Annexures explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
SS-1 has two annexures, both linked to paragraph 1.3.8. Annexure 'A' is an illustrative list of business that must be placed before the Board at a meeting and may not be passed by circulation. Annexure 'B' is an illustrative list for the agenda of a new company's first Board meeting. This article groups the items by type so a company secretary can use them as a planning tool, and the agenda papers can come from board resolution and legal documents support.
The version explained here is SS-1, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part inconsistent, the Act prevails.
Both lists are illustrative, not complete. Annexure 'A' covers general business, specific items and corporate actions that must be decided at a meeting, not by circulation, and a further list for listed companies. Annexure 'B' gives the first-meeting checklist for a new company, from appointing the Chairman to appointing key managerial personnel. The only 2024 change is to the casual vacancy item.
Annexure 'A': business for a meeting, not circulation
Paragraph 1.3.8 requires business that the Act or any other law says must be considered at a Board meeting to be placed before it, and paragraph 6.1.1 says such items are not to be passed by circulation. Annexure 'A' gives examples. Here they are grouped by type; the list is not exhaustive, so check the Act and rules for any further matter reserved for a meeting. Our post on decisions without a meeting explains the contrast with circular resolutions.
| Type | Items in the list (in plain words) |
|---|---|
| General business | Noting minutes of the Audit Committee and other Committees; approving financial statements and the Board's report; considering the compliance certificate for applicable laws and the list of laws applicable to the company; appointing the secretarial auditor and internal auditors |
| Money and investments | Borrowing otherwise than by issuing debentures; investing company funds; loans, guarantees and security for loans; political contributions; calls on shareholders for unpaid share money |
| People | Remuneration of the Managing Director, Whole-time Director and Manager; appointment or removal of key managerial personnel; appointing someone as Managing Director or Manager in more than one company; filling a casual vacancy in a public company, subject to the Articles, to be approved at the next general meeting; payment to a Director for loss of office |
| Transactions | Related party transactions that are not in the ordinary course or not at arm's length; sale of subsidiaries; purchase and sale of material tangible or intangible assets outside the ordinary course |
| Independent Directors | Items arising from the Independent Directors' separate meeting, if they so decide |
| Corporate actions | Buy-back of securities; issue of securities, including debentures, in or outside India; amalgamation, merger or reconstruction; diversifying the business; takeover or acquisition of a controlling or substantial stake in another company |
Additional items for listed companies
For a listed company the Annexure adds a further list of operational and risk information for the Board: plans and budgets, key managerial personnel pay information, material notices and penalties, accidents and pollution, material defaults, substantial liability claims, joint venture details, large goodwill or intellectual property payments, labour problems, foreign exchange exposure, and non-compliance with regulatory, statutory or listing requirements. Check the listing regulations as in force for the precise requirements.
What changed in 2024
| Item | Change |
|---|---|
| Casual vacancy of a Director in a public company | The text now says the appointment is subject to the Articles and is to be subsequently approved at the immediate next general meeting, following section 161(4) as amended in 2017 |
| Headings | "Para" changed to "Paragraph" in the annexure headings |
See the full list in the article on the revised SS-1 and SS-2.
Annexure 'B': the first Board meeting
A new company should hold its first Board meeting within thirty days of incorporation (paragraph 2.1). The illustrative agenda has fifteen items. The table groups them by purpose.
| Purpose | Items |
|---|---|
| Starting the meeting | Appoint the Chairman of the meeting; note the certificate of incorporation; note the Memorandum and Articles as registered |
| Registered office | Note the situation of the registered office and ratify the title document of the premises or a notarised lease agreement in the company's name |
| Directors | Note the first Directors; read and record the Directors' notices of disclosure of interest; consider the appointment of Additional Directors; appoint the Chairman of the Board |
| Auditor | Consider the appointment of the first auditor |
| Administration | Adopt the common seal, if any; appoint bankers and open bank accounts; authorise printing of share certificates and correspondence with depositories, if any; authorise issue of share certificates to the subscribers |
| Costs and people | Approve and ratify preliminary expenses and agreements; approve the appointment of key managerial personnel, if applicable, and other senior officers |
For a worked draft of one of these items, see our board resolution for appointing the first auditor. The notice and agenda rules that apply to this meeting are in our article on paragraph 1.3 of SS-1 and the rules on circulation are in the paragraph 6 article.
Practical checklist
| Step | What to do |
|---|---|
| 1 | Before choosing circulation, check the draft against Annexure 'A' and the Act |
| 2 | For a new company, prepare the Annexure 'B' agenda within days of incorporation so the first meeting falls within thirty days |
| 3 | Attach a note and draft resolution for each item (paragraph 1.3.8) |
| 4 | Keep Directors' interest disclosures ready for the first meeting |
| 5 | Record in the minutes each item and the resolution passed |
A worked example
Banyan Foods Private Limited is incorporated on a Monday. Its Company Secretary prepares an agenda from Annexure 'B': appointing the Chairman of the meeting, noting the incorporation certificate and Memorandum and Articles, appointing the first auditor, opening the bank account and approving preliminary expenses. Six months later the Board wants to approve a loan to a group company urgently. The Company Secretary notes that loans are in Annexure 'A', so the proposal goes to a meeting, not by circulation.
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Key takeaways
- Annexure 'A' lists examples of business that must go to a Board meeting and cannot be passed by circulation.
- The lists are illustrative; check the Act and rules for further reserved matters.
- The only 2024 change is the casual vacancy item for public companies.
- Annexure 'B' gives fifteen first-meeting items from the Chairman to key managerial personnel.
- A new company's first Board meeting falls within thirty days of incorporation.
Read next
- Paragraph 1.3 of SS-1: notice, agenda and shorter notice
- Paragraph 6 of SS-1: resolution by circulation
- Board resolution for appointing the first auditor
- Decisions without a meeting
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.