MEETING CIRCULARS

An information circular is a document for a company’s shareholders outlining

important matters on the agenda at the annual shareholders’ meeting or a special
shareholders’ meeting. The information circular also solicits proxy votes and
provides procedures for voting on key issues.

Some companies call an information circular a “Management Information

Circular,” a “Notice of Annual Meeting of Shareholders and Proxy
Statement,”

Circular letters are used to communicate the same message to a large number of
customers and suppliers. If they are written in an attractive style and in an
interesting manner it will be effective for business communication.

Circular letters are normally used when opening of a new branch, change of
premises, introduce a new article, reduction of sales, admission, retirement and
death of a partner and change in the constitution of the firm.

While drafting a circular the following points should be kept in mind:

 The circular letter must be drafted carefully.

 They must be informative.
 They must not be ambiguous.
 The circulars must be courteous in tone and pleasing in form.
 While drafting a circular letter the purpose of the same should be kept in
mind.
 The circular letter must be concise.

Purposes:

The circular letters are issued for many purposes.

Generally, a circular letter conveys the following types of information:

 Establishment or transfer of a business.

 Opening of a new branch.
 Change of premises.
 Taking over a business or closing down a business.
 Dissolution or amalgamation of business.
 Appointment, discharge or retirement of an important employee.
 Admission or death of a partner.
 Issue of bonus shares.
 Offer of right shares to shareholders.
MEETING NOTICE, PROXY

When a meeting is to be convened, a notice is required to be sent to all who are

to attend it.

It should satisfy these conditions:

1. It should be under proper authority

2. It should state the name of the organisation
3. It should state the day, date, time, and place. Also, sometimes, how to
reach the place
4. It should be well in advance. Some require seven days’ notice, some 48
hours’
5. It should state the purpose and, if possible, the agenda
6. It should carry the date of circulation and convener’s/secretary’s
signature
7. It should go to all persons required at the meet
8. It should mention the TA/DA etc. payable and the arrangements for this

In practice, it is necessary to ensure that the notice has reached in time. This
may be done telephonically. Dispatch section and post are prone to delays

We often find that between the date of a letter from a major public organisation
and the post mark on the letter, there is a gap of 10-12 days.

Proxy

Proxy means substitute. In the world of meetings proxy means a substitute sent
by a member to attend a meeting on his behalf. The idea comes from the
Companies Act. Sec. 176 of the Act provides that a member of a company is
entitled to send another person to attend a meeting and to vote on his behalf.

According to Sec. 176 of the Companies Act:

(1) Any member entitled to attend a general meeting and to vote may send a
proxy to attend the meeting and to vote on his behalf.

(2) A proxy is not counted when quorum is counted. But at an annual general
meeting held at the order of the Central Government (Sec. 167) or at a meeting
of members held at the order of the Company Law Board (Sec. 186), only one
member on whose complaint meeting has been so ordered, may be present by
proxy and that proxy will make the quorum.
(3) It has to be noted that no proxy can be sent by a director to attend a Board
meeting on his behalf.

(4) Generally, associations other than companies do not allow proxy.

(5) It is a duty of the secretary to collect the proxy forms and prepare a Proxy
List.

DRAFTING OF NOTICE

The word notice has come from the Latin word notitia meaning knowledge.
Notice, therefore, means ‘a warning or intimation of something’. It is also
defined as ‘a written or printed announcement’. The word notice, therefore, has
two aspects it may be an intimation or information and it may be a kind of
warning. A notice may be general or confidential.

The persons entitled to attend a meeting must be informed of the time, place,
date and business of the meeting in proper time.

The communication informing the persons entitled to attend the meeting about
time, place, date and business of the meeting is called the ‘notice’.

The requisites of the meeting can be classified into the following classes:

1. The notice must specify the exact date, time and place of the meeting.
2. The notice must state the nature of business to be transacted at the
meeting. A complete agenda is appended to the notice.
3. The notice should be served to all members entitled to attend the meeting.
4. The notice must be clear and unconditional.
5. Proper length of notice must be given in accordance with the rules of the
organisation.

Intimation of Notice:

Drafting of Notice:

Whatever may be the category of notice, each has a form and style of writing.

A notice:

(1) must be written in a language understandable to those for whom it is meant.

Sometimes there is a statutory direction too. For example, a notice under the
Factories Act shall be written in English (as court language) and in a language
understandable by the majority of the workers of the factory.
(2) It must convey a message clearly what was intended to be conveyed.

(3) A notice must be brief and avoid unnecessary words.

(4) A notice must be drafted according to a form. That form may be a statutory
form.

(5) It shall be signed by some authoritative person.

(6) It shall normally bear a date.

(7) A confidential or individual notice or any public notice having legal

implications must be drafted by a lawyer. A qualified secretary is expected to
have the competence for the same.

Notice for the first Board Meeting of a Company.

XYZ Co. Ltd

Reg. Off_______________

November 17, 1988

________________

(Director)

Dear Sir,

The first meeting of the Board of Directors of the Company will be held
on Saturday 25.11.88 at 12 Noon at the registered office of the Company to
transact the following business.

You are requested to attend the meeting.

Yours faithfully,

________________

Secretary

Agenda:

(1) Election of the Chairman of the meeting.

(2) Adoption of the Memorandum of Association, the Articles of Association,
and the Certificate of Incorporation of the Company to be presented by the
Secretary.

(3) Adoption of the Common Seal of the Company.

(4) Appointment of the first directors of the Company.

OFFICE MEMORANDUM, OFFICE ORDERS AND PRESS RELEASE

Office Memorandum

A memorandum (or “memo”) is a (usually) short piece of writing designed for

communication within an organization. It is a piece of business communication,
typically aimed at a specific audience (like members of your unit or team). It is
typically either a reminder of the importance of some particular thing (e.g.,
renewed efforts in customer service) or a request to take specific action (e.g., be
at a team meeting Monday at 2pm to discuss something specific.)

In a short sense, memo is a written message from one person to another person
within the exact same company. Office memo is the brief kind of memorandum.
The actual meaning of the word memorandum is a note to help the memory.
Memorandum is particular in number. Its plural forms are memorandums or
memoranda.

A memorandum is a written note or communication specifically in business

between individuals working for the same company.”

A memo can be used:

 To issue directions to the things

 To communicate regarding policy changes to the personnel
 To give/seek tips
 To ask for help or details to verify a decision reached on the telephone,
and so on

Memo is a short piece of writing generally used by the officers of an

organization for communicating among themselves.

Uses of Office Memorandum

 To Provide Information
 To Issue Instruction
 To Convey Policy Decision
  To Offer/Invite Suggestion
 To Record/Report an Agreement
 To Establish Accountability
 Helps you to avoid meeting personally, when necessary

Office orders

Office order is an order issued by the employer or the authority or senior

employees. Office orders contain instructions about work-related information
indicated by the organization. The employees are bound to accept it. Office
orders are issued at the beginning of the month or Monday of the Week to check
on the progress.

Office order can be issued on any information like a shift in working hours or
promotions or details of employee designation in projects. Officer order is a
downward communication which carries a stamp of the company.

These offices order carries out the communication about the change in the
designation of the employee or suspension of a specific employee and granting
of privileges, disciplinary proceedings. Sometimes office order is issued dealing
with imposing restrictions.

Press release

A press release is a short, compelling news story written by a public relations

professional and sent to targeted members of the media. The goal of a press
release is to pique the interest of a journalist or publication. The press release
should contain all the essential information (who? what? where? when? how?
and most importantly why?) for the journalist to easily produce his own story.

CONDUCT OF MEETING: AGENDA

Communicating in a meeting is an essential part of effective communication.

Some meetings are not conducted in an efficient manner due to which they fail
in accomplishing the sole objective of the meeting. It may be because:

 They do not involve participation of all, or

 They may be too long, or
 They may be unsystematic, or
 They may lack a clear agenda, or
 They may not begin on the planned time, or
 They may end without any conclusion.
As a result, such meetings lead to agitation and sheer wastage of time. In order
to ensure effectiveness of a meeting, it must be planned, systematic and rational.

The process of running an effective meeting includes the following steps:

1. Plan the meeting

Plan the meeting in advance. With the plan clear in mind, the objective of the
meeting can be well accomplished. Planning includes-

 Outline the objective of the meeting.

 Decide the attendees/participants of the meeting.
 Plan an agenda for the meeting, i.e., the topics to be discussed, the
sequence in which they will be discussed, in how much detail they will be
discussed, the time given to each agenda topic, etc.
 Plan the starting time of the meeting, plan for the breaks, and also plan
the approximate time by which the meeting should end.

2. Announce/declare the meeting

After planning the meeting and before actually beginning the meeting, the
participants should be delivered a message/memorandum to make them aware
and ready for the topics to be discussed in the meeting. Give each participant
responsibility for the agenda item. Issue the agenda.

3. Conduct the meeting

Be punctual. Try and arrive before time for the meeting. The meeting should
begin on time. State the objective of the meeting in the very beginning so that
all are clear with the purpose of the meeting. Give a brief introduction of the
members/participants so that all are familiar. Circulate notes and handouts.
Involve all attendees during the discussion. Encourage new ideas from the
participants. Respect their ideas. Ask for a feedback.

4. Evaluate the meeting

Assess the meeting after it is conducted. Distribute an evaluation form to all

participants which provides you a feedback on the effectiveness of the meeting.
To get credible and honest feedback, do not give a space for name of the
attendee on the form. Ask questions such as whether the objectives of the
meetings were well met, did it involve participation of all, which part of the
meeting did the attendee found most constructive and which part of meeting
was not significant.
AGENDA

An agenda is a list of meeting activities in the order in which they are to be

taken up, beginning with the call to order and ending with adjournment. It
usually includes one or more specific items of business to be acted upon. It may,
but is not required to, include specific times for one or more activities. An
agenda may also be called a docket, schedule, or calendar. It may also contain a
listing of an order of business.

The items of agenda should cover all that is necessary to be considered at that
time. Meetings take time and effort to arrange; hence the agenda has to be well
thought out.

The items may be devised from:

(a) Previous minutes

(b) Suggestions received

(c) Actions and events since last meeting

(d) Correspondence of the organisation

The agenda contains routine items as well as special ones.

Here are some guidelines for listing the items:

1. Apologies from absent members (need not be written previously)

2. Condolences if any (may or may not be written previously)
3. Reading and approval of minutes of the last meet
4. Matters arising out of previous meet’s minutes (this need not always be
mentioned)
5. Urgent and non-controversial items
6. Matters requiring closer discussion and debates
7. Any new, on-the-spot items with the approval of the chairman
8. Date of the next meet

The last item in a meeting is a vote of thanks to the chairman but this need to be
mentioned. The items are mentioned briefly or elaborately according to the
practice or need.

The style used is as follows:

(i) Appointment of auditors

(ii) Induction of new members

(iii) Reading of minutes

(iv) Felicitating so-and-so on the award of Padmashri to him/her

The agenda should be manageable within the time at disposal. Some clubs have
a time limit for the duration of a meeting (e.g. 90 minutes), which automatically
dictates the scope of discussion.

PREPAR
ATION OF MINUTES OF MEETING

Minutes, also known as minutes of meeting (abbreviation MoM), protocols

or, informally, notes, are the instant written record of a meeting or hearing.
They typically describe the events of the meeting and may include a list of
attendees, a statement of the issues considered by the participants, and
related responses or decisions for the issues.

The minutes of certain groups, such as a corporate board of directors, must be

kept on file and are important legal documents. Minutes from board meetings
are kept separately from minutes of general membership meetings within the
same organization. Also, minutes of executive sessions may be kept separately.
Committees are not required to keep formal minutes although less formal notes
may be taken. For committees, their formal records are the reports submitted to
their parent body.

Format

The format of the minutes can vary depending on the standards established by
an organization, although there are general guidelines.
Generally, minutes begin with the name of the body holding the meeting (e.g., a
board) and may also include the place, date, list of people present, and the time
that the chair called the meeting to order.

Since the primary function of minutes is to record the decisions made, all
official decisions must be included.

The minutes may end with a note of the time that the meeting was adjourned.

Minutes are sometimes submitted by the person who is responsible for them
(often the secretary) at a subsequent meeting for review.

Usually, one of the first items in an order of business or an agenda for a meeting
is the reading and approval of the minutes from the previous meeting. If the
members of the group agree (usually by unanimous consent) that the written
minutes reflect what happened at the previous meeting, then they are approved,
and the fact of their approval is recorded in the minutes of the current meeting.
If there are significant errors or omissions, then the minutes may be redrafted
and submitted again at a later date.

Step 1: Preparation for the Board Meeting

Have a discussion with the board president about any current or expected
formats that you are expected to use. Review past meeting minutes to use as a
template. Ask the board president for a copy of the meeting agenda, including
the names of all attendees, including guests or speakers.

Step 2: Taking a Record of the Board Meeting

Unless your organization requires you to type notes at the meeting, you can
either type them out or write them longhand. Using a strong meeting minutes
template can help you maintain more structured minutes. The two most
important things to know when understanding how to take minutes at a board
meeting is what information to record and how to present it.

Step 3: Writing the Official Record of Board Meeting Minutes

Review the agenda to gain the full scope of the meeting. Add notes for
clarification. Review actions, motions, votes, and decisions for clarity. Edit the
record so that the minutes are succinct, clear, and easy to read.

It’s better to attach meeting handouts and documents that were referred to
during the meeting to the final copy, rather than summarizing the contents in the
minutes.
Step 4: Signing, Filing, and Sharing Minutes

Once your meeting minutes are fully written, you are responsible for making
them official by having the board secretary sign them. Your organization may
also require the president’s signature.

RESOLUTIONS

A resolution is the final form of a decision taken at a meeting by voting on a

motion, with or without amendment.

A motion is considered at a meeting, a resolution is the outcome of the

discussion. A resolution is binding on the organisation.

Types of Resolutions:

(1) Ordinary Resolution:

This type of resolution has the following characteristics:

(a) This can be passed by a simple majority of votes and even by a margin of
one vote. It can be passed (or lost) by the casting vote of the chairman.

(b) This type of resolution is necessary to take decisions on ordinary matters of

the association.

(2) Special Resolution:

This type of resolution has the following characteristics:

(a) It needs a specific margin of votes to be passed. For example—Two-thirds

majority or three- fourths majority. Every association in its bye-laws mentions
what shall be the margin. There may be statutory rules too. For example, the
Companies Act states that there shall be three-fourths majority out of the
members present (in person or by proxy) and voting. According to our
Constitution, any Article of the Constitution can be altered by two-thirds
majority of all the members of Parliament.

(b) Such resolutions are necessary when any decision has to be taken affecting
the very constitution of the organisation, e.g., altering the objects of the
organisation

(3) Resolution with Special Notice:

According to the Companies Act, certain resolutions require a special notice for
their validity. The resolution itself may be passed as an ordinary resolution. The
notice for a members’ meeting is prepared and issued by the Board of Directors
(the secretary does it in practice) and the agenda is included in the notice.

ANNUAL RETURN:

The Annual Return is a statement of particulars, which is required to be filed by

a company after every Annual General Meeting.

Section 159 of the Act provides that every company having a share capital shall,
within 60 days from the day on which each Annual Meeting is held, prepare and
file with the Registrar a Return containing particulars regarding the following:

(a) Its Registered Office;

(b) The register of its members;

(c) The register of its debenture-holders;

(d) Its shares and debentures;

(e) Its indebtedness;

(f) Its members and debenture-holders, past and present; and

(g) Its Directors, Managing Directors, managing agents, secretaries and

treasurers, managers and secretaries, past and present.

MOTION:

A motion is a definite proposition or proposal formally submitted to the meeting

for consideration and adoption. The motion is, however, liable to be amended
before it is adopted.

The requisites of a motion can be summed up as follows:

1. The motion must be in writing.

2. It should be signed by the proposer and seconded by another.
3. It must be within the scope of the agenda and within the powers of the
meeting.
4. It should always be affirmative in form and it will start ‘resolved that’
5. It should not contain arguments, defamatory or ironical expressions and
should not bring any aspersions on the character of a member.
OFFER LETTER, APPOINTMENT LETTER

Offer letter

An offer letter is a document which is given to a candidate after he has been

selected for the position. The letter clearly, mentions the salary package,
designation, department and other benefits that he will be entitled to, if he joins
the company.

Purpose:

 It provides information about the job role, compensation and benefits, and
other conditions of employment.
 It marks the beginning of a positive employment relationship.
 It acts as a legal document.
 It sets the right expectations.

Content:

 The job title of the employee being hired.

 A brief job description of the same.
 The joining date of the new employee.
 The work time and workable schedule of the employee.
 Their place in the hierarchical structure of the team or the org.
 A brief about the leave policy and details about list of leaves.
 A breakdown of the salary and other financial benefits.
 A description of the employee benefits being given to the new joinee.
 A list and breakdown of the privacy policies that the employee is
supposed to abide by.

Appointment letter

An appointment letter or employment letter is a formal letter provided in writing

to a candidate joining for employment. Appointment letters are usually provided
after offer letter on the first day of the candidate starting work. The appointment
letter describes in length the position offered, salary, benefits, confidentiality
policy, work policy, starting date, and important information about the
employment. The candidate usually would receive the appointment letter on the
first day after beginning employment and would return a signed copy back to
the employer indicating acceptance of the appointment letter.

Content:

 Name and current address details of the organization (employer)

  Name and address of the applicant
 Name of the position (position title)
 Additional details about job duties and responsibilities of the job
 Conditions of job: whether permanent or temporary, office employee
time, performing another job simultaneously.
 Monthly salary per employee’s agreed-upon salary.
 Time length of the contract.

PREPARATION OF COST SHEET TENDERS AND QUOTATIONS

It is often seen that the management has to quote prices in advance in relation to
goods to be supplied in future. For this purpose, an estimated cost sheet is
prepared to show the estimated cost of products to be manufactured. While
preparing the estimated cost sheet the cost of direct materials, direct wages and
overheads are estimated on the basis of past cost structure after taking into
account the present conditions and also the anticipated changes in future price
level.

Tenders for Different Product:

When the tender or quotation price is to be ascertained for a different product,

the cost of direct material, direct labour and other direct expenses will be
estimated. The total of these will be prime cost Works’ overheads, office
overheads and selling overheads will be added there to on the basis of
absorption rates. Normally works overhead is charged or absorbed on the basis
of percentage of works overhead on wages. Thus, percentage is calculated on
the basis of past records.

Generally, production cost is ascertained after the completion of production

work. But sometimes it becomes necessary to ascertain the production cost
before commencing the production work. For example, a contractor will have to
estimate his contract cost before commencing the contract work.

Hence, the following items are to be analysed while preparing the tender:

1. Direct materials
2. Direct wages
3. Factory overheads
4. Administrative overheads
5. Selling and distribution overheads, and
6. Expected profit

PURCHASE ORDER, SALES ORDER

Purchase order

A purchase order (PO) is a commercial document and first official offer issued
by a buyer to a seller indicating types, quantities, and agreed prices for products
or services. It is used to control the purchasing of products and services from
external suppliers. Purchase orders can be an essential part of enterprise
resource planning system orders.

Indent is a purchase order often placed through an agent (indent agent) under
specified conditions of sale.

Details of purchase order

Purchase orders contain the details ranging from products that are ordered to
shipping address. Below are details that usually forms part of purchase order:

 Products that are ordered

 Quantities i.e., (kg, meters, numbers etc.,)
 Price at which it is ordered
 Name of the vendor to whom the purchase order is being sent
 Shipment address or delivery location where the goods are required
 Billing address of the company
 Terms and conditions of payment.
 Due date of delivery/consignment

Purchase order Invoice

Purchase order is a contract or
confirmation of that the order for such a
material is placed.
Buyer initiates and sends to the supplier.
It is issued before receiving the goods.
Sales order
Purchase invoice is a bill issued after
fulling the delivery and request for
the payment.
Supplier initiates and sends it to the
buyer.
It is issued after or along with the
delivery of goods by the supplier.

The sales order, sometimes abbreviated as SO, is an order issued by a business

or sole trader to a customer. A sales order may be for products and/or services.
A sales order is an internal document of the company, meaning it is generated
by the company itself. A sales order should record the customer’s originating
purchase order which is an external document.

Components of sales order

A sale order usually carries information such as customer’s name, shipping

address, transaction date, products ordered, descriptions, units of measure,
quantities, prices, taxes, etc. The key details of the sales order are listed below:

 Name and contact information of the company (seller)

 Name and contact information of the customer
 Customer billing information
 Customer shipping information
 Information about product or service
 Price before taxes
 Tax, delivery, and shipping charges
 Total price after taxes
 Terms and conditions
 Signature
 Any other relevant information as needed

PREPARATION OF PAYROLL

Payroll Processing

Payroll processing in HR is an elaborate process that involves a lot more than

salary calculations. The process can be intimidating if you do not know how to
go about it which is exactly why this handy guide will navigate you through the
intricacies of payroll processing.

Meaning of Payroll Processing

Payroll processing is an essential business function that involves arriving at the

‘net pay’ of the employees after the adjustment of necessary taxes and
deductions.

Net pay = Gross income – Gross deduction

Gross income/Salary = Regular Income + Allowances + One-time payment/

Benefit

Gross deduction = Regular deductions + Statutory deductions + One-time

deductions
Payroll in a Company

1. Calculate each employee’s base pay by multiplying the number of hours

worked for wage employees, or by referring to salary levels for salaried
employees.
2. Calculate each employee’s state and federal deductions. Calculate each
employee’s net pay, including regular and overtime hours, and tax and
insurance withholdings.
3. Track payroll information and pay payroll taxes on time.
4. Use payroll information in your business accounting to evaluate your
company’s profitability and financial health.

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