ethical decision making

Ethical Decision Making Process from Coky Fauzi Alfi

secreterial correspondance notes for b.com regular student

The Company Secretary will need to fulfill the following duties.

1. Board Meetings
   Facilitating the smooth operation of the company’s formal decision making and reporting machinery; organizing board and board committees meetings (e.g. audit, remuneration, nomination committees etc.); formulating meeting agendas with the chairman and/or the chief executive and advising management on content and organisation of memoranda or presentations for the meeting; collecting, organising and distributing such information, documents or other papers required for the meeting; ensuring that all meetings are minuted and that the minute books are maintained with certified copies of the minutes and that all board committees are properly constituted and provided with clear terms of reference.
2. General Meetings
   Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the companies’ Articles of Association; obtaining internal and external agreement to all documentation for circulation to shareholders; preparing and issuing notices of meetings, and distributing proxy forms; trying to prepare directors for any shareholder questions and helping them create briefing materials; overseeing the preparations for security arrangements. At meetings, ensuring that proxy forms are correctly processed and that the voting is carried out accurately; co-ordinating the administration and minuting of meetings.
3. Memorandum & Articles of Association
   Ensuring that the company complies with its Memorandum and Articles of Association and, drafting and incorporating amendments in accordance with correct procedures.
4. Stock Exchange Requirements
   Monitoring and ensuring compliance with the Yellow Book requirements (as well as the City Code) as well as supervising the implementation of the model code and/or the company code for dealing in the company’s securities, as appropriate, managing relations with the Stock Exchange through the company’s brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; making applications for listing of additional issues of securities.
5. Statutory Registers
   Maintaining the following statutory registers:
1. members
2. company charges
3. directors and secretary
4. directors’ interests in shares and debentures
5. interests in voting shares (substantial holdings & those notified in pursuance of a s.212 notice)
6. debenture holders (if applicable).
6. Statutory Returns
   Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are:
1. annual returns
2. report & accounts
3. amended Memorandum & Articles of Association
4. returns of allotments
5. notices of appointment, removal & resignation of directors and the secretary
6. notices of removal or resignation of the auditors
7. change of registered office
8. resolutions in accordance with The Companies Act.
7. Report & Accounts
   Co-ordinating the publication and distribution of the company’s annual report and accounts and interim statements, in consultation with the company’s internal and external advisers, in particular, when preparing the directors’ report.
8. Share Registration
   Maintaining the company’s register of members; dealing with transfers and other matters affecting share-holdings; dealing with queries and requests from shareholders.
9. Shareholder Communications
   Communicating with the shareholders (e.g. through circulars); arranging payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; maintaining good general shareholder relations; maintaining good relations with institutional shareholders and their investment committees.
10. Shareholder Monitoring
    Monitoring movements on the register of members to identify any apparent ‘stakebuilding’ in the company’s shares by potential take-over bidders; making appropriate inquiries of members as to beneficial ownership of holdings.
11. Share and Capital Issues and Restructuring
    Implementing properly authorised changes in the structure of the company’s share and loan capital; devising, implementing and administering directors’ and employees’ share participation schemes.
12. Acquisitions, Disposals & Mergers
    Participating as a key member of the company team established to implement corporate acquisitions, disposals and mergers; protecting the company’s interests by ensuring the effectiveness of all documentation; ensuring that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction; ensuring that the correct authority is in place to allow timely execution of documentation.
13. Corporate Governance
    Continually reviewing developments in corporate governance; facilitating the proper induction of directors into their role; advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with company law and, if applicable, Stock Exchange requirements; counselling them when preparing presentations and memoranda
14. Non-Executive Directors
    Acting as a channel of communication and information for non-executive directors.
15. Company Seal
    Ensuring the safe custody and proper use of any company seals.
16. Registered Office
    Establishing and administering the registered office; attending to the receipt, co-ordination and distribution of official correspondence received by the company, sent to its registered office; ensuring the provision of facilities for the public inspection of company documents.
17. Company Identity
    Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that company name plates are displayed in a conspicuous place.
18. Subsidiary Companies
    Ensuring that procedures are in place for the correct administration of subsidiary companies and that correct information is given to the holding company; maintaining a record of the group’s structure.
19. General Compliance
    Monitoring and laying in place procedures which allow for compliance with relevant regulatory and legal requirements, particularly under the Companies Acts including legal requirements on retention of documents; retaining the minimum set of records required for commercial reasons; ensuring that procedures are in place to allow adequate historical archive to be maintained.

Secretarial Correspondences


The secretarial correspondence may be classified under the following heads.

With the Directors : As the secretary works as an employee of the company, his letters to the directors must reflect the due deference. At times the directors may happen to be inexperienced and may seek the guidance of the secretary in matters relating to its management. Even in such cases the secretary must behave properly and should not forget his subordination. The other occasions when he may have to address the directors are :

·  When a director who is absent from the meeting asks for a report of its proceedings.

·  When a director proposes in writing that a particular matter should be placed on the agenda and the chairman asks the secretary to do the needful.

·  When a director proposes some course of action which is not in the interest of the company or which is illegal or ultra vires.

·  When writing the above types of letters the secretary should exercise great tact and state nothing that is likely to offend the director.

With the Shareholders : Among the many difficult matters that a secretary has to deal with are requests from shareholders for information regarding the affairs of the company. It includes requests for providing information about a forthcoming dividend, the likelihood of a change in its directorate any modification of its business policy, the possibility of its amalgamation with another company, etc. The drafting of replies to such requests call for great tact and direction on the part of the secretary. The general principle is that such information should not be communicated in advance to the share holders. Until it is made available to all shareholders alike, the leakage of this type of information injures the reputation of the company. On the other hand, there is no harm if the secretary supplies information regarding ordinary details of the company’s affairs and satisfies the legitimate curiosity of any shareholder. The secretary may also receive complaints on various matters such as an unsatisfactory rate of dividend declared, their failure to patronise a share holder by not accepting his tender, etc. Such matters are very delicate and the secretary must take every precaution and ensure that the writer of the complaints is duly convinced of the fact that the management has taken a particular step for promoting the best interests of the company.

With the Office Staff : A secretary works as the head of the administrative staff working under him. As such it is his duty to see that all members of the staff work properly, while discharging their duties in the interest of the company. He has to maintain discipline amongst them. His correspondence with the staff must, therefore, be characterized by a note of authority and firmness and decisiveness tempered with fairness, sympathy and regard for their welfare.

With the Registrar of companies : The secretary, in his capacity as a responsible official of the company, has to see that the provisions of the Company’s Act are complied with. In this connections he has to go through certain formalities and to submit periodically statements, returns, etc., to the Registrar of companies. He has also to carry on correspondence with the Department of Company Law Administration, Government.

1. Letter Regarding Notice of A Board Meeting
2. Letter Suggesting Fixed Days for Board Meetings
3. Reply to the Letter Suggesting Fixed Days for Board Meetings
4. Letter Requesting A Director to Attend An Important Board Meeting
5. Letter Asking A Director to Provide Some Information
6. Notice of The Annual General Meeting to The Shareholders
7. Letter to Shareholders Seeking Approval for Revising The Articles of Association
8. Letter Informing A Shareholder Regarding The Shares Lodged for Transfer
9. Letter Enquiring about The Progress of The Company
10. Reply to The Letter Enquiring about The Progress of The Company
11. Letter of Complaint about Low Percentage of Dividend
12. Reply to The Letter of Complaint about Low Percentage of Dividend
13. Free Resignation Letters
14. Letter to The Registrar Accompanying Return of Allotment
15. Letter to The Registrar Accompanying Audited Balance Sheet
16. Letter to Share Holders Offering New Shares
17. Letter Regarding Proposed Increase in Share Capital

Letter Regarding Notice of A Board Meeting

18. XXXXX BUSINESS HOUSE

19.  Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE

To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


A meeting of the Board of Directors will be held at the Registered Office of the Company on Saturday the 8th March - 2008 at 2 p.m. when the business mentioned in the agenda will be transacted. You are requested to attend the meeting.


Yours Faithfully,
Vasu
Manager

For XXXXX BUSINESS HOUSE

Letter Suggesting Fixed Days for Board Meetings

XXXXX BUSINESS HOUSE

20.  Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE

To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

Dear Sir,


I have been touring in the State of Tamil Nadu since the 10th of the last month and have received the notice of the meeting of the Board of Directors. Please let me know, at the above address, where I propose to stay upto 15th of this month, the date of the next Board Meeting.


As I am expected to be away from home for about a year on a trip to various places I would suggest that Board meetings should be held on fixed days of the month so that every member of the Board may come to attend the same on his own. In this connection you may consult the Chairman and include this matter in the agenda of the meeting going to be held on March 8 - 2008.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Reply to the Letter Suggesting Fixed Days for Board Meetings

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE

To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to your letter of 2nd instant, I am directed to inform you that the next meeting of the Board of Directors of the Company is scheduled on 28th March - 2008 at 2 p.m. A notice of the same will be posted to your home address.


Your suggestion regarding the holding of Board Meeting on fixed days of the month has been referred to the Chairman who has told me to include it in the Agenda for the next meeting.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Letter Requesting A Director to Attend An Important Board Meeting

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


I have the honour to invite your attention to the agenda of the next meeting of the Board of Directors, scheduled on 25 March - 2008. I shall request you to note in the agenda that an important item in it is the consideration of the Balance Sheet and the Annual Report to be placed in the Annual General Meeting. The main point to be decided at the meeting is the appropriation of a considerable balance as shown in the Profit and Loss Account. This part of the agenda deserves special attention as on account of it is to be decided whether a large part of the profits should be appropriated. It is to be decided whether a large part of the profits should be appropriated to the Reserve Fund with a meagre provident for the division disbursement or whether a dividend at high rates be declared. In view of the recently proposed schemes for the expansion of the Company’s business, it seems advisable that a large part of the profits should be appropriated to the Reserve Fund.


As the above matter requires due consideration and is of vital importance, you are requested to attend and give your valuable suggestions at the meeting of the Board of Directors.


Thanking you.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Letter Asking A Director to Provide Some Information

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to your letter of 5th instant Informing us that you have ceased to be a Director of the Jwala Exporters (Pvt.) Ltd. I shall thank you if you will let us know the actual date on which you resigned the Directorship of the said company. This particular information is required for submission to the registrar of companies in connection with the Return to be submitted under section 159 of the Company’s Act, 1956.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Notice of The Annual General Meeting to The Shareholders

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

5th February - 2008


Notice is hereby given that the 5th Annual General Meeting of the shareholders of the Company will be held at the registered office of the company, on Tuesday the 28th February - 2008 at 11 a.m. the agenda of which will be as follows :


1. To receive and consider the Director’s Report and Annual Statement of Accounts and the Reports of the Auditors thereon


2. To sanction the declaration of a dividend


3. To elect a Director in place of Mr. Har Saran Gupta


4. To appoint auditors and fix their remuneration (The present Auditors of the Company M/s Prem Parshottam & Co. Chartered Accountants, retire and are eligible for reappointment.)


5. To transact any other business of the company


The transfer books of the company will be closed from the 21st to 29th February both days inclusive.


By Order of the Board,

Sd. Ram Lal Verma,

Secretary

Letter to Shareholders Seeking Approval for Revising The Articles of Association

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Shareholders of the Company


Gentlemen,


I enclose herewith a notice of an Extraordinary General Meeting to be held on Monday, the 24th March - 2008 for considering a special Resolution for the approval and adoption of a revised set of Articles of Association of the Company.


As you might be knowing, the Articles of the Association of the company were framed in 1947. Various provisions have been inserted in the Companies Act since then. Besides, with the passage of time new situations have arisen and new factors in the running of the company have come to light. In view of these developments the Articles of Associations have become antiquated. It is therefore found imperative to have revised set of Articles of Association.


The Directors do not propose to make any alternation in the Articles to the prejudice of the shareholders. Nevertheless, it may be pointed out that they intend to make a change in the remuneration of the Directors for attending the meetings of the Board. According to the present Article 95, the Director’s remuneration is fixed at $ 100 for every meeting. Under Article 109 of the revised Articles, it is proposed to alter the remuneration to sum not exceeding $ 200 for every meeting. A copy of the revised set of Article proposed to be adopted and a copy of the existing Articles may be inspected by any shareholder at the registered office of the company at any time during office hours.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSe

Letter Informing A Shareholder Regarding The Shares Lodged for Transfer

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


I may inform you that an instrument of transfer purporting to be signed by you and transfer of 100 shares, numbered 484526 to 484625 inclusive of this company, standing in your name, have been lodged at this office for registration. Unless we hear from you the contrary within 15 days from the date of this letter, we will presume that the matter is in order and will deal with the instrument of transfer in the usual manner.


Yours Faithfully,


Vasu


Manager

For XXXXX BUSINESS HOUSE

Letter Enquiring about The Progress of The Company

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


I have been a shareholder of your company for the last 10 years and am glad to learn that the Mill is making satisfactory progress. As I intend to increase my holdings in your company, I should like to know from you officially whether the Mill has really better prospects and whether there is a likelihood of higher dividend being declared this year.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Reply to The Letter Enquiring about The Progress of The Company

XXXXX BUSINESS HOUSE,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to your letter of 10th February - 2008 enquiring about the prospects of the Mill, I regret to state that by virtue of my position as secretary I am prevented from revealing the information you seek. You will agree with me that in providing you such information I shall be acting beyond my powers and against the interest of the Mill and its shareholders.


A study of the latest Director’s Report and the Balance Sheet of the Mill will, however, enable you to form an idea of its present position and future Prospects. Your stock brokers will also be able to advise you on the subject.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Letter of Complaint about Low Percentage of Dividend

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to your letter of 25th January - 2008, I have to inform you that before deciding to recommend the rate of dividend, the Directors fully considered all the points raised by you. In their opinion, it was in the best interests of the shareholders as a whole to strengthen the financial position of the Company by appropriating a large portion of its profits to the Reserve Fund and thereby limiting the dividend rate. The chairman proposes to explain the matter in greater detail at the next Annual General Meeting of the Company.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Reply to The Letter of Complaint about Low Percentage of Dividend

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to your letter of 2nd instant, suggesting that your tender for the supply of raw silk should have received preferential treatment on account of your holding 100 shares of the company; I have been directed by the chairman to state in reply that it would not be in the interest of the Company to deviate from its established policy of judging each tender on its merits and not to be guided by any other consideration. I am sure you would appreciate it and support our justifiable stand.


Yours Faithfully,

Free Resignation Letters XXXX BUSINESS HOUSE Door Number and The Name of The Street, City with ZIP Code. Phone : 0011 - XXXXXXXX Fax : 0011 - XXXXXXXX DATE To : The Registrar of Companies, New York. Dear Sir, In compliance with section 270(1) (c) of the Companies Act - 1956, I may inform you that Mr. Govind, a Director of this Company, has notified to the Company that he has ceased to be a director of the Hind Cycle (Mumbai) from 15th June - 2008. Yours Faithfully, Vasu Manager For XXXXX BUSINESS HOUSE

Letter to The Registrar Accompanying Return of Allotment

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Registrar of Companies,
New York.


Dear Sir,


In compliance with Section 75 (1) of the Companies Act - 1956, the Return of allotment duly completed in respect of allotment of shares made on the 4th February - 2008 is enclosed herewith.


The requisite fee for filing the Return is also being sent per bearer. Please acknowledge receipt of the Return and the amount.


Yours Faithfully,
Vasu
Manager
For XXXXX BUSINESS HOUSE

Letter to Share Holders Offering New Shares

XXXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


May I draw your kind attention to the proceeding of the Extraordinary General Meeting of the Shareholders wherein it was resolved to increase the share capital of the company from the present Rs. 3 crore to Rs. 4 crore and fifty lakh by the issue of 1,50,000 shares of Rs. 100 each. These shares are issued at Premium of Rs. 25 per share in the first instance to the members of the company on the Register of shareholders of the Company as on 25th January - 2008 in the proportion of one share to every share held by them.


The shares offered are payable as follows :


Rs. 60 (Rs. 50 towards capital and Rs. 10 towards Premium) per share payable on or before 10th February - 2008


Rs. 35 (Rs. 25 towards capital and Rs. 10 towards premium) per share payable on or before 18th April - 2008


Rs. 30 (Rs. 25 towards capital and Rs. 5 towards premium) per share payable on or before 23rd May - 2008


If you desire personally to accept the offer and take up the said share or any smaller number, you should sign the acceptance form(Form A) hereto annexed and send it on to Registered Office of the Company, at the above address, with application money calculated at the rate of Rs. 60 (Rs. 50 capital and Rs. 10 premium) per share applied for.


You are at liberty to accept the said shares yourself wholly or partly in favour of any other person or persons to be approved by the Directors. If you renounce the said shares wholly, you are requested to fill up and sign the renunciation particulars in form B enclosed herewith and hand over the same to the person in whose favour the right is renounced and that person shall fill in the Request for allotment part in form B. These forms should be sent to the Registered Office of the Company at the above address together with application money.


If you desire shares in excess of the shares offered to you, you may sign the form C for additional shares. This form is also annexed which should be sent to the Registered Office of the Company together with the application money calculated at the rate of Rs. 60 share. The allotment of such excess shares shall be at the discretion of the Directors in all respects.


In any of the above cases, whether you personally take up all or part of such new shares (Form A) or whether you appoint an appointee or appointees (Form B) or apply for additional new shares (Form C) the form or forms as the case may be, duly completed and signed must reach the Registered Office of the company on or before 13th March - 2008 together with the appropriate sum payable, failing which the offer hereby made will be deemed to have been declined.


Yours Faithfully,
Vasu
Secretary
For XXXXX BUSINESS HOUSE

Letter Regarding Proposed Increase in Share Capital

XXXX BUSINESS HOUSE

Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX

DATE


To :

The Manager,
ZZZZZZ Business House,
Door Number and The Name of The Street,
City with ZIP Code.
Phone : 0011 - XXXXXXXX
Fax : 0011 - XXXXXXXX


Dear Sir,


With reference to the accompanying notice calling an Extraordinary General Meeting of the Company to consider and if thought fit to pass Resolutions to increase the capital of the company, you are informed that the company has planned a programme of expansion to play its part in achieving the production target for the steel industry set by the Government under the 7th Five Year Plan. The expansion programme will entail considerable capital expenditure, notwithstanding that a substantial part of the plant and equipment will be manufactured in India, restricting imports to such items as cannot be fabricated within the country. A part of this capital expenditure will be met from the internal resources of the company and borrowings on cash and credit facilities available from the State Bank of India on the security of debentures. As regards the balance, it is proposed to issue additional capital to the extent of $ 150,000 accordingly the authorised capital will increase from $ 500,000 to $650,000. It is also proposed, as stated above, to issue 15000 additional Ordinary Shares of $10 each at per.


It is intended to offer to the existing shareholders one share for every two already held by them : for every old share, a coupon for a half share, transferable by delivery, two to such coupons to be converted into one share.


It is proposed to call $ 50 per share on application. The remaining amount $ 50 per share will be called up later either in one lump sum or in such instalments and at such time or times as the Board of Directors may deem fit.


Yours Faithfully,
Vasu
Secretary
For XXXXX BUSINESS HOUSE