> ## Documentation Index
> Fetch the complete documentation index at: https://docs.bizaxl.com/llms.txt
> Use this file to discover all available pages before exploring further.
# Board Meetings
> Record and manage board meetings, AGMs, EGMs, and committee meetings with agenda, minutes, resolutions, and Secretarial Standards compliance tracking.
**Roles: CS Executive, CA Partner** - CS Executives drive the meeting workflow from notice through filing. CA Partners draft and approve the minutes. CA Managers and CA Staff have read-only access.
**Upstream dependencies:** A CA Engagement must exist for the company client. For meetings where resolutions will be filed (MGT-14), the ROC Filing module must be accessible. For AGMs, the financial statements should be ready for adoption before the meeting date.
**Downstream:** Approved minutes that require MGT-14 filing chain to a ROC Filing record. The AGM date recorded here is used to calculate due dates for AOC-4, MGT-7, and ADT-1 filings. See [ROC Filings](/professional-services/ca-practice-management/roc-filings).
***
## Overview
A CA Board Meeting record covers every type of company meeting from a routine board meeting to the Annual General Meeting, maintaining the full paper trail required under the Companies Act and the Secretarial Standards issued by ICSI. Each record moves through a defined workflow from scheduling to filing, ensuring that notice periods are met, quorum is confirmed, minutes are formally approved, and any resolutions requiring MGT-14 are flagged for follow-up.
Records are named automatically in the format **BM-YYYY-#####** (for example, BM-2025-00015).
***
## Who uses this feature
| Role | What they do |
| ---------------- | ------------------------------------------------------------------------------------------------------------------ |
| **CS Executive** | Creates the meeting record, sends the notice to directors, marks the meeting as held, and files MGT-14 if required |
| **CA Partner** | Drafts the minutes and formally approves them before they are circulated to directors |
***
## Before you start
* The client must have an active CA Engagement in the system.
* Director names and DINs should be up to date in the client's engagement record.
* For an AGM, confirm the financial year end date so the AGM notice period and the downstream AOC-4/MGT-7 due dates are calculated correctly.
* For video-conferencing meetings, confirm the platform (Zoom, Microsoft Teams, Google Meet, etc.) before creating the record.
***
## Meeting types
| Meeting Type | When it is used |
| --------------------- | ------------------------------------------------------------------------------------------------- |
| **Board Meeting** | Any meeting of the Board of Directors for ordinary or special business |
| **AGM** | The Annual General Meeting of shareholders, held once per financial year |
| **EGM** | An Extraordinary General Meeting of shareholders for urgent business that cannot wait for the AGM |
| **Postal Ballot** | Shareholder voting by post or electronic means without a physical meeting |
| **Committee Meeting** | A meeting of a board committee (Audit Committee, Nomination and Remuneration Committee, etc.) |
***
## Create a board meeting record
**Path:** CA Practice Management → ROC and Company Law → Board Meeting → New
1. Select the **Client Engagement** for the company.
2. Choose the **Meeting Type** from the dropdown.
3. Enter the **Meeting Number**. Use the sequential number from the company's own meeting register (for example, the 47th Board Meeting of the company would be "47").
4. Set the **Meeting Date** and **Meeting Time**.
5. Enter the **Venue**. For physical meetings, enter the full address. For virtual meetings, enter the platform name and access link.
6. If the meeting will be held over video conferencing, check the **VC Enabled** flag and select the **VC Platform**.
7. Enter the **Agenda** in the agenda field. List the agenda items numbered as they will appear in the notice.
8. Save. The record is created with status `Scheduled` and the auto-name is assigned.
***
## Send the notice to directors (CS Executive)
After creating the meeting record and finalising the agenda, the CS Executive dispatches the notice.
1. Open the meeting record in `Scheduled` status.
2. Review the agenda to confirm it is complete and in the correct order.
3. Record the **Notice Sent Date** (the date the notice is being dispatched to directors).
4. Attach the notice document in the attachments section.
5. Click **Send Notice**. The status moves to `Notice Sent`.
Notice period requirements under Secretarial Standards:
* **Board Meetings (SS-1):** Minimum 7 days' notice. The notice must be sent to every director at their registered address by hand, speed post, registered post, facsimile, email, or any other electronic means.
* **General Meetings (SS-2):** Minimum 21 days' notice. This can be reduced to shorter notice with the consent of at least 95% of the members entitled to vote at the meeting.
***
## Mark the meeting as held (CS Executive)
After the meeting takes place, update the record to confirm it occurred.
1. Open the meeting in `Notice Sent` status.
2. Confirm the **Quorum Met** flag. A board meeting is not valid unless the minimum quorum was present. Check this only after confirming attendance.
* Board Meeting quorum (SS-1): one-third of total directors or two directors, whichever is higher.
* General Meeting quorum (SS-2): as per the Companies Act (typically five members for a public company, two for a private company).
3. Upload the **Attendance Register** (the signed sheet showing which directors or members were present).
4. Click **Mark as Held**. The status moves to `Held`.
If quorum was not met, do not mark the meeting as Held. Record the non-quorum in the attendance register, adjourn the meeting, and create a new meeting record for the adjourned date.
***
## Draft and approve the minutes (CA Partner)
Minutes must be prepared and circulated within 15 days of the meeting (SS-1 for board meetings; 30 days for general meetings under SS-2).
1. Open the meeting in `Held` status.
2. Click **Draft Minutes**. The status moves to `Minutes Drafted`.
3. Enter the full minutes text in the **Minutes** field. The minutes should include:
* Name of the chairman
* Directors present (with DINs) and those who attended by video conferencing
* Directors who sought and were granted leave of absence
* Quorum present at the time of each item transacted
* All resolutions passed, with the exact text of each resolution
* Dissenting views, if any director requested their dissent be recorded
4. Enter each formal resolution in the **Resolutions Passed** field with its reference number.
5. Check the **SS-1 / SS-2 Compliant** flag to confirm the minutes meet Secretarial Standards.
6. If any resolution requires filing with the ROC (see which resolutions need MGT-14 below), check the **MGT-14 Required** flag.
7. Click **Approve Minutes**. The status moves to `Minutes Approved`.
***
## Which resolutions require MGT-14
Under section 117 of the Companies Act, the following types of resolutions must be filed with the ROC within 30 days using Form MGT-14:
* Special resolutions (any matter requiring special resolution under the Act)
* Resolutions approving the annual accounts and board report (for public companies)
* Resolutions relating to appointment or removal of the managing director, whole-time director, or manager
* Resolutions authorising buy-back of securities
* Resolutions for issuance of shares or securities on a preferential basis
* Board resolutions relating to making loans or investments under section 186
When you check the **MGT-14 Required** flag, the system creates a linked ROC Filing record for Form MGT-14. The CS Executive can then open that record and complete the filing within the 30-day window.
***
## File MGT-14 if required (CS Executive)
1. After minutes are approved, if **MGT-14 Required** is checked, click **File**.
2. The status moves to `Filed`.
3. Open the linked ROC Filing record to track the MGT-14 form through its own workflow. See [ROC Filings](/professional-services/ca-practice-management/roc-filings).
If **MGT-14 Required** is not checked, you can click **File** to close the meeting record without creating a ROC Filing.
***
## Field guide
| Field | Description/Purpose |
| ------------------------- | -------------------------------------------------------------------------------------------------------------------------------- |
| **Client Engagement** | The CA Engagement for the company this meeting belongs to |
| **Meeting Type** | Board Meeting, AGM, EGM, Postal Ballot, or Committee Meeting |
| **Meeting Number** | Sequential number from the company's own meeting register |
| **Meeting Date** | The date the meeting is scheduled or was held |
| **Meeting Time** | The start time of the meeting |
| **Venue** | Physical address or video conferencing platform and link |
| **VC Enabled** | Flag indicating the meeting is held over video conferencing (fully or partially) |
| **VC Platform** | The video conferencing tool used: Zoom, Microsoft Teams, Google Meet, or Other |
| **Status** | Current stage in the Board Meeting Workflow |
| **Notice Sent Date** | The date on which the notice was dispatched to directors or members |
| **Quorum Met** | Confirms the minimum required attendance was present for the meeting to be valid |
| **Attendance Register** | Attachment of the signed sheet showing director or member attendance |
| **Agenda** | The list of business items to be transacted, as included in the notice |
| **Minutes** | Full text of the meeting minutes, including chairman, attendance, decisions, and resolutions |
| **Resolutions Passed** | Formal text of each resolution passed, with resolution numbers |
| **SS-1 / SS-2 Compliant** | Confirms the meeting and minutes comply with ICSI Secretarial Standards SS-1 (for board meetings) or SS-2 (for general meetings) |
| **MGT-14 Required** | Flag indicating that one or more resolutions passed at this meeting must be filed with the ROC using Form MGT-14 |
| **AGM Date** | For AGMs: the actual date the AGM was held; used to calculate ROC filing due dates for AOC-4, MGT-7, and ADT-1 |
***
## Workflow journey
```mermaid theme={null}
%%{init: {'theme':'base','themeVariables':{'fontFamily':'DM Sans','primaryColor':'#e7fdf6','primaryBorderColor':'#14f1b1','primaryTextColor':'#0f172a','lineColor':'#14f1b1'}}}%%
flowchart LR
A[Scheduled] -->|Send Notice - CS Executive| B[Notice Sent]
B -->|Mark as Held - CS Executive| C[Held]
C -->|Draft Minutes - CA Partner| D[Minutes Drafted]
D -->|Approve Minutes - CA Partner| E[Minutes Approved]
E -->|File - CS Executive| F[Filed]
```
### Role at each step
| Step | Action | Role |
| ---- | -------------------------------------------------------- | ------------ |
| 1 | Create the meeting record and finalise the agenda | CS Executive |
| 2 | Send the notice; record the dispatch date | CS Executive |
| 3 | Confirm quorum, upload attendance register, mark as held | CS Executive |
| 4 | Prepare the minutes and check compliance flags | CA Partner |
| 5 | Approve the minutes | CA Partner |
| 6 | File MGT-14 if required; close the meeting record | CS Executive |
***
## Secretarial Standards at a glance
Secretarial Standard SS-1 (Board Meetings) and SS-2 (General Meetings) are issued by ICSI and have statutory force under the Companies Act. The key requirements to keep in mind when completing a meeting record are:
**SS-1 (Board Meetings):**
* Notice of at least 7 days must be given to every director, with the agenda attached.
* The chairman of the board, or a director elected at the meeting, must preside.
* Quorum is one-third of the total directors or two directors, whichever is higher.
* A director participating by video conferencing counts for quorum but their attendance method must be recorded in the minutes.
* Minutes must be prepared within 15 days and circulated for comments before being entered in the minute book.
**SS-2 (General Meetings):**
* Notice of at least 21 days must be given to all members and directors, or shorter notice with 95% member consent.
* Quorum must be confirmed at the commencement of the meeting and before transacting business.
* Remote e-voting must be offered for listed companies and certain other companies.
* Minutes must be prepared within 30 days of the meeting and signed by the chairman of the same meeting or the next meeting.
The **SS-1 / SS-2 Compliant** flag on the meeting record is your sign-off that these requirements have been met. Do not check this flag until you have verified compliance against the full checklist.
***
## Notifications and alerts
| Trigger | What happens |
| --------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ |
| **Meeting date is 10 days away and Notice Sent Date is blank** | CS Executive receives a reminder to dispatch the notice |
| **Meeting date is tomorrow and status is still Scheduled or Notice Sent** | CA Partner receives an escalation alert |
| **Meeting is marked as Held** | CA Partner receives an in-app notification to begin drafting the minutes |
| **15 days have passed since the meeting was held and status is still Held** | CS Executive and CA Partner receive a reminder that minutes are overdue (SS-1 requirement) |
| **MGT-14 Required flag checked** | A linked ROC Filing record for MGT-14 is created automatically; CS Executive is notified |
| **MGT-14 due date is 7 days away** | CS Executive receives a reminder to file MGT-14 |
***
## Workspace access
**Path:** CA Practice Management → ROC and Company Law → Board Meetings
The workspace section shows:
* Upcoming meetings in the next 30 days (quick list, sorted by meeting date)
* Meetings with minutes overdue (held more than 15 days ago, minutes not yet approved)
* MGT-14 filings pending from recently approved minutes
* Meeting count by type for the financial year (chart)
***
## Best practices
* **Attach the signed attendance register before approving the minutes.** Minutes approved without the attendance register are difficult to reconstruct later, especially if a director disputes their presence or absence.
* **Always check MGT-14 Required before marking the meeting as Filed.** If you miss the MGT-14 flag and close the record, you will need to create a manual ROC Filing record for MGT-14 and track it separately. The 30-day filing window starts from the meeting date.
* **Keep the Meeting Number sequential and consistent with the company's own register.** Gaps or duplicate numbers in the meeting register are a common point of scrutiny during ROC inspections and secretarial audits.
* **For AGMs, confirm quorum before the chairman calls the meeting to order.** If quorum is not present at the start time, the chairman must wait 30 minutes and then adjourn. Recording a quorum that was not actually present exposes the company to penalties.
* **Record video conferencing attendance precisely.** SS-1 requires the minutes to name each director who attended by video conferencing and confirm that they could hear and be heard. A general note that "some directors attended by VC" is not sufficient.
* **Draft the minutes from the agenda items, not from memory.** Work through each agenda item in order, recording what was presented, discussed, and decided. If an item was deferred, note that explicitly. Minutes written from memory after a gap of several days tend to be vague on details and attract questions during audit.
* **Do not circulate draft minutes to directors as final.** SS-1 provides a comment window before the minutes are entered in the book. Record that the draft was circulated and note any comments received before you approve the minutes in the system.
***
## Related features
* [ROC Filings](/professional-services/ca-practice-management/roc-filings): MGT-14 and annual filings linked to AGM dates are managed here
* [Secretarial Audit](/professional-services/ca-practice-management/secretarial-audit): The audit reviews whether meetings and minutes are compliant
* [Client Engagements](/professional-services/ca-practice-management/client-engagements): The master record that links all board meetings to a client
* [Feature Overview](/professional-services/ca-practice-management/feature-overview): Full list of modules and how they connect