Resolved that the Directors’ Report, audited Balance Sheet as on 31st March, 2014and 
Profit and Loss Account for the year ended 31
st
 March, 2014 and Auditors’ Report 
thereon be and the same are hereby received, considered and adopted.” 
 Carried unanimously. 
e. Dividend 
 Proposed by Shri ……………………………. 
 Seconded by Shri ……………………………. 
“Resolved that the Dividend as recommended by the Board of Directors for the year 
ended 31
st
 March, 2014 at the rate of ` …… per share on the equity share capital of the 
company, subject to deduction of tax at source be and is hereby declared for payment to 
those shareholders whose names appeared on the Register of Members as on 
……………. 2014.” 
Carried unanimously 
f. Directors 
 Proposed by …………………………….. 
 Seconded by ……………………………. 
“Resolved that Shri ………………………. who retires by rotation and is eligible for re-
appointment to and is hereby re-appointed a director of the company.” 
Carried unanimously. 
g. Auditors 
 Proposed by …………………………….. 
 Seconded by ……………………………... 
“Resolved that M/s …………………………. Chartered Accountants, be and are hereby 
appointed Auditors of the Company to hold office from the conclusion of this meeting until 
the conclusion of the next Annual General Meeting at a remuneration of ` ……….. 
Carried unanimously. 
 The meeting closed with a vote of thanks to the  Chair. 
Dated …………………..2014. 
 
Chairman 
 
 
Page 5


18 
Communication In Business 
Environment 
Learning Objectives 
After reading this chapter, you will be able to understand 
? Understand how the notice and minutes of a meeting are to be drafted. 
? Understand the importance and different types of Press Releases. 
? Understand how the Corporate Announcements by Stock Exchanges are made. 
18.1 Specimen of Notice 
Notice is hereby given that the 10
th
 Annual General Meeting of the Members of XYZ Ltd. will 
be held on Thursday, the 15
th
 day of September, 2014, at the Registered Office of the 
Company at Plot Nos. 16-18, New Electronics Complex, Chambaghat, Distt. Solan (HP), at 
10.00 a.m. to transact the following business –  
Ordinary Business: 
1. To receive, consider and adopt the Audited Balance Sheet of the company as on 31
st
 
March, 2014 and the Profit & Loss Account for the year ended on that date and Auditor’s 
and Directors’ Reports thereon. 
2. To declare dividend for the year ending 31
st
 March, 2014. 
3. To appoint a director in place of Mr. ……………………….. who retires by rotation and 
being eligible, offers himself for re-appointment. 
4. To appoint a Director in place of Mr. …………………….. who retires by rotation and begin 
eligible, offers himself for re-appointment. 
5. To appoint Statutory Auditors of the company; and fix their remuneration. 
Special business: 
6. To consider and, if thought fit, to pass with or without modification(s) the following 
resolution as an ordinary resolution: 
 Communication in Business Environment 18.2 
 
“Resolved that pursuant to the provisions of sections 196, 197 and other applicable provisions, 
if any, of the Companies Act, 2013 the consent of the Company be and is hereby accorded to 
the re-appointment of and remuneration payable to Mr. P.S. Gill as Managing Director for a 
period of five years w.e.f. 1
st
 July, 2014 on the following terms and conditions: 
(A) Salary: ` 1,50,000 per month 
(B)  Perquisites: 
 (i) Medical reimbursement: 
 Expenses incurred for self and family subject to a ceiling of one month salary in a 
year or three month’s salary over a period of three years. 
(ii) Leave travel concession for self and family once in a year in accordance with the 
Rules of the Company. 
(iii) Club fee: 
 Fees of clubs, subject to a maximum of two clubs provided that no life membership 
or admission fee will be allowed. 
(iv) Personal accident insurance: 
 Premium not to exceed ` 1,0000. 
(v) Company’s contribution towards pension/superannuation fund as per Rules of the 
Company for the time being in force but such contribution together with P.F. shall 
not exceed 25% of the salary or such other increased amount provided that the 
same is not taxable under the Income-tax Act,1961. 
(vi) Company’s contribution towards P.F. as per rules of the company for the time being 
in force but not exceeding 10% of the salary. 
(vii) Gratuity not exceeding half month’s salary for each completed year subject to a 
ceiling of ` 20 lakhs. 
(viii) Free use of the telephone at residence but personal long distance calls shall be 
billed by the company. 
(ix) Free use of company’s car with driver for the business of the company. 
(x) Earned / Privilege Leave: 
 One months’ leave with full pay and allowances for every 11 months of service 
subject to the condition that leave accumulated but not availed of will not be allowed 
to be encashed. 
Regd. Office:       For and on behalf of Board of Directors 
16-18, New Electronics Complex 
Chambaghat 
Distt: Solan (HP)       Chairman of the Meeting 
18.3  Business Law, Ethics and Communication 
 
Notes: 
? A member entitled to attend and vote is entitled to appoint a proxy to attend and vote 
instead of himself and the proxy need not be a member of the company. 
? Explanatory statement relating to special business is annexed to this Notice as required 
under section 102 of the Companies Act, 2013. 
? The Register of members and the Share Transfer Books of the Company will remain 
closed from 7th day of September, 2014to 15th day of September, 2014 both days 
inclusive. 
? Members are requested to notify immediately change of address, if any, to company’s 
Registered Office. While communicating to the company, please quote the folio number. 
Shareholders desirous of obtaining any information concerning the accounts and operations of 
the company are requested to address their questions to the company’s Head office, so as to 
reach at least 5 days before the date of the meeting so that the information may be made 
available at the meeting to the best extent possible. 
18.2 Specimen of Minutes of Annual General Meeting 
Third annual general meeting held at 
Place………… 
Date…………. 
Time………… 
Present 
1. Shri ……………………………….. in the chair 
2. …………………………………….. directors. 
3. …………………………………….  Members in person and 
4. ……………………………………. representative of …………. C.A. 
5. …………………………………… Secretary 
a. Notice 
 The notice convening the meeting was read by the Secretary. 
b. Directors’ Report and Accounts. 
With the consent of the members present, the Director’s Report and Accounts having 
already been circulated to the members were taken as read.  
c. Auditors’ Report 
 The Auditors’ Report was read 
 Communication in Business Environment 18.4 
 
d. Adoption of Directors’ Report, etc. 
The Chairman then invited queries from the members present on Directors’ report, 
Accounts and Auditors’ and auditor’s Report, but there was no query.  Thereafter, the 
Chairman proposed the following resolution which was seconded by………… 
“Resolved that the Directors’ Report, audited Balance Sheet as on 31st March, 2014and 
Profit and Loss Account for the year ended 31
st
 March, 2014 and Auditors’ Report 
thereon be and the same are hereby received, considered and adopted.” 
 Carried unanimously. 
e. Dividend 
 Proposed by Shri ……………………………. 
 Seconded by Shri ……………………………. 
“Resolved that the Dividend as recommended by the Board of Directors for the year 
ended 31
st
 March, 2014 at the rate of ` …… per share on the equity share capital of the 
company, subject to deduction of tax at source be and is hereby declared for payment to 
those shareholders whose names appeared on the Register of Members as on 
……………. 2014.” 
Carried unanimously 
f. Directors 
 Proposed by …………………………….. 
 Seconded by ……………………………. 
“Resolved that Shri ………………………. who retires by rotation and is eligible for re-
appointment to and is hereby re-appointed a director of the company.” 
Carried unanimously. 
g. Auditors 
 Proposed by …………………………….. 
 Seconded by ……………………………... 
“Resolved that M/s …………………………. Chartered Accountants, be and are hereby 
appointed Auditors of the Company to hold office from the conclusion of this meeting until 
the conclusion of the next Annual General Meeting at a remuneration of ` ……….. 
Carried unanimously. 
 The meeting closed with a vote of thanks to the  Chair. 
Dated …………………..2014. 
 
Chairman 
 
 
18.5  Business Law, Ethics and Communication 
 
18.3 Specimen of Chairman’s Speech 
Chairman's Speech at Annual General Meeting 2011 
----------------Limited 
 
Annual General Meeting 
 
------------,  2011 
 
Speech of the Chairman 
 
 
Mr.----------------- 
My dear shareholders, ladies and gentlemen: I am very pleased to extend a warm welcome to 
each of you to the 95th Annual General Meeting of our company. I trust all of you are pleased 
with the results for the year ended March, 2011 and our recommendation for a dividend at the 
rate of ` 50 per share - which will be the highest dividend ever declared in the 95-year life of 
our company.  
Those of you who have seen our accounts for the year 2010-2011 and have read our 
Directors' Report will know that this level of dividend distribution is well justified by the 
financial results of your company. The reasons and circumstances responsible for these 
results have been discussed in the Directors' Report. Instead, considering the fact that this is 
our 95th Annual General Meeting, it may be appropriate to reflect upon the nature and 
performance of your company in an historical perspective.  
Today, just before this AGM, we presented the film We Are -----------Co. providing different 
domestic products, which was seen by many of you. That film, in 75 minutes, tells the story of 
how the company we own has gone about its business over the last 95 years. It tells this story 
in the words of people who know the company well, either because they work in the company 
or because they deal with the company or because they use the company's products. I hope 
that those of you who have seen this film have got a better understanding of what your 
company is all about and how it has produced the results that you have got so far.  
Those of you who attended the AGM last year may remember that I spoke about the seven 
elements in the DNA of our products. I hope you have been able to see today these seven 
elements in the film, We Are -------- Co. What are these seven principles?  
1.  Follow the Golden Rule. "Do unto others as you would that they do unto you".  
2.  Respect both Ends and Means. The results have to be achieved and the means have to 
be right.  
3.  Seek the Best. From the choice of materials and machines to the selection and 
promotion of our people, we choose to   work with the best we can get or create.