Overview

Correspondence with Directors — what this chapter actually covers

A company is an artificial person that can only act through the human beings who run it, and the Board of Directors is the body the members elect to do exactly that. Someone, however, has to actually WRITE to those directors on the company's behalf — to tell a newly appointed director that the Board has appointed them, to call directors to a meeting, to pay them their sitting fee, to put a director on a committee, or to record for a director what the Board has just resolved. That someone, under the Maharashtra HSC Secretarial Practice Std XI syllabus, is the Company Secretary, and this chapter studies exactly this correspondence.

This chapter follows naturally from "Directors and Key Managerial Personnel of a Company" (who a director is, how one is appointed, disqualified or removed) and "Business Communication Skills of a Secretary" (the general skills of drafting, listening and presenting that a Secretary needs) — this chapter puts both together and asks: what does the Secretary actually WRITE to a director, on which occasions, and how should such a letter be structured so that it is accurate, courteous, and legally sound? It sits directly before "Correspondence with Banks" in the Std XI Secretarial Practice syllabus, the next stakeholder a Secretary regularly writes to.

Five things are covered, in this order: (1) the meaning, importance and the common occasions on which a Secretary corresponds with directors; (2) the structure and essential qualities of a well-drafted company letter addressed to a director; (3) a letter of appointment of a director; (4) a notice of a Board meeting and the related intimation of a resolution passed at a Board meeting; and (5) correspondence regarding a director's sitting fee and a director's appointment to a Board committee. Specimen/model letters are given throughout — a Maharashtra HSC Secretarial Practice examination regularly asks a student to actually DRAFT one of these letters, not merely describe it, so the drafting skill matters as much as the underlying company-law point it rests on.