UNIT – IV  

Secretarial Correspondence

I. SECRETARIAL CORRESPONDANCE WITH MEMBERS/SHAREHOLDERS 

Introduction
Shareholders are the capital contributors of the company. They are the owners
and members of the company. As owners of the company, they have all rights to
manage the affairs of the company. But in practice they are not actively
involved in the business of the company. In this case, Secretary performs a
role of a mediator between the Company and shareholders of the company. 

Essentials of Secretarial Correspondence with members/shareholders

1. Correct Information
While handling correspondence with member’s secretary must ensure that true
factually correct information is provided to the members. Every care should be
taken while giving facts, and figures. Any type of error, mistake in providing
information may create problems for the secretary. It is also improper to
provide wrong information or incomplete information to members.

2. Lucid language
Secretary must use simple words, simple sentences and should adopt convincing
style of letter writing. Technical words, jargons should be avoided. Words
having double meaning should not be used. Secretary should maintain the
correspondence in concise and precise manner, instead of writing big and
complicated paragraphs. A letter should be simple and easy to understand.

1. Prompt replies
The secretary must be prompt in sending replies to the letters received from
the members. There should not be unnecessary delay in giving replies to the
letters received from the members. Complaint letters should be promptly
attended.

2. Secrecy
The secretary is a custodian of confidential matters. He should not disclose
any confidential information to the members relating to the company. 

3. Politeness
Secretary should be polite in his correspondence. Rude and abusive language
 The approach of the letter must be should be strictly avoided while He should
corresponding with members. Even a complaint letter should be replied politely.
maintain an approach of courteous, skilful, submissive and friendly.

4. Legal Matters
The secretary must pay proper attention towards legal aspects while writing
these letters. The contents of these letters should be true, correct and
definite. The secretary should correctly follow the provisions of Indian
Companies Act1956, Amendments made, New provisions Indian Companies Act
2013 and other different Acts and statutory requirements.

- Circumstances requiring Secretarial correspondence with members

Company secretary has to write letters to members in various situations such
as : 

1. Issue of Shares
 Allotment letter  
 Regret letter  
 Issue of bonus shares  
 Execution of right issue  
 Issue of share certificates

2. Call on Shares
 Call letter  
 Call reminder  
 Warning letter  
 Notice of forfeiture 

3. Transfer and Transmission of Shares

 Notice of lodgement of transfer to the transferor  
 Notice of lodgement of transfer to the transferee  
 Approval of transfer  
 Refusal of transfer  
 Letter to legal representative 

4. Dividend distribution
 Dividend notice and dividend warrant  
  Dividend mandate

5. Termination of membership 
 Notice of termination due to forfeiture  
 Conversion of share certificate into share warrant  
 Surrender of shares

6. Company Meetings
 Notice and agenda of general meeting  
 Dispatch of Circulars  
 Sending reports

Specimen Letters

1. Letter of Allotment  
This letter informs a share applicant about allotment of shares. Intimation
about allotment money due from allotted is also given in this letter. Allotment
receipt with perforation is attached to this letter.

This letter contains the following information :

 Reference number of share application and the number of shares applied for  
 Number of shares allotted  
 Amount payable on allotment  
 The due date for the payment of allotment money  
 Place of payment  
 Interest to be charged on allotment money  
 Consequences of non-payment of allotment money  
 The letter of allotment is duly dated stamped and signed by proper authority 

The letter of allotment has to be preserved by the allottee as the share

certificated is issued by the company in exchange of this letter.
Specimen of Letter of Allotment  
KBC INDUSTRIES LIMITED  
30/B, Tilak chowk, aundh, pune-411018  
Tele No. 23254761 http:// www. Kbcind.in
Email-kbcind@rediffmail.com

Fax : 23254761  
Ref : C 25/2017  
Date : 20th June, 2017  
Mr. Prashant Varma  
G/11, Nehru Chowk,  
LBS Road,  
Bandra, Mumbai-53

Sub : Public issue of 100000 equity shares of ` 10/ each at par 

Dear Sir,  
With reference to your share application form number 445321 dated
29 May, 2017 for 200 equity shares of ` 10/ each, we are pleased to
inform you that you have been allotted 200 equity shares. The decision i
taken by board of directors by passing resolution No. 46 at the  
board meeting, heldon17th June, 2017. The details of allotment of equity
shares are given below.
1. 2. 3. 4. 5.

No. of No. of Distinctive Amount Amount due

Shares applied Shares allotted Number Received as On allotment
shares An application
Money.

200 200 3701 to 3900 600 600

You are hereby requested to pay aforesaid amount due on allotment of
mentioned in column 5 to our Company’s Bankers viz Bank of India at any
its branches. Please make it convenient to pay the allotment money on or
before 10th July, 2017. If you fail to pay the allotment money within
stipulated period, interest will be charged @5% p.a. Duly signed and
executed share certificated shall be exchanged against this letter of
allotment and allotment receipt.

Thanking you,
Seal of the

company Yours faithfully,  

For KBC Industries Limited,  
Sd/-  
Secretary

Allotment Receipt

KBC INDUSTRIES LIMITED

30/B, Tilak chowk, aundh, pune-411018
Tele No. 23254761 http:// www. Kbcind.in
Email-kbcind@rediffmail.com.
Fax : 23254761
Ref : C 25/2017 
Received from Mr. Prashant Varma a sum of ` Six Hundred only as
allotment money on Two Hundred equity shares of ` 10/-each.

Revenue
stamp if Amt.
Is more than
` 5000
For Bank of India  
Seal Signature
Cashier
Of

bank
 Allotment slip (To be forwarded by the company)
Ref : C 25/2017

Received from Mr. Prashant Varma a sum of ` 600/-(Six Hundred only)

on behalf of KBC Industries Ltd., as allotment money on one hundred
equity shares numbered 3701 to 3900.

For Bank of India  

Seal
Signature  
Of Cashier
bank

II SECRETARIAL CORRESPONDENDENCE WITH DEBENTUREHOLDERS

Debenture is an acknowledgement of a debt. Debenture capital is borrowed or

debt capital of a company. Debenture holder is a creditor of the company. It is
considered as a safe and secured capital than equity share capital. Return on
investment in debentures is known as interest.  

Position/Status of Debenture holder in a company

1. Creditor
Debenture holder is a creditor of the company and provides borrowed capital to
the company. Since he is not a member he does not have right to participate in
the management of the company. 

2. Interest
Return on investment in debentures is in the form of interest. It is payable
either through interest warrant or interest coupons to the debenture holders. 

3. Security
Debentures are issued by creating a charge over the assets of the company.
The charge may be over specific assets or a general charge over all assets. As
 compared to equity shares debentures are safe and secured. Even unsecured
debentures have priority over the equity shares in respect of repayment of
capital on winding up of the company.

4. Right to inspect trust deed 

According to Companies Act every debenture holder has a right to inspect deed
trust deed and to obtain copies of trust deed. Companies have to provide trust
within 7 days from the date of request.

5. Supporting capital
This capital is raised for a short or medium term period. It is a supplementary
capital of the company. Debenture holders are creditors of the company.
Therefore, they do not participate in the management of the company. They do
not enjoy voting rights. Whatever decisions are taken by the management are
communicated to them by the secretary.

Points to be considered in correspondence with debenture holder 

1. Courtesy  
Debenture holders provide borrowed capital to the company. So , proper
respect must be shown towards them in secretarial correspondence  
2. Quick response  
The secretary should promptly reply and respond to the queries and complaints
of the debenture holders.
3. Legal provisions
While handling correspondence with the debenture holders the secretary must
be aware of provisions of the companies act and also contents, rules and
regulations of the Memorandum and Articles of Association of the company
relating to redemption, issue of debentures, conversion of debentures and
payment of interest. 

4. Transparency
For greater transparency in business letter to debenture holder is necessary to
disclose favourable as well as adverse credit rating of the company. 

5. Conciseness
Letters to the debenture holders should be brief and to the point.
 Circumstances for secretarial correspondence with debenture holders
1. Informing the applicant about allotment of debentures  
2. Intimation about payment of interest  
3. Letter for conversion of debentures into equity shares 
Letter for redemption of debentures

III. SECRETARIAL CORRESPONDENCE WITH REGISTRAROF COMPANIES

The Registrar of Companies(ROC) is an officer appointed by the Central

Government to register, supervise and co-ordinate the matters relating to the
companies registered under the companies Act.

Role of the Registrar

Registrar of Companies(ROC) is appointed by the Central Government to have
statutory control over the companies. Every company has to submit certain
documents with the Registrar to obtain incorporation certificate and business
commencement certificate.

Registrar of Companies(ROC) performs different functions such as:

1. Incorporation of companies  
2. Registration of documents  
3. To act as custodian of data and information related to the companies  
4. To take legal action against companies in case of default in following
provisions of the Companies Act  
5. To inspect various books of accounts and registers of the companies.  
6. To keep vigilance and supervise legal matters involved in the administration
of companies

Circumstances under which a secretary has to enter into correspondence with

the Registrar of companies  
The secretary conducts correspondence with the Registrar of Companies for to
filling various documents. Some of the important letters that the secretary has
write to the  
Registrar:
1. Filling statutory report  
2. Submitting the Return of Allotment  
 3. Filling Annual Report  
4. Extension of time for holding Annual General Meeting  
5. Filling special resolution  
6. Alteration in clauses of Memorandum and Association and Articles of
Association

IV. Secretarial Correspondence with stock exchange

A stock exchange is an exchange where stock brokers and traders can buy and
sell stocks (also called shares), bonds, and other securities. Stock exchanges
may also provide facilities for issue and redemption of securities and other
financial instruments and capital events including the payment of income
and dividends. Securities traded on a stock exchange include stock issued by
listed companies, unit trusts, derivatives, pooled investment products and
bonds. Stock exchanges often function as "continuous auction" markets with
buyers and sellers consummating transactions at a central location such as  
the floor of the exchange. 
He has to submit different documents to stock exchange periodically as well as
per the requirement of the stock exchange.

Following is the list of few documents to be submitted by the company

secretary to stock exchange under SEBI Rules, 2015 

Quarterly / Half Yearly / Annual Compliances under SEBI Listing

Regulations 2015 (LODR) 

1. Regulation 7 (3) – Compliance Certificate Within one month of

certifying maintaining physical & electronic end of each half of
transfer facility  the financial year.

The listed entity shall submit a compliance certificate to the exchange,

duly signed by both that is by the compliance officer of the listed entity
and the authorized representative of the share transfer agent, wherever
applicable, within one month of end of each half of the financial year,
certifying maintaining physical & electronic transfer facility either in
house or RTA as applicable. 
2. Regulation 13 (3) - Statement of Investor Within Twenty one
complaints.  days from the end of
each quarter.

The listed entity shall file with the recognised stock exchange(s) on a
quarterly basis, within twenty-one days from the end of each quarter, a
statement giving the number of investor complaints pending at the
beginning of the quarter, those received during the quarter, disposed of
during the quarter and those remaining unresolved at the end of the
quarter.  

3. Regulation 27 (2) - Corporate Governance. Within 15 days from

quarter end.

The listed entity shall submit a quarterly compliance report on Further

corporate governance within fifteen days from close of the quarter.
it may be noted that it shall not apply, in respect of - (a) the listed
entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty-five crore, as on the last
day of the previous financial year: Provided that where the  
provisions of the regulations specified in this regulation becomes
applicable to a Listed entity at a later date, such listed entity shall
comply with the requirements those regulations within six months from
the date on which the provisions became applicable to the listed entity.
(b) the listed entity which has listed its specified securities on the
SME Exchange. 

4. Regulation 31 - Shareholding Pattern. Within 21 days from

quarter end. 
(1) The listed entity shall submit to the stock exchange(s) a statement
showing holding of securities and shareholding pattern separately for
each class of securities, in the format specified by the Board from time
to time within the following timelines:
 one day prior to listing of its securities on the stock exchange(s);  
 on a quarterly basis, within twenty one days from the end of each
quarter;  
 within ten days of any capital restructuring of the listed entity
resulting in a change exceeding two per cent of the total paid-up share
capital :  
Provided that in case of listed entities which have listed their specified  
securities on SME Exchange, the above statements shall be submitted
on a half yearly basis within twenty one days from the end of each half
year. 

5. Regulation 33 - Financial Results. Within 45 days from  

quarter end. And in
case of Annual
Financial Result,  
within 60 days from
end of Financial Year.

The listed entity shall submit quarterly and year-to-date standalone or

financial results to the stock exchange within forty-five days of end of
each quarter, (other than last quarter) along with Limited Review Report
Audit Report as applicable.  
The listed entity shall submit Annual Audited standalone Financial
results for the financial year, within sixty days from the end of the
financial year along with the audit report and either with Statement on
Impact of Audit Qualifications ( applicable for audit report with
modified opinion(s) ) or declaration (applicable for audit reports  
with unmodified opinion(s).  
Provided that if the listed entity has subsidiaries, it shall, while audited
consolidated financial results along with the audit report and Statement
on Impact of Audit Qualifications 
(applicable for audit report with modified opinion). Provided further
that, in case of audit reports with unmodified opinion(s), the listed
entity shall furnish a declaration to that effect to the Stock
Exchange(s) along with the annual audited financial results.  

6. Regulation 34 –Annual Report  Within twenty one

working days of it
Being approved and
adopted in the
annual general
meeting.

The listed entity shall submit the annual report to the stock exchange
within twenty one working days of it being approved and adopted in the
annual general meeting as per the provisions of the Companies Act, 2013
In case of top 500 listed entities based on market capitalization 500
(calculated as on March 31 of every financial year), Business
responsibility report is required to include in Annual Report is
compulsory as per prescribed Format. However in case of other than top
listed companies based on market capitalization and listed entities which
have listed their specified securities on SME Exchange, may include
these Business responsibility reports on a voluntary basis  
Further as per Regulation 43A. the top five hundred listed entities be
based on market capitalization (calculated as on March 31 of every
financial year) shall formulate a dividend distribution policy which shall
required to disclosed in their annual reports and on their websites.
However the listed entities other than top five hundred listed entities
based on market capitalization may disclose their dividend distribution
policies on a voluntary basis in their annual reports and on their websites

7. Regulation 40 (9) – Certificate from Within one month of

Practicing Company Secretary. the end of each half
of the financial year. 
The listed entity shall ensure that the share transfer agent and/or the
in-house share transfer facility, as the case may be, produces a
certificate from a practicing company secretary within one month of the
end of each half of the financial year, certifying that all certificates
have been issued within thirty days of the date of lodgement for
transfer, sub-division, consolidation, renewal, exchange or endorsement
of calls/allotment monies.

8. Reconciliation of share capital ( SEBI – DP Within 30 days from

REG. 55A) quarter end.

Listed entities are required to submit Reconciliation of Share Capital

Audit Report on a quarterly basis to the stock exchanges audited by a
qualified chartered accountant or a practicing company secretary for
the purpose of reconciliation of share capital held in depositories and in
physical form with the issued / listed capital. The Reconciliation of
Share Capital Audit Report is required to be submitted  
to the stock Exchange within 30 days from the end of the Quarter
under regulation 55A of the SEBI (Depositories and Participants)
Regulations, 1996. 

9. Regulation 7 – Appointment of New Share Transfer Agent. 

In case of any change or appointment of a new share transfer agent, the

listed entity shall enter into a tripartite agreement between the existing
share transfer agent, the new share transfer agent and the listed
entity, in the manner as specified by the Board from time to time. The
listed entity shall intimate such appointment, to the stock exchange(s)
within seven days of entering into the agreement. 
10. Regulation 14 – Listing Fees & Other charges.

The listed entity shall pay all such fees or charges, as applicable, to the
recognised Stock Exchange(s), in the manner specified by the Board or
the recognised Stock Exchange(s).

11. Regulation 29 – Notice for Board Meeting to consider the prescribed

matters. 

The Company shall give an advance notice of at least 5 days for stated
Financial Result as per regulation 29 1 (a) & in case of other matters as
in regulation 29 1 (b) to (f) - 2 Working days in advance (Excluding the
date of the intimation and date of the meeting) to Stock Exchange. The
Company shall give an advance notice of 11 working days in case matter
related to alteration in (i) Securities; (ii) date of interest or redemption
of Debenture/bond as per regulation  29(3) (a), (b).

12. Regulation 30 – Disclosure of Price-Sensitive Information. 

The Company has to intimate to the Stock Exchange about the material
events which will have a bearing on the performance / operations of the
company as well as price sensitive information both at the time of
occurrence of the event and subsequently after the cessation of the
event. The listed entity shall first disclose to stock exchange(s) of all
events, as specified in Part A of Schedule III, or information  
as soon as reasonably possible and not later than twenty four hours
from the occurrence of event or information. 
 Note:-
Pursuant Regulation 10 of the Listing Regulations about the listed entity shall
file the reports, statements, documents, filings and any other information with
the recognised stock exchange(s) on the electronic platform as specified by
the Board or the recognised stock exchange(s). Accordingly, as per BSE
Circular No. DCS/COMP/20/2015-16 dated November 30, 2015 it is mandatory
for filing of various information with the exchange in electronic mode through
online web portal (http://listing.bseindia.com), Effective from December 1,
2015, those filings that are not filed with the Exchange through the Listing
Centre are liable to be considered as non-submission and consequent non-
compliance with the Regulations. Compliance filing for entities other than those
listed on the Exchange may be done through Email to the designated ID i.e.
corp.relations@bseindia.com. 

Disclaimer
Compliance Calendar is applicable to companies whose equity shares are listed
on the Exchange. The compliance requirements shown above are indicative only.
Companies are requested to refer to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) for detailed compliances. 

SECRETARIAL CORRESPONDENCE WITH SEBI 

The Securities and Exchange Board of India was established on April 12, 1992
in accordance with the provisions of the Securities and Exchange Board of
India Act, 1992. 

Functions of SEBI :  
The SEBI performs functions to meet its objectives. To meet three objectives
SEBI has three important functions. These are :  
i) Protective functions  
ii) Developmental functions  
iii) Regulatory functions

1. Protective Functions
These functions are performed by SEBI to protect the interest of investor and
provide safety of investment.
As protective functions SEBI performs following functions:
 i) It Checks Price Rigging : 
Price rigging refers to manipulating the prices of securities with the main
objective of inflating or depressing the market price of securities. SEBI
prohibits such practice because this can defraud and cheat the investors.

ii) It Prohibits Insider trading :

Insider is any person connected with the company such as directors, promoters
etc. These insiders have sensitive information which affects the prices of the
securities. This information is not available to people at large but the insiders
get this privileged information by working inside the company and if they use
this information to make profit, then it is known as insider trading, e.g., the
directors of a company may know that company will issue Bonus shares to its
shareholders at the end of year and they purchase shares from market to make
profit with bonus issue. This is known as insider trading. SEBI keeps a strict
check when insiders are buying securities of the company and takes strict
action on insider trading.

iii) SEBI prohibits fraudulent and Unfair Trade Practices :

SEBI does not allow the companies to make misleading statements which are
likely to induce the sale or purchase of securities by any other person.

iv) SEBI undertakes steps to educate investors so that they are able to
evaluate the securities of various companies and select the most profitable
securities. 

v) SEBI promotes fair practices and code of conduct in security market by

taking following steps :
a) SEBI has issued guidelines to protect the interest of debenture-holders
wherein companies cannot change terms in midterm.  
b) SEBI is empowered to investigate cases of insider trading and has provisions
for stiff fine and imprisonment.  
c) SEBI has stopped the practice of making preferential allotment of shares  
unrelated to market prices

2. Developmental Functions : 
 These functions are performed by the SEBI to promote and develop activities
in stock exchange and increase the business in stock exchange. Under
developmental categories following functions are performed by SEBI :
i) SEBI promotes training of intermediaries of the securities market.  
ii) SEBI tries to promote activities of stock exchange by adopting flexible and
adoptable approach in following way:
a) SEBI has permitted internet trading through registered stock brokers.  
b) SEBI has made underwriting optional to reduce the cost of issue.  
c) Even initial public offer of primary market is permitted through stock
exchange. 

3. Regulatory Functions : 
These functions are performed by SEBI to regulate the business in stock
exchange. To regulate the activities of stock exchange following functions are
performed :  
i) SEBI has framed rules and regulations and a code of conduct to regulate the
intermediaries such as merchant bankers, brokers, underwriters, etc.  
ii) These intermediaries have been brought under the regulatory purview and
private placement has been made more restrictive.  
iii) SEBI registers and regulates the working of stock brokers, sub-brokers,
share transfer agents, trustees, merchant bankers and all those who are
associated with stock exchange in any manner.  
iv) SEBI registers and regulates the working of mutual funds etc.  
v) SEBI regulates takeover of the companies.  
vi) SEBI conducts inquiries and audit of stock exchanges.

It includes letters related to : 

 Refund / Allotment/ Bonus/ Dividend/ Rights/ Redemption/ Interest  
 Prelisting offer documents (shares)  
 Prelisting offer documents (debentures and bonds)  
 Delisting of Securities  
 Buyback of Securities  
 Takeover and Restructuring  
 Corporate Governance and Listing conditions 

Penalties levied by SEBI

 Following are the different circumstances where SEBI levies Penalty on
companies : 

I For Listed Companies/Intermediaries/any other person

a) Failure to furnish any document, return or report to the board  
b) File any return or furnish any information, books or other documents within
the time specified therefore in the regulation  
c) To maintain books or accounts or records 
Penalty- ` 1 Lakh per day during which such failure continues or ` 1 Crore
whichever is less. 

II For Listed Companies/Intermediaries 
a) Failure to redress the grievances of investors, after having been called upon
by the Board in writing to redress the grievance of investors  
Penalty – ` 1 Lakh per day during which such failure continues or ` 1 Crore  
whichever is less. 

III For Listed Companies/Intermediaries

Indulgence in any fraudulent and unfair trade practices.
Penalty – ` 25 Crore or 3 times the amount of profits made out of such
practices whichever is higher.

IV For Listed Companies 
Contravention of any of the provisions of the SEBI Act by the company where
no specific penalty is specified  
Penalty-It may extend up to `1 crore 

V SECRETARIAL CORRESPONDENCE WITH COMPANY LAW BOARD

The Company Law Board is an independent quasi-judicial body in India which had
powers to overlook the behaviour of companies within the Company Law. The
concept of Company Law Board in its present form was introduced through an
amendment to the Companies Act of 1956 in the year 1988. It was constituted
in its present form on May 31, 1991. Under Section 10E of the Companies Act,
1956 replacing the erstwhile Company Law Board which was primarily as a de-
legatee of the Central government since 01 December 1964.  
The Company Law Board has framed Company Law Board Regulations;1991 Board
wherein all the procedure for filing the applications/petitions before the
Company Law Board has been prescribed. The Central Government has also
prescribed the fees for making applications/petitions before the Company Law
under the Company Law Board (Fees on applications and Petitions) Rules, 1991.
The Company Law Board is succeeded over by the National Company Law
Tribunal, which governs all companies under the Companies Act, 2013.
The Central Government has prescribed the fees for making Board, (Fees on
applications/petitions before the Company Law Board, under the “Company Law
applications and Petitions) Rules 1991”. The Board has its Principal Bench at
New Delhi, and four Regional Benches located at New Delhi, Mumbai, Kolkata
and Chennai.  
Any person aggrieved by any decision or order of the Company Law Board may
file an appeal to the High Court within sixty days from the date of
communication of the decision or order of the Company Law Board to him on any
question of law arising out of such order.  
Secretarial Correspondence with Company Law board includes letters for
permission related to amendments in memorandum or articles of association,
conversion and reconversion etc
SPECIMEN FORMAT OF COMPLIANCE CERTIFICATE TO BE SUBMITTED BY
COMPANY TO COMPANY LAW BOARD  
Board of Directors XYZ Limited

Dear Sirs,
Quarterly Certificate – Compliance with Various Applicable Laws
I have received Compliance Certificates from all the concerned unit’s/
orders, department heads, who are responsible for ensuring compliance with
laws applicable to their respective areas of business and affairs of the
Company ,certifying that our Company has complied with all the relevant
provisions and requirements of various laws, enactments and the rules, ,
regulations, guidelines circulars, clarifications framed / issued thereunder in
so far as they are applicable to our Company.
I have examined and considered the certificates and certify that for the
period January 1, 2014 to March 31, 2014, our Company has in the conduct of
business : 
 1. complied with all the applicable laws, enactments, orders, rules, regulations
and other statutory requirements of the Central, State and other statutory
and local authorities concerning the business and affairs of the Company as per
Annexure;  
2. paid all applicable statutory dues on due dates;  
3. maintained proper registers, records, documents and books and filed proper
returns, forms and statements and furnished necessary particulars to the
relevant authorities; and  
4. not done or committed any act or entered into any transactions in violation of
any statutory provisions.  
Dated this _____ day of __,2014

Place:- Sd/-
Encl.: As above.  Company Secretary

VI ROLE OF TECHNOLOGY IN SECRETARIAL CORRESPONDENCE 

Importance of Computers and Information Technology
In today’s world, the use of computers and information technology is only From
limited by imagination. New and varied uses are being found on a daily basis.
nagging the launch of a space shuttle to preparing accounting statements,
mathese machines have transformed every space they have touched.
Computers play an equally important role in today’s offices. Technology is
serving as a helping hand to today’s company secretary. Some of the key
activities where technology is serving towards secretarial correspondence : 

1. Electronic Mail 
Usually abbreviated as e-mail or email it is the method of composing, sending,  
receiving and storing messages using electronic communication systems. The
term applies to both the Internet e-mail systems (using a standard protocol)
and to the Intranet e-mail systems which allows users within one company or
E-mail is very useful to the secretary in offices to communicate within the
organization and with outside parties. It has made communication extremely
reliable and fast.
2. Word Processing  
One of the more widespread uses of the computer is word processing. The word
processor can be considered to be a typewriter with an attached display
screen. However, the greatest advantage of computers over typewriters lies in
correction of errors and certain special functions. With a typewriter a
correction usually meant typing the entire document again. However, with a
computer and word processing programme it is possible to make changes in the
existing document and take a print out of the corrected document.  

3. Spreadsheet Analysis 
This is another common function used by the secretary in his correspondence.
A multitude of spreadsheet programmes are available in the market which allow
users to enter numbers, link them up with formulas and perform other
calculations. It can be used to keep records of individual accounts, performance
ratios and other numerical data. These can also be used to perform data
calculations. 

4. Knowledge Management  
It is very useful to the secretary in correspondence. This consists of improving
organizational learning and thus improving organizational outcomes by
introducing a range of specific processes and practices for identifying and
capturing knowledge, know-how, expertise and other intellectual capital and for
making these available to other users throughout the organization.  
A knowledge management system which is properly implemented results in
significant productivity improvements. Though there are a lot of ‘off-the-shelf’
software’s available for the purpose, a large number of organizations have
developed customized solutions suited for their organizational setup.

5. Accounting and Record Keeping 

There are a multitude of computer applications that are available today for use
in this area. The most common ones are order entry, inventory control, tracing
receivables & payables, general ledger & payroll. Specialized software like ‘Tally’
are extensively used to keep accounts and generate reports. A recent trend
amongst larger organizations has been the increasing use of Enterprise
Resource Planning (ERP) suites which are able to integrate many functionalities
over different areas of the business and generate consolidated reports. The
most common ERP system that is used is SAP. 
 6. Management Information System (MIS)
Knowledge Management consultants define Management Information System as
the creation and subsequent management of an environment which encourages
knowledge to be created, shared, learnt, enhanced, organized and utilized for
the benefit of the organization and its customers. Combined with the power of
information technology & systems it can be used to support business processes
and operations, decision-making and competitive strategies. It is useful in
maintain the correspondence with customers, competitors etc

7. Communication with statutory bodies 

Communication with various statutory bodies like SEBI, Company Law Board, or
NCLT can be more efficient and effective with the use of information
technology. Communication with the external world can be through the Internet
through E-mail. Organizations setup their Internet sites (called websites)
where secretary can display annul reports, contribution  towards CSR policies,
etc. 

8. Internet
The Internet is a publicly accessible worldwide system of interconnected of
computer networks that transmit data using a standard protocol. It is made up
thousands of smaller commercial, academic, domestic, and government
networks. It carries varied information and services, such as electronic mail,
online chat, and the interlinked Web pages and other documents of the World
Wide Web (www). Besides these the Internet is a great medium to  
communicate with potential investors. 

VII. SPECIMENS 

I. Specimens “Letter to shareholders”
1. Bonus Shares
Bonus shares are issued free of cost to the existing equity shareholders of a
company. Bonus shares are issued by capitalization of general reserves of the
bonus “shares are issued to the existing equity shareholders in a proportion to
company. Maximum two bonus issues are permitted in a block of five years. The
their shareholdings.
Specimen Letter for issue of Bonus shares  

Galaxy Electricals Limited

130, Millenium Business Park,
Mahape, New Mumbai-04
http:// www.gel.com  
Tel: 022-25489071

Ref : Galaxy/67/2017  21 st April,2017

Mr. Sanjay Samant  

13,Ganesh Niwas,  
Budhwar Peth, Pune,1
Sub: Issue of Bonus Shares
Dear Sir,
I am directed by the Board of Directors to inform you that at the
extra ordinary general meeting held on 10th April, 2017 shareholders have
unanimously approved the recommendation of board of directors to issue
bonus shares in the ratio of 1:1 i.e., one bonus share for each fully paid
equity share held by the shareholder.  

Details of bonus shares issued to you are s follows : 

Client No. of equity Bonus shares Distinctive Share

Id/dp/id/folio Shares held allotted numbers Certificate
No. number

N-431/8 100 100 2001 TO 2100 341

Your company has complied with statutory provisions for issue of bonus
shares. These shares shall rank on par with the existing equity shares of
the company.
Company has arranged to deposit the bonus shares to your Demat
Account. Kindly Check the same.
 Thanking you, 
Yours faithfully,  
Fr Galaxy Electricals Limited  
Sd/-  
Secretary

2. Right Issue 
As per Section 62(1) of the Companies act, 2013 if the Company decides to
issue fresh shares, these should be offered to existing shareholders in
proportion to existing persons who are holders of equity shares.
‘Right Issue’ means offering shares to existing members in proportion to their
existing shareholding. The object is, of course, to ensure equitable distribution
of Shares and the proportion of voting rights is not affected by issue of Fresh
shares. 
A private Company was not required to make right offer under the Companies
Act, 1956. Even though earlier there was not provision, it was held that the
issue must be bona fide and can’t be made with oblique motives 

Procedure of right issue of shares

STEP : 1 
 Company will decide the cut-off date.  
 Company wills Prepare Draft Offer of Letter.

STEP : II  
 Attach Notes of Agenda along with Agenda. 
 Issue Notice of Board Meeting to all the directors of company at least 7 days
before the date of Board Meeting.  
 Attach Agenda of Board Meeting along with Notice.  
Call Meeting of Board Director :  
STEP : III  
Hold the Board Meeting :  
 Check the quorum of Board Meeting.  
 Identify the Shareholders to whom you will issue shares.  
 Pass Board Resolution for approval of offer letter.  
 Authorize a director of company to issue Letter of Offer.  
 Letter of offer shall be dispatched through registered post or speed post or
through electronic mode to all the existing share holders.

STEP : IV  
 Offer will be open at least after 3 days of issue of letter of offer.  
 Offer will be open for minimum 15 days or maximum for 30 days.

STEP : V  
File Form with Registrar :  
 File MGT-14 with Registrar within 30 days of passing of Board Resolution.  
Attachments :  
 CTC of Board Resolution for issue of letter of offer. 

STEP : VI  
 Receive the Money from the Shareholders.

STEP : VII  
Call Board Meeting after receiving of Share application money.  
 Issue Notice of Board Meeting to all the directors of company at least 7 days
before the date of Board Meeting. [Section-173(3)]  
 Attach Agenda of Board Meeting along with Notice.  
 Attach Notes of Agenda along with Agenda.

STEP : VIII  
Hold the Board Meeting :  
 Check the quorum of Board Meeting.  
 Present List of Allotters before the Meeting.  
 Pass Board Resolution for allotment of shares (within 60 days of receiving of  
money). 
STEP : IX  
File form with ROC :  
 File PAS-3 with Registrar of Company.
ATTACHMENTS :  
 List of Allotters.  
 Board Resolution for allotment of Shares.  

STEP-XI
Issue Share Certificate :  
 Pass Resolution for issue of Share Certificate in Board Meeting.  
 Authorize to two directors and a authorize person to sign share certificate.  
 Issue Share Certificate in Form : SH-1 (As per Section-56 with in 2 (two)
months from the date of allotment of shares.

Specimen of Right Issue  

LETTER OF OFFER – RIGHTS ISSUE FOR CIRCULATION TO THE

ELIGIBLE EQUITY SHAREHOLDERS OF EXCEL CORPORATION
LIMITED

Company Identification Number : L31300MP1973PLC001186

11,Rani Baug, P B Chorahta,
Rewa (M.P),,486006
Tel : 022- 22721981 Fax 022 - 22722451
Website : www.excel.com;  
EXCEL CORPORATION LIMITED
E-mail address : compliance.excel@gmail.com
2 nd September, 2016
Ref: excel/67/2017 

Mrs. Radhika Gore  
55, Sundar Niwas,  
Phonda, Goa,
Sub : Right Issue
Dear Madam,, 
 The company has decided to raise funds to strengthen its financial
position and support its day to day operations. In view thereof, the
company intends to raise the required funds by way of induction of the
fresh equity share capital from the existing shareholders of the  
company by way of rights issue to the existing shareholders of the
company. 
The Board of Directors passed resolutions at its meetings held on issue
at January 22, 2016 and August, 8, 20146approving the aforesaid rights
and the letter of offer for 100,000 equity shares of ` 10/- each for cash
par (Face value of ` 10/-, and premium Nil) on a rights basis to the
existing equity shareholders of the company in the ratio of 9 equity
shares for every 10 fully paid-up equity share(s) held by the eligible equity
shareholders.
These shares are being offered to those shareholders whose name being
appears in Register of Members of the company on September 10, 2016
the Record Date fixed by the company. The issue shall remain open for a
period of 29 days commencing from September 26, 2016 to October 28,
2016 till the close of working hours.  
Our company intends to utilize the proceeds from issue towards funding
the following objects :  
1. General Corporate Purposes  
2. Repay loans and other liabilities  
3. Issue Expenses  
The fund requirements and deployment described herein above are any
based on internal management estimates and have not been appraised by
bank, financial institution or any other external agency. These are based
on current circumstances of our company. The company may have to revise
the fund requirements and deployment as a result of changes in  
commercial and other external factors, which may not be within the
control of our management. This may entail rescheduling, revising or
cancelling the fund requirements for a particular purpose from its fund
requirements mentioned, at the discretion of our management. Accordingly
the net proceed would be used to meet all or any of the uses of the funds
described herein. 
As your name appears in the Register of Members on the aforesaid Record
Date, you are therefore entitled for equity shares of ` 10/- for cash at
par (Face value of ` 10/- and premium Nil) under this rights offer in the
ratio of 9 equity shares for every 10 fully paid-up equity share(s) held by
you in the Company on September 10, 2017.
If you are keen to invest in our right issue you are hereby requested to
purchase the required number of equity hares and pay the requisite
amount to our Company’s Bankers viz Bank of India at any of its branches
before the issue closes.  
Thanking you, 
Yours faithfully,  
For Galaxy Electricals Limited  
Sd/-  
Secretary