4.5.4 Secretarial Matters 4.5.4.1 Constitutional Documents
A Company’ s primary constitutional documents are the MOA and AOA. A MOA contains the basic and primary objectives along with the objectives incidental to the primary objectives for which the company is formed. An AOA is a document which states the rights and duties of the members among themselves as well as towards the company. It is essentially a document containing the bye-laws of the company.
4.5.4.2 Board Meeting
The decision in the board meeting will not be considered valid unless the meeting is properly convened and duly constituted. The board meeting must therefore be convened by proper authority, through a proper notice, proper person as chair and have the requisite quorum i. e.
( i) Frequency- In case of company, a meeting of its Board of Directors shall be held at least once in every three months and at least four such meetings shall be held every year.( ii) Notice- Unless otherwise specified in AOA, a week’ s notice is considered sufficient.( iii) Time and Place of Board Meeting- Board meetings may be held at any place( outside
India also) and outside business hours, as per the mutual convenience of the directors.( iv) Quorum- The required quorum for a board meeting is one-third of its total strength or two directors, whichever is higher.
It is hereby clarified that directors of a company may participate in a meeting of Board Committee of directors through electronic mode means video conference facility i. e. audiovisual electronic communication facility employed which enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting
Resolutions, for certain matters, can also be passed through circulation i. e. by circulating the draft resolution to all the directors or, using video-conferencing
4.5.4.3 Annual General Meeting( AGM)
AGM is the annual meeting of the shareholders who meet to discuss the state of affairs of the company. It can not be held on a public holiday. Moreover, AGM is to be held only at the registered office or nearby area. The principal agenda of the AGM is to review the audited financials, appoint auditors, appointment / reappointment of rotational directors and to declare dividends, if any.
4.5.4.4 Minutes
Minutes are the records of the business conducted by the company and directors in their meetings. Every company shall maintain a record of all proceedings in each meeting of its board of directors or shareholders. The minutes are to be prepared within 30 days of the conclusion of every such meeting. Each page of the minute book should be initialled and last page should be signed and dated.
Minutes of the board meetings may be maintained in loose-leaf form. However, they should be bound at the end of each financial year of the company and shall be kept at the place where the registered office of the Company is situated.
4.5.4.5 Statutory Records
A Company is required to maintain certain registers which records specific transactions like mortgage of charges, contracts in which Directors are interested.
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