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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