Language is a tool of Communication

 Language is a tool of Communication.

The effective communication is made possible with the help of language. Language employs a combination of words to communicate ideas in a meaningful way. By changing the word order in a sentence, one can change its meaning, and even make it meaningless.

Language is created by people. It does not exist in isolation or outside the minds of people. It is created by people as they need it. Humans attach meaning to words as they need to and modify these meanings according to changing needs.

Language serves as the backbone or transmitting the information from the sender to the receiver.Language is based on the geographical location and has a direct influence on the effective transmission of message from one party to another. Communication be cannot be possibly conveyed from one person to another, if appropriate language is not incorporated or proceeding with correct transfer of the thoughts and feelings.

Language is a tool of communication which is created by humans as they realized the need to convey their ideas and wants. It is open to modification and changes are incorporated as per the needs of the circumstances. Without fluent and effective language, message cannot pass efficiently between two persons and as a result communication will be hindered leading to inappropriate decoding and following of proper guidelines and instructions.

Thus, we can say "Language is a tool for effective communication."

Use of Internet in business

 USE OF INTERNET IN BUSINESS

The basic concept behind use of Internet in business is that it allows you to connect to your customers so that they can learn what is being done, receive information and technical support and can even buy products over the Internet.It also helps to have communication with the remote clients and you can find huge amount of information on almost any subject and from anywhere.

The basic use is in following categories:

1. Online Commerce

2. Customer Service

3. Organisational Support

4. Information.

(1) Online Commerce

Almost all famous and large business companies have launched their Web Sites online. Even many small companies and local organisations are using the power of Internet. The basic information provided to online customers is as follows:

(i) Company Information: The basic thing to be done is to tell all about one's company. The amount and way in which information is presented tells a lot about the company to the online suffers. The various operations of the company can be provided. The main information to be included on the Web 

Page is :

The Company's name.

The logo of the company.

The contact information that is address, phone number, e-mail, etc.

 A brief description of what company does.

The partnership details can also be given.

The company's recent activities.

The products of the company.

This information can also be provided on the Web pages hosted by the Internet Service Providers. These sites look like one's own site. The contents of the web page should be well structured and technically accurate, of a quality and style and should also use proper grammar and punctuation.

(ii) Catalog of Products and Services : The listing of products and services should be provided to the public if the company deals in providing products and services. In this kind of Web page a simple information only about the products can be provided or little complex one can update the prices and the frequent changes from database.

A company that has wide range of services and goods has to update information by hand if no database is there. If database is there, then automatically new entries regarding prices, captions etc. are provided. The Web pages with databases need technical support. The software components are needed to link the Web page with the database. Some ISPs will support dynamically created pages but these can be better managed by having own

Internet Server.

(iii) Custom Product Specification : The catalogs can be created that allow users to choose the products, specify their purchase and also see the results online instead of having simple catalogs. In this kind of Web page the programming is needed. The programmes can be can be written in Java or Java Script, Perl script, etc. 

(iv) Product Brochures: Customers are turning towards Internet to access information regarding products. The product information can be given online.The animated pictures of products with 3-D affects can be used to attract more customer.

(v) Online Product Ordering : A natural extension of your online catalog online ordering and payment. A well-crafted web page encourages customers to browse, select, customise, order products and every pay for them using their credit cards.

(vi) Online Product Delivery: If your product is information, then you can even deliver it over the Internet! You must craft this kind of web site with care,however, in order to make the site secure. Creating an online product delivery web site can be simple if your products can only be unlocked if the customer phones you to get password. If you want customer to purchase the product as well as download it over the Internet, you must establish a secure connection as you do for online product ordering and payment.

(2) Customer Service

You can also use a web site to support your customers once they have purchased your product or service. Some things you can include in a customer support web site are:

Product technical references.

Troubleshooting guide.

Tips, tricks and application notes.

Order and shipment tracking.

Only the last two kind of support page (order & shipment tracking) require sophisticated web-page creation skill.

(3) Organisational Support

You can also create a web site that supports people inside of your organisation, rather than customers outside of it. An internal web site is often called an Internet. Sites that are intended for business partners and customers only and are not public are called Extranets. Some things might include in an Intranet are :

• Contact information, job description and so on for employees of your company.

• A company newsletter, complete with back issues.

• Memos and organisational correspondence. including an online forum for group communication.

• Organisational information such as the company handbook or policy and procedures manual.

. Databases for organisational use, such as customer contact lists and inventory tracking.

• Company financial information including stock prices and histories.

(4) Information

Another use for a web site is to collect information on a subject or discipline. An electronic engineering firm may collect a lot of data on devices  and circuits and it may make that data available to the engineering community.Software firms may collect and distribute publicly available software tools.

International Communication

INTERNATIONAL COMMUNICATION 

Internet

Internet can be defined as international network of computers, i.e., it is that network which connects the computers all over the globe across International Territories.

One can even define Internet as a network of networks, i.e., it can be taken

as a network which connects networks across the world.

Internet connects all open systems which are unrestricted for connectivity,so that they will be able to inter operate, share data, share resources etc.

To be able to communicate with each other and exchange information, these different types of computers need to comply with a set of standard communication rules called protocol. All computers connected to the internet use IP. Internet Protocol, which controls the break up of data messages into units called packets,and governs the routing of data from sender to receiver. IP is one of a suite of protocols known as Transmission Control Protocol/Internet Protocol, or TCP/IP, which was developed by the US Department of Defense to enable communication over different types of networks.

The Internet is very popular because a lot of services are available on it.It is a medium for international communication and the exchange of information. E-mail or electronic mail lets you send letters and other types of files. We can use it to buy things, find out about the latest information in the business, find a job seeker, or course information in different universities for students.

The Internet now has become unavoidable technology, as if you are not networked, you are out of the scene. Internet has become the largest and most important network, which is on a constant expansion, with more and more businesses, organisations, educational institutions, etc., are becoming part of internet, all over the world. Internet has now become a key platform for an ever changing information and other services. The internet is almost doubling itself in size every year. It is expected that internet has connected more than

one billion networks by 2000 A.D.

One can look at Internet as a store of documents, audio, video, and other Hypermedia contents, which give information about any thing on the earth

which you have an access once you get connected to it.

One can use Internet to carry on business activities easily and collaborate with other organisations. Businesses require a lot of external information in various functions regularly for taking decisions. For this, lot of time is spent in searching and getting information. Internet is a storehouse of information

and is able to cater to a very wide range of information needs. This is possible since users are able to electronically identify common interest groups and share information. It is easy to create databases and make information accessible to other users on the Internet. Users have to only search for information sites, qualify and retrieve useful information.

When business need to make information on their products and services available to others, e.g., for their clients, Internet provides a very convenient vehicle. Such businesses can set up their own web sites or home pages. When the potential clients and others visit the site or the 'home pages", they will have the option to send E-mail immediately indicating their interest or queries.For a business, such queries are not preliminary but qualified inquiries, It will also be possible to monitor the number of visitors to the "home pages" periodically. Very often, in a marketing situation, a number of preliminary queries are received and they are responded to with brochures and literature.

Mostly such material is sent by ordinary mail because of the amount and quality of material and distances involved, Internet presents an alternative

scenario in dealing with such a situation. Particularly, international queries can be attended to by advising the potential clients to access this information at the web site of the organisation at their convenience. The web site can not only surpass the brochures in presentation quality because of multi-media options, but also be dynamic and give the latest information. It is easy to update the "home page" electronically and regularly. The potential customer can also complete a query form and forward it electronically by clicking a few choices on screen.

No one can cause the Internet to crash, as no single computer or node controls it. One or more Internet nodes could fail without jeopardizing the Internet as a whole or preventing communications. However, different parts of the world are not equally well defended against Internet service failure. In more developed countries, the backbone of the Internet usually has redundant intersecting points. If one part fails, data traffic is quickly rerouted to another. This feature is called Redundancy. The more redundancy the backbone has,the more reliable the Internet service is.

GETTING ONLINE, WHAT IS REQUIRED

To become part of this exciting online internet community, we require :

(1) A computer.

(2) External/Internal Modem (an interface cable is required to connect it with the computer, in case of external modem).

(3) A dial-up telephone line.

(4) Communication software.

(5) An Internet access account with an Internet Service Provider eg.,VSNL, Satyam Online, MTNL.

Chairman Speech

CHAIRMAN'S SPEECH 

The chairman's speech is not required by law. It is a matter, of custom or tradition. Basically the chairman's speech is to give details or highlight aspects that are not covered in the director's report as the later document includes the statutory information. He reads the chairman's speech at the annual general meeting before the meeting takes up the consideration of the statutory items starting from reading of the notice, auditors' report and the discussion on the accounts of the company. Copies of the speech are sometimes distributed to the members attending the annual general meeting before entering the venue of the meeting. However, in other cases such speech is handed over to the shareholders at the conclusion of the meeting either separately to all shareholders including those who have attended the meeting or along with dividend warrants.

It is also customary to advertise the chairman's speech or an abridged version thereof in leading newspapers for the interest of the general public prospective investors. In the advertisement a note is added that the speech published does not purport to be the proceedings of the meeting as a measure of abundant caution since section 197 of the act prohibits the publication at the company's cost any report of the proceedings of a meeting unless it covers all the matters given in section 193.

Like the director's report, the secretary in coordination with the head of  the operating functions drafts the chairman's speech before it is finalized by the chairman. Since there is no statutory provision relating to chairman's speech, there is no hard and fast rule as to what it should contain and thus the length, style and nature of the speech varies from chairman to chairman and company to company.

The chairman's speech for a particular company may differ from year to year depending on the circumstances, but matters that are generally included in the speech are :

• Review of the company's working,
• Progress during the year,  
• Measures initiated to overcome such difficulties, and
• Immediate and future prospects of the Company.

Where the chairman reads his speech before commencing the statutory items of business at the annual general meeting the minutes of the meeting must include a reference to this and could be worded either that after the chairman's speech, he requested the secretary to read the auditors' report or include a brief summary of the speech in the minutes of the meeting.

Chairman of the meeting

 Chairman of the Meeting

The chairman of the meeting is a person who presides the meeting.The chairman can be explained as "the umpire of debate, the judge of admissibility and the upholder of the decorum."

Section 175(1) states that unless the articles otherwise provide, the members present in person at a meeting shall elect on a show of hands one of their

members to be the chairman. In this context Regulations 50, 51 and 52 of Table

A are relevent.

Regulation 50 : The chairman, if any, of the Board shall preside at every general meeting of the Company.

Regulation 51 : If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, the directors present shall elect one of their members to be the chairman of the meeting.

Regulation 52: If at any meeting, no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be the chairman of the meeting.

If a poll is demanded on the election of the chairman, it shall be taker forthwith. The chairman elected on a show of hands shall exercise all the powers of the chairman.

If some other person is elected chairman as a result of the poll, he shall be chairman for the rest of the meeting.

In the case of Narayana Chettiar vs. Kaleeswara Mills, the Madras High Court described the position and powers of a chairman and observed, "If the chairman unjustly and without the consent of the shareholders stops the meeting, it is perfectly within the powers of the meeting to elect another chairman and conduct the remaining unfinished business." Hence, a chairman by himself cannot postpone a meeting.

The chairman must see to it that the proceedings of the meeting are conducted according to the rules, that proper order is maintained at the meeting, that proper opportunity is given to members to express their views.He should see that the voting is fair and the sense of the meeting is properly ascertained on each and every motion. He must act bonafide at all times and in the interest of the company.

The chairman, if the articles provide for it in the case of equality of votes any have a casting vote (Second Vote). If the articles do not make any such provision, the chairman does not have a second or casting vote.

Duties of the Chairman :

(1) The chairman must take care that the minority is not oppressed in any way.

(2) The chairman must give the members who are present a reasonable opportunity to discuss any proposed resolution and it must be ensured that all the views are adequately aired. But at the expiry of a reasonable time, if he thinks fit, he should stop the discussion on any resolution. 

(3) The chairman must see that the meeting is properly convened and constituted, i.e., proper notice was given to every person entitled to attend the meeting and his own appoint heft is in order. It is the chairman who is to see whether a quorum is present before proceeding with the business.

(4) The chairman must conduct the proceedings in accordance with the provisions of the Act, the companies Articles of Association or Table A or in the absence thereof, the common law relating to the meetings.

(5) The chairman should adjourn the meeting when it is impossible, by reason of disorder or other like cause, to conduct the meeting and complete its

business. He must not use this power in a malafide manner.

(6) The chairman must take care that the opinion of the meeting is properly ascertained with regard to the questions before it. He must do so by putting the resolution in a proper form before the members and then declaring the result.

(7) The chairman must keep order in the meeting. He must decide all questions which arise at the meeting and which require decision at the time.

(8) The chairman should exercise his casting vote, if any, provided by the Articles for the benefit of the company. But a Casting Vote has to be given and

cannot be assumed. Chairman has discretion to vote or not to use the casting vote, and in case he decides to use the casting vote, it can be different from his first vote.

The minutes of the meeting should be properly recorded and signed by the first vote.

Notice,Agenda,Chairman and Minutes of Board Meeting

 Form of Notice of Board Meeting :

The Act does not prescribe the form of notice or mode of service and if the directors are duly informed that in future meetings would be held on the first Saturday of every month, it is sufficient compliance of the statute.

Agenda of Board Meeting :

The law does not require an agenda for the meeting of the Directors.Section 286 only requires that notice of every meeting of the Board of directors of a company shall be given in writing. Hence, the notice need not specify the agenda. The agenda may be set out as a matter of  he is to hold office. If no such chairman is elected, or if at any meeting the Chairman is not present within five minutes from the scheduled time for the meeting then the directors present may choose one from amongst them to be chairman of the meeting.

Minutes of the Board Meeting :

As per section 193 of the Companies Act, 1956 every company must cause minute of all proceedings of every meeting of its Board of Directors to be entered in the Book kept for the purpose, within 30 days of the conclusion of such meeting. The minutes book must be signed by the chairman in the said meeting or the chairman of the next succeeding meeting.

The minutes of each Board meeting must contain a fair and correct summary of the proceedings thereat. They must contain the names of the directors present at the meeting. In respect of each resolutions passed at the meeting, the names of the directors, if any, dissenting from on not concurring with the resolution must be stated.

Where minutes of proceedings of any Board meeting have been properly kept,until the contrary is proved :

(i) the meeting shall be deemed to have been duly called and held;

(ii) all proceedings thereat to have duly taken place;

(iii) all appointments of directors made at the meeting shall be deemed to be valid.        

                                                     (Section 195)     "Minutes of the board meeting are kept in order that shareholders of the company may know exactly what their directors have been doing, why it was done,when it was done."

Minutes of Meeting

 Minutes

Minutes are the official record of the meetings of a company. These are a summary of the business transacted, discussions held and decisions and resolutions arrived at the meeting.

As per the Companies Act, 1956, every company is required to keep minutes of the proceedings of:

1. Every general meeting.

2. Every meeting of Board of Directors.

3. Every meeting of Committee of Board of Directors.

For this purpose, every company is required to make entries of the proceedings of its meetings in books kept for the purpose within 30 days of the conclusion thereof minutes have to be written by hand and typed minutes cannot be posted in the minute Books. Every page of the book, with pages consecutively numbered, should be initialled or signed and the last page shall be dated and signed : (a) in the case of board committee minutes by the chairman of the meeting or the chairman of the succeeding in meeting, (b) in the case of minutes of general meeting, by the Chairman of the meeting within the aforesaid period of 30 days of the conclusion of the meeting or in the event of death or inability of the Chairman, by the Director duly authorised for the purpose.

The Chairman of the meeting has, however, unfettered discretion on the matter of excluding from the minutes any matter which could reasonably be regarded as defamatory of any person, or is irrelevant or immaterial, or detrimental to the interests of the company.                    

                                                         (Section 193)

Minutes of the meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings, recorded therein.                                           (Section 194)

A director, who is present at a meeting at which the minutes of a prior board meeting are confirmed, is not thereby made responsible for what was done at the prior meeting. [Re Land Allotment Co.1894 1 Ch. 615]

Advantages

1. These serve as the official record of the decisions arrived at the meeting.Once confirmed, these are unalterable.

2. These serve as the evidence of the proceedings and decisions arrived at unless the contrary is proved.

3. They help the members to recall the exact conclusions reached at in previous meetings.

4. Absentee members can come to know about the proceedings.

5. These serve as the history of the company.

Contents of the Minutes

1. Fair and exact summary of proceedings.

2. Appointment of officers made thereat.

Inspection of Minutes Books

The minutes books of the general meetings of a company must be kept at the registered office of the company and be open during business hours for the inspection of any member without charge for at least two hours a day. A member is entitled to be furnished within seven (7) days of his making the request for a copy of minutes on the payment of a prescribed sum which, if refused will be punishable with a fine of Rs. 500 for each offence.

Kinds of Minutes

These can be of two types :

1. Minutes of Resolution: In these, only the resolutions passed at the meeting are recorded and no reference is made to any discussion preceding the resolutions. No mention is made of the movers and seconders of the resolutions; e.g.,Resolved that the resignation of Mr. Lalit Mohan be accepted w.e.f. April 2004.

2. Minutes of Narration : These record the brief discussion and circumstances leading to resolution passed. These are drafted in narrative form like reports; e.g., Mr.J.P. Singh proposed the name of Mr. Atul Sharma as Managing Director and Mr. Narayan Rao seconded it. Resolved that Mr. Atul Sharma be appointed the Managing Director of the company.

It will be completely presented as follows:

(i) The minutes of the meeting held on December 10, 2003 were approved by the board and signed by the chairman.

(ii) Mr. J. P. Singh proposed the name of Mr. Atul Sharma as Managing Director and Mr.Narayan Rao seconded it.

(iii) Resolved that Mr. Atul Sharma be appointed the Managing Director of the Company.

(iv) It was decided that the Finance Manager, Mr. Naresh Dhawan, should,at the next meeting, produce a draft prospectus to be issued in June 2004 for inviting application for shares.

(v) The secretary was directed to call the next meeting on May 10, 2004.

Writing of Minutes

The following points must be considered while writing the minutes :

1. Minutes of each meeting must clearly state the nature of the meeting in the beginning.

2. It should mention the date, time and place of meeting.

3. In case of Annual General Meetings and Board Meetings, the number of meeting (1st, 2nd, 3rd etc.) should be mentioned.

4. The names of all those present and in what capacity and the names of those who are absent must be recorded.

5. Each minute should be numbered for quick reference.

6. Each item in the minutes should be numbered and given a brief heading.

7. The language of minutes should be clear and concise.

8. The tone of minutes should be impersonal.

9. Minutes should be verified, approved or modified in the subsequent meeting.

10. The Secretary should take notes when meeting is going on and should ask for clarifications, if any, needed so that no important information is missed.

11. The Secretary get the minutes' rough draft checked from the Chairman to avoid any possibility of alteration in future.

Agenda of meeting

 AGENDA

Agenda is the official list outlining the contents of a forthcoming meeting.It is specifies the things to be done or dealt with at a particular meeting chronic order. Agenda is given along with the notice, but usually separately circulated as an annexure with the notice. It is prepared by the company secretary in consultation with the chairman.

Writing of Notice and Agenda :

I. Writing of Notice : While drafting the notice, the company secretary should consider the following points :

1. It should specify the nature of meeting : Annual General Meeting, Board Meeting, Meeting of Debentureholders etc.

2. It should clearly state the day, time and place of meeting,

3. It should be sent through post to all the persons entitled to attend the Meeting.

4. It should be sent within time, keeping in view the requirement of law and articles of association,

5. It must be absolute and conditional.

II. Writing of Agenda : While drafting and circulating agenda, the company secretary should consider the following points :

1. It should clearly state the name of the company and nature of the meeting.

2. It should state the order in which the business at the meeting should be conducted.

3. It should first state the routine matters and then the important matters.

4. It must be clear and specific.

5. It must be circulated to every member within reasonable time.

6. It must contain the supporting information, if needed.

7. It must contain the date of circulation.

8. It must contain the signature of company secretary.

The first item in the agenda is confirmation of the minutes of the last meeting. Any other thing can be discussed other than that in Agenda with the permission of Chairman.

Notice of Meeting

 NOTICE 

Notices are sent/used to provide intimation to the members of group. These are sent to attend the meetings of the shareholders, executing committee,finance committee etc. These should be circulated to all the members within reasonable/prescribed time before the start of the meeting. It is the formal invitation to shareholders, directors an other members entitled to attend the meeting.

In case of group meeting, notice should be sent to all the members of the group.

Proper Notice :

'Notice' means an advance intimation of the meeting so as to enable the person concerned to prepare himself for it. The notice must be clear and should state the purpose for which the meeting is called. The notice must be in writing and it must be given at least 21 clear days before the date of the meeting. In

at the expiry of 48 hours after it is posted.

The date of posting and the date of meeting have to be in addition to 21 days. Intervening holidays are counted as period of notice.

According to the provisions of the companies Act, 1956, if the members holding 95% of the paid-up share capital having voting rights consent then a shorter notice may be sufficient to convene a meeting. Such consent may be before the meeting or after the resolutions were passed.

Types of Notice

I. On the Basis of Length :

According to length, notice can be of three types:

1. Ordinary Notice : When all those who are concerned with the business of the meeting and are entitled to attend it,are communicated of the Date, Time,Place and Business of the meeting, such a communication is called the Notice of the Meeting. When the length of notice is not less than twenty-one (21) days before Meeting, such a notice is called Ordinary Notice.

For the calculation of 21 days, the day on which the notice is served and the date of meeting are to be excluded. The part of the day after the hour at

which the notice is deemed to have been served, cannot be combined with part of the day before the time of the meeting on the day of the meeting to form one day, Where the notice is sent by post, it shall be deemed to have been received

at the expiry of forty-eight hours after the posting. It means forty-eight hours after posting should be excluded from the calculation of twenty-one days.

2. Long Notice : The length of the notice to convene a meeting, if more than twenty-one days before the meeting, it is called long notice. A long notice can

be issued by a company if the Articles of Association of the company validly provide for longer notice than the statutory minimum period, i.e., twenty-one days before the meeting.

3. Short Notice: When the length of the notice to be served to hold a meeting is less than twenty-one days, it called short notice. The Companies Act does not provide for a notice less than twenty-one days before the meeting, but there are a few cases, when a short notice is considered to be sufficient.

Conditions for Short Notice/Exceptions to Minimum Statutory Period for Notice: The following are the conditions, when a short notice can be validly issued:

(i) When the consent of all the members is received, who can attend and vote at the meeting in case of Annual General Meeting.

(ii) In case of any other meeting, if the members holding not less than 95 percent paid-up share capital of the company or holding not less than 95 percent of the total voting power of the company when a company does not have share capital, consent to the notice of less than twenty-one days.

It is open to the shareholders to give their consent subsequent to the meeting. The only requirement is that the shareholders should give their consent with full knowledge of the implication of the resolution. Note that all members can similarly agree to the accounts being sent to them less than 21 days before the annual general meeting.

A meeting at a short notice may be valid in respect of one resolution and may not be in respect of another resolution as it depends upon the voting rights of the members in the meeting and their consent. The members can voluntarily consent to a short notice either before the meeting is held or after the resolutions are passed. A meeting which could be invalidated due to shorter notice, may be

validated/rendered effective if those members becoming aware of the defect do not raise objection in tims and their subsequent conduct shows that the meeting had their implied approval.

II. On the Basis of Business to be Discussed :

It can be classified into three parts:

1. Notice for Ordinary Business : The notice issued for a meeting, in which ordinary business matters are discussed, is called Notice for Ordinary Business.

The ordinary business is concerned with the following:

(i) The consideration of accounts, balance sheet and the report of the board of directors and auditors.

(ii) The declaration of divided.

(iii) The appointment of directors in place of those retiring.

(iv) The appointment and fixation of remuneration of auditors.

The notice for such business must contain a statement of the nature of business to be transacted  in the meeting.

2. Notice for Special Business : When in an annual general meeting some business is to be transacted which is other than the ordinary business trans-acted at the Annual General Meeting, Statutory Meeting and Extraordinary General Meeting, the notice must contain an explanatory statement along with it. Such a notice is called Notice for Special Business. Such an explanatory statement must contain all the material facts concerning each such item of business particularly the nature of the concern or interest, if any, of any director and the manager.

The Explanatory Statement attached with the notice contains the following information:

(i) The nature of concern or interest, if any, therein of any director and manager (in such special business).

(ii) The extent of shareholding interest in other company of every director and manager of the company, if such interest is not less than 20 percent of the affects such other company.

(iii) If such business relates to approve any document in the meeting, time and place, where such document can be inspected.

The purpose of the statement is to enable the members to understand and to make up their mind whether to go to attend and vote at the meeting or

sppreciate the nature of the business proposed to be considered at the meeting abstain from it.

If members are not fully disclosed the facts upon which they are asked to vote, the resolution passed at the meeting will be invalid.

3. Special Notice : There are some resolutions which require a Special Notice to be issued. It is required in the following cases :

(i) For the appointment of an auditor other than the retiring auditor.

(ii) For the express resolution that the retiring auditor will not be reappointed.

(iii) For removing a director before the expiry of his term.

(iv) For appointing another person as a director in place of the director removed.

The articles of a company may provide for additional matters in respect of which Special Notice is required.

In the above cases, the notice of intention to move the resolution shall be given to the company not less than fourteen (14) days before the meeting. The  company, after receiving the notice, must immediately give its members the notice of proposed resolution in the ame manner as it gives the notice of any meeting. If that is not practicable, the company must give notice either by advertisement in a local newspaper or in any other mode allowed by the article at least seven (7) days before the meeting.

 The resolution requiring Special Notice is not an independent resolution by itself. It may be an ordinary resolution or a special resolution.

 

Notice to Whom

Notice of every meeting must be given to the following persons :

1. Every member of the company.

2. Ever person entitled to share in consequence of death or insolvency of a member.

3. Auditor(s) of the company.

4. Public trustees.

5. If a share is held jointly by more than one person, notice may be served on the joint holder named first in the register of members.

6. When the heirs of a deceased member do not give their address, notice is served on the address of the deceased member.

Intentional omission to give notice of the meeting to the member(s) will make the meeting invalid, but an accidental omission to give notice or intentional or  accidental non-receipt by any member does not invalidate the proceedings at the meeting. Omission to give notice on the mistaken ground that the

member has ceased to be a shareholder because he had executed a transfer deed, cannot be said to be accidental. Hence, the proceedings of the meeting are assumed to be invalid.

Notice in case of Adjourned Meeting : An adjourned meeting is a continuation of the original meeting. So, a fresh notice is not required to be issued unless the articles contain such a provision. If the meeting is adjourned without fixing a day for holding the adjourned meeting or if fresh business other than such business as is left uncompleted at the original meeting, is to be discussed, a fresh notice of adjourned meeting must be given. When a meeting is adjourned for thirty (30) days or more, the notice of the adjourned meeting shall be given as in case of original meeting.

Service of Notice: The notice may be served personally or sent through post to the registered address of the members and, in the absence of any registered office in India, to the address, if there be any, within India furnished by him to the company

for the purpose of serving notice to him. Service through post shall be deemed to have been effected by correctly addressing, preparing and posting the notice.

Where a person refuses to accept notice served by registered post, under lection 27 of the General Clauses Act, such tender of the registered cover and his refusal to accept the same is valid service, in accordance with law.

Where the addressee denies service of notice and disputes the despatch, it is for the company to prove by proper evidence that the notice had been properly  despatched under certificate of posting.

Contents of Notice : Every notice of a company must specify the place, day and hour of the meeting.

Where special business is to be transacted, there must be appended to the notice an explanatory statement containing material facts concerning such business, particularly the nature of interest, if any, of directors and manager in the business.

If the meeting is to accord approval to a document, the explanatory statement must also state the time and place where that document can be inspected.

[Section 173(3)]

Where the resolution is to be passed as a special resolution', the intention to propose the resolution as such must also be stated in the notice.

[Section 189(2)(a)]

In the case of companies having share capital, the notice should also state with reasonable prominence that 'a member entitled to attend and vote is entitled to appoint a proxy  himself and the proxy need  not a member'[Section 176(2)].This must appear in the body of the notice before the signature of the authorised person.

A notice must clearly specify the business which is to be transacted at the meeting to which the notice relates, otherwise the notice would be bad. It should

make a full and frank disclosure to the shareholders of the fact, on which they would be expected to vote. [Tiessien vs. Henderson(1889) 1 Ch. 86]

Notice is different from Public Notice. A public notice is issued to inform the public at large to discharge their legal obligation in some cases like termination of services of an employee to warn the public against any dealings with him; merger of companies etc. Notice is issued to the members of the Company to convene a meeting and to discuss a particular business in it.

Short note on : (a) Facial expressions. (b) Postures.

(a). Facial Expression :

Facial expressions add meaning to the verbal content. The facial expression like a smile, a frown, the raising of eyebrows, tightening of Jaw muscles convey a lot in communication.

Facial expression convey happiness, anger, surprise, boredom, fear, sadness, disgust, liking, disliking, love, jealousy, agreement, frustration etc.

Human face has four important parts:

1. Upper Face : Eyebrows and forehead.

2. Middle Face : Eye, eyelids, nose foot.

3. Lower Face : Mouth and Chin.

4. The Side of Face : Cheeks.

These parts of human face are capable of carrying wide range of expressions and emotions.

Facial expressions are a set of powerful non-verbal symbols we use mainly to communicate emotions like anger, love, hate, fear, interest, disdain, lust, pleasure, anxiety, nervousness, confidence, and so on.We change facial expressions by contracting and relaxing our facial muscles. We can, for example,part our lips in a smile or arch our eyebrows in anger or concentration.

Some people have a poker face. Their faces don't show any variation even when their emotions fluctuate. It is difficult to communicate with them. They don't display enough symbols for us to build a satisfactory model of what is in their minds.

(b). Postures :

Postures refers to the way one stands, sits, and walks. The position of hands and legs and other parts of the body reveals not only an individual's state of mind - whether he is vibrant, alive and dynamic,nervous and confident and self assured etc.

Postures are the positions adopted by the body.They also contribute to communication. Standing erect as opposed to standing bent, kneeling down,or prostrating while interacting with another person,supports a different meaning. Standing up, hunching one's shoulders, leaning against a wall, sitting down stiff and upright, sitting at the edge of the chair,sitting down relaxed, lying down, changing the posture constantly, and so on, while communicating or being communicated to also have their own of meanings .

Seminar

 SEMINAR

Even if, seminar talks might look like speeches, but there is a marked difference between the two. While speeches are made to celebrate or marks an occasion, happy or sad to felicitate someone, to bid someone farewell or welcome someone, they do not raise a particular issue for discussion. In a seminar talk, the speaker, who has made a special study of the subject, gives his exposition of it  presents his views on it.

A seminar is a meeting for exchanging information and holding discussion on somewhat smaller scale than a conference. Conferences and seminars help to bring experts in a particular subject together to present their experiences and views . Every participant in a seminar is supposed to present a paper after the  reading of which all the participants are supposed to discuss it. There is a meaningful discussion on the papers that are read and summaries of these papers and the recommendations, if any, are published in the form of a report for wider circulation.

Thus a seminar may be held on any important aspect of national life like pollution of the environment or the declining state of education.

Inauguration of the Seminar

The seminar and workshops are usually opened by a distinguish person invited by the organisers of the seminar

A specimen inaugural speech is given below :

"I welcome you all to this seminar on 'The problems of pollution in the Cities in India'. Your expertise in the field of environmental studies will contribute to the finding of a solution to the great problem which threatens city life today. The keynote address, I notice, is to be given by Dr. N. Kumara Swamy, who has been associated with environmental studies in our country for the last four decades. His studies in recycling of chemical waste in urban industries has earned him a name all over the world."

A number of distinguished scholars and experts are going to take part in the seminar. I have great pleasure in inaugurating this seminar and wish you success in your deliberations.

How a Seminar is Conducted

A seminar may continue for two or three days, and be divided into number of different sessions. Each session covers a broad aspect of the topic and related papers are presented at the same session. Each session is presided over by someone distinguished in the field. He invites the participants to present their papers. After each paper he invites questions and comments and thus a discussion follows. He also moderates the discussion and prevents it from becoming a mere verbal duel or heated argument.

If you are giving a seminar talk or reading a paper, you must think of your main points, the order in which you will present them and the time at your disposal. You must avoid being monotonous and tiresome. You may, if you like, project the main points of your paper onto a screen by using an overhead projector, if one is available. Use charts or diagrams where needed. Use any audio-visual aids that you consider useful.

Conference

 Meaning of Conferences

Conference is a kind of meeting at which people exchange views and talk together. A conference is more informal than a committee. A conference is an act of consulting and discussing to share  knowledge, experiences, thoughts,feelings and opinions among a group of people who have common objectives. It is a kind of meeting at which people pool their knowledge, exchange their views and talk together to analyse information which is relevant to the topic set before them. A group of people involved in conference can discuss their individual as well as collective problems. By pooling ideas and experience,conference provides collaborative thinking to the problems. These days,companies tend to be large, with top management located at a head office which may be thousands of miles away from individuals, plants, workshops, depots and sales outlets, where the ordinary activities of manufacture, selling and distribution take place. As a result, problems of internal communication arise.Such problems are usually sorted out in the conferences, even within the organisation, sales executive and employees hold conference to discuss their problems and prospects in sale.

How to Make Conference Effective:

The following steps may be taken to hold an effective conference :

(1) Establish the Conference Objectives : The conference can be held for more of the following reasons :

(i) To spread new information or provide feedback.

(ii) To co-ordinate the efforts of a specific nature and obtain group support.

(iii) To reconcile a conflict.

(iv) To motivate the members of a group.

(v) To solve a current problem within a group.

(vi) To initiate creative thinking within a group.

(vii) To win acceptance for a new idea, plan or system.

The objectives of conference should not be too broad but should be realistic so that these are feasible to be achieved.

(2) Outline Procedure and Pattern of Conference : It is the duty of the leader/chairman to outline the procedure and pattern of conference. He is to decide whether it will be an open discussion or directed discussion or training conference or seminar conference.

Open Discussion involves active participation of all the members involved to solve a problem or to discuss a topic or to achieve the set objective.

Directed Discussion involves the guidance of the leader (trainer in case of  training for employees) in such a way that the facts, principles or concepts are explained.

In Training Conference the instructor gets the group to pool its knowledge

and past experience and brings different points of view to bear on the problem.

In Seminar Conference, the answer is found to a question or a solution to a problem. For this,the instructor defines the problem, encourages and ensures full participation in the discussion.

(3) Proper Physical Arrangement : There must be a proper physical arrangement in the conference. Every ones participating must get a Comfortable seat.Make sure the conference venue is as pleasant as possible and the chairs of the participants arranged in a such a way that each participant can see the speaker.Face to Face situation improves communication.There should be adequate

light, ventilation, alternative arrangement of light in case of power failure.There should be arrangement for stationary, drinking water and also of toilets/lavatories.

If the right size of the room is not available, it is better to select a small room because a small room presents a more friendly atmosphere than a large room which is not sufficiently filled. The following points must be considered regarding the place of the conference :

• Seating arrangement and the availability of extra seats, it needed.
• Proper lighting, heating and ventilation.
• Any visual aids required.
• Availability of extra paper and pencils.
• Name plates or name tags.

(4) Time of holding the Conference : The chairman is to decide the time at which conference can be held. It can be within business/working hours or after   business/working hours or morning time or evening time etc. at which all the

members and persons concerned can conveniently attend it and participate in

discussion.

(5) Size of the Conference : It is to be decided by the chairman regarding how many persons should be invited for attending the conference. The attendance should be viewed as management resources each able to contribute to the conference through knowledge or experience or both. Attendance by disinterested persons tends to increase non-relevant discussion and impede the meeting. So, the chairman should invite as many persons as necessary, not more. As the number of people invited increases, the ability of the chairman to predict the interaction which takes place becomes more difficult.

(6) Notice to Participants : Participants must be informed of the venue,time, dates, purpose and subject of the conference. The topic to be discussed is made known to the participants so that they can ponder and formulate the

views and participate actively when discussion in the conference starts.

(7) Discussion Material : Discussion material may be sent to all the participants well in advance. Many conventions and seminars require the organisers to prepare a folder for distribution to each visitor.

(8) Advertisement of the Conference : Conference cannot be a success unless

it is properly advertised in the trade journals and newspapers.It may also require brochures to be written, leaflets to be distributed.

(9) Prepare invitation, programme notes etc. Check all such material carefully so that details such as dates, times, venues etc. are not omitted.

(10) Moderator : The person who organizes the conference should serve as a moderator,making certain that all participants have an opportunity to speak and that the objectives of the conference are achieved.

(11) House Keeping and Conveyance : The proper lodging and boarding

arrangement for the delegates should be made. Transportation often present problem at such Conference in overpopulated cities.

Arrangements should be made to collect VIPs from stations. Moreover, police arrangement have to be made if conference is at disturbed areas.

(12) Visual Aids : Proper visual aids should be provided in the conference

that speaker may use them to have effective participation by each delegate. This will help to maintain the interests of the participants besides omitting a

the free flow of ideas.

(13) Opportunity to every speaker: In a conference all the speakers should

en be given adequate time to present his views. Discussion on the topics should

be encouraged. Speakers must be given very clear instructions on the length of time, they have for speaking and for answering questions.

 Closing: 

At the end, chairman should summarise the main points of the discussion and the conclusions reached in the conferences. He also has to evaluate and indicate the success of the group in achieving its objective. Then, he should thank the members for their participation, contribution and help in examining the problem. The chairman's concluding remarks are meant to clarify the final ideas and to create a sense of achievement in the group.

Post Conference :

The local organizing committee should prepare a 'Receipts & Payments

Account'.

Record of the meeting should be properly maintained. Such records should

show the number of participants and papers presented.

Someone, should prepare a brief report of the conference for newspapers.

Chairman should send a letter of thanks to each delegate, restating the main points of the conference. Also arrangement should be made to send any information requested in the meeting.

By keeping in mind above mentioned guidelines, the conductors of

conference as well as the participants can contribute to make a conference

success.

Advantages of Conference :

Conferences provide the following benefits :

1. Provide Information : Conferences provide information through various

persons who are expert in different fields.

2. Stimulate Thinking: Conferences stimulate the thinking among participants and channelise their creative impulses.

3. Promote Healthy Relations : Conferences promote good relations among the participants by questioning and discussions.

4. Solution of Problems : Conferences help in finding out the solution to

the problems by discussions etc. Group decision is certainly better.

5. Pooling of Knowledge : It contributes to the pooling of knowledge of the participants with the help of active participation in discussion.

Disadvantages of Conferences :

These are as follows:

1. Expensive : To hold conference is very expensive these days.

2. Vocal Delegates Dominate :Usually vocal delegates  dominate the conferences, others do not get opportunity to participate.

3. Lack of Interest: Some of the participants visit the conference gaining or contributing to the knowledge but to watch the side scenery/ies or places of historical importance, eg, if conference is held at Agra, main objective of the participants is to see 'Taj' in moonlight rather than participating in Conference.

4. Lead to Generalisation : Conferences lead to the generalisation (which are already known to the participants) and drift away from the specific problems which need greater attention. Too may cooks spoil the broth.

How to participate in a Conference :

These days of big-businesses and globalization of trade lay a special  emphasis on conferences. A conference is a gathering of qualified and

mutually linked people who have usually a particular orientation. In a Conference people/participants meet to discuss and decide certain issues.The  main target of the conferences is recommendatory in nature. A Conference is  successful or not, it depends on the skill, attitude, knowledge and behaviour of the participants.So it is very important for the participants to have some the pre-requisites:

1. Spade-work : A participant should know it well that he/she should be well-prepared for participation. He/she should do some spade-work prior to the  occasion. Knowledge of the agenda, supplementary questions related to it cannot be ignored. A participant should not be taken unawares. An enlightened speech/participation is always highly appreciated. It would be better if the participant pens down certain points for fear of slipping the mind.

2. Keen observation : You should have keen observation without which all your ideas and suggestions can be misdirected and misfixed. Closely observe what other participants have to say on the issue. You should critically evaluate different view points of other participants. You have to note down the biases, strong points and shortcomings of other participants. Such an attitude conference can be inculcated only through a keen interest in the proceedings of the conference.

3. Brevity: It is rightly said that brevity is the soul of wit. It is quite clear that time at the conferences is limited; most of the participants have to participate, so it is quite necessary that every participant should be brief and to the point. Come straight to the point without wasting your time on useless introductions or explications.

4. Poise : The participant has to keep poise first of his/her ideas and then of emotions. You should not be quickened by emotions but by ideas, arguments,facts and figures. Emotional outbursts are quite disastrous. You should have control over your thoughts, language and ideas lest you land yourself controversies and hit-backs. Don't trespass into the forbidden areas. Don't shout to impress upon others the justification of your point; it is a bad habit and should be discarded at the earliest.

5. Strike the iron when it is hot : It is not necessary to speak when it is  not to the point. But at the same time it should be clear that keeping mum when you should speak is very dangerous. You should speak at an appropriate time. When the opportunity comes, catch it by the forelocks.

6. Co-operation : At the conferences urgent issues are discussed thread bare. All the participants are expected to contribute their maximum to make the conference a success. So it will be out of place to put others out of face. Spirit of co-operation should be generated. Mutual understanding and Co-existence should be your catch-word.You should not criticise other  participants just for the sake of criticism, rather you should put your head with other heads to seek a solution to the problem under active discussion at the be your catch-word. You should not criticise other participants just for the sake of criticism,rather you should put your head with other heads to seek a solution to the problem under active discussion at the conference. You should not believe in policy of tug-of-war but of accommodation. The success of a conference depends on the participation of all the members. If the participants take it sincerely that they are meeting at a conference for seeking a solution to a problem only then it can be successful. Every participant should be given due weightage. A cordial atomsphere is a must for the  transactions of  the conference. 

George R. Terry in his book Principles of Management has given fourteen ways for a chairperson to build helpful meetings/conference :

1. Don't call a meeting to decide something you can and should decide yourself, or when a series of telephone calls to individuals will adequately serve the purpose. 

2. About three days in advance of the meeting or conference, send out notices giving the time and place of the meeting, appropriate material or reserach data, the agenda to be covered, and the approximate time the meeting will require, establishing a definite starting time. 

3. Indicate clearly the purpose of the meeting to all members; that is, whether to supply advice, arrive at a decision, or accept or reject a certain proposal to be presented. 

4. The day before the meeting review your notes for completeness. Give thought to possible questions that might be raised. 

5. Make certain all members are informed of the meeting. 

6. Encourage each member to participate. 

7. Ask questions that cannot be answered with a "Yes' or 'No'. 

8. Employ generous amounts of visual material but don't usurp all the time with a show. 

9. Get all members to express themselves; do not permit one member to monopolize the discussion. 

10. Be specific; make the discussions apply to the particular issues. 

11. Keep to the agenda; let each member have a chance to express herself or himself, but get them back to the subject at hand if they wander, and sum up succinctly immediately following what they have stated. 

12. Do not permit telephone calls to be transferred to the meeting room while committee is in session. 

13. Present facts first, then proposals for solutions. 

14. Write up all proceedings of the meeting and distribute copies to all group members and to the superior to whom the group reports.

ELEMENTS TO CONSIDER FOR SETTING UP A PRESS CONFERENCE

 Once it is decided to announce something through press conference it is required to consider various elements properly such as:

• When to hold the conference. 
• Where to hold the conference.
• How to select spokespersons.
•  Incentives to attend.
• The invitation.
• Arrangements on arrival and departure.

The practical implications of each of these elements are discussed below  before focussing on the formal presentation and the question and answer  session that normally forms the main part of the Press Conference.

When to hold the Conference :

TV news desks need at least two hours to edit material ready for transmission.So it is better to schedule or hold a morning conference to take advantage of the afternoon bulletins. One should be aware of these TV deadlines and Try to give TV reporters the first interview after the formal  presentations.

Where to hold the Conference :

Information about the venue for the press conference must be gathered advance. Try and make it as accessible as possible for media representative and be sure that it is well equipped with phones, faxes, ISDN lines and good audio-visual facilities.The size of the room is also important. Make sure the platform height is all right and that the lectern and screens are adjustable great care should be taken over the seating arrangements.

How to select Spokespersons :

It is always wise to find the right a spokesperson and spokespersons are part of business life, but if the company's chairman or CEO is an  ineffective speaker, than some other members of the team may be given the task of presentations and interviews .

Incentives to Attend :

In the present environment the incentives that ensure a good turn out reporters at press conference are the promise of a newsworthy story, accessible  location, interviews and photo opportunities. Even the lure of lavish refreshment is not really necessary any more, although appreciate being looked after.

The Invitation :

An impersonal note to the 'Business Editors' is less likely to get the response than a personalised one. It is better to hand-write the quest's name rather than print it and to keep the details clear and to the point journalist want to know why they have been invited, where they should go, and what  time they should arrive. Include a map and contact number.

Arrangement on Arrival and Departure :

Even though the formal proceedings may not have begun, first impression will have been made the moment journalists walk into the room. It is nice to ensure that there is someone to greet them and show them to their seats.