Paragraph 1 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.
Paragraph 1 of SS-2 is the longest paragraph in the Standard and the one most often checked in an audit, because a defective notice puts every resolution passed at the meeting in doubt. It says who may call a general meeting, whom the notice must reach, how it is sent, what it must contain and how far in advance it must go.
The version explained here is SS-2, 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 of SS-2 inconsistent, the Act prevails.
A general meeting is called by or on the authority of the Board; members holding one-tenth of the voting capital can requisition an EGM. Notice goes to every member, Director, Auditor, Secretarial Auditor and Debenture Trustee at least twenty-one clear days before the meeting, unless ninety-five per cent consent to shorter notice. Special Business must be written as resolutions with an explanatory statement. No business may be transacted if notice was not given as the Standard requires.
Who convenes the meeting (1.1)
The Board calls the Annual General Meeting every year. If it fails to, any member may approach the prescribed authority, which can direct the meeting to be called. The Board may call an Extra-Ordinary General Meeting whenever it thinks fit. See our guides to section 96 on the AGM and section 100 on the EGM.
On a valid requisition from members holding at least one-tenth of the paid-up share capital carrying voting rights (or one-tenth of total voting power if there is no share capital), the Board must call an EGM. If it does not call a meeting within twenty-one days of receipt, for a day within forty-five days of receipt, the requisitionists may call and hold it themselves within three months of the requisition. No explanatory statement is needed for that meeting, and a requisition cannot cover business that must go by postal ballot. The procedure is in Rules 17 to 19 of the Management and Administration Rules.
Who receives the notice, and how (1.2.1 and 1.2.2)
Notice in writing goes to every member at the address registered with the company or depository (to the first-named joint holder), and also to Directors, Auditors, the Secretarial Auditor and Debenture Trustees. For a deceased member it goes to the nominee, the surviving first joint holder or the legal representative; for an insolvent member, to the assignee; for a company in liquidation, to the liquidator.
Notice may go by hand, post, courier, facsimile, e-mail or other electronic means. For e-mail the company keeps a record of recipients, failed transmissions and re-sends as "proof of sending" for the period the Board decides, not less than three years from the date of the meeting. Where the company offers e-voting, or the item goes by postal ballot, notice to members must go by registered post, speed post, courier or e-mail, not ordinary post. Notice is also hosted on the company's website until the meeting ends; a private company does so unless its Articles say otherwise. Keeping notices and dispatch records in order is part of board resolution and legal documents support.
What the notice must say (1.2.3 to 1.2.5, 1.2.10)
- Day, date, time and full address of the venue, the serial number for an AGM, and a route map and landmark (not needed for a company whose members are only its Directors and relatives, or a wholly owned subsidiary).
- Timing and place. An AGM or requisitioned meeting is called between 9 a.m. and 6 p.m. on a day that is not a National Holiday, at the registered office or elsewhere in the same city, town or village (an unlisted company's AGM may be anywhere in India with all members' prior consent).
- A prominent proxy statement that a member may appoint a proxy who need not be a member.
- Business. Special Business items are drafted as resolutions with an explanatory statement; Ordinary Business resolutions need not be set out. An attendance slip and proxy form with instructions accompany the notice.
The explanatory statement (1.2.5)
It must give the facts a member needs to understand the meaning, scope and implications of the item. It also discloses the interest of Directors, Manager, other KMP and their relatives; the shareholding of Promoters, Directors and KMP, where it is two per cent or more of the paid-up capital, in another company affected by the item; and a statement that any document referred to is open for inspection at the registered office, the head and corporate offices if elsewhere, and at the meeting. For the appointment or remuneration of a Director or Manager it gives personal and pay details, shareholding, relationships, meetings attended and other directorships; for an independent director, the justification for the choice or, on reappointment, the performance evaluation report or a summary. A private company follows these unless its Articles say otherwise. The Act's base is in section 102 on the explanatory statement.
The notice period and shorter notice (1.2.6 and 1.2.7)
Notice goes at least twenty-one clear days before the meeting. The day of sending and the day of the meeting are not counted, and two extra days are added where the company sends by post or courier. A valid special notice from members goes to all members at least seven days before the meeting.
Shorter notice needs written consent, physical or electronic: for an AGM, from not less than ninety-five per cent of the members entitled to vote (the financial statements may go at shorter notice with the consent of a majority in number holding at least ninety-five per cent of the voting capital); for any other meeting, a majority in number holding not less than ninety-five per cent of the voting capital. The consent request goes with the notice and the meeting is held only if consent arrives before the time fixed. See shorter notice under section 101.
Defects, additions and rescheduling (1.2.8 to 1.2.11)
- No business is transacted if notice was not given as the Standard requires, but an accidental omission to send notice to a member, or its non-receipt, does not invalidate the proceedings.
- Only business in the notice, or items the Act permits (members' proposed resolutions, special-notice resolutions and director candidature notices), is taken up. An amendment must reach all entitled persons at least twenty-one clear days before the meeting.
- A meeting convened on due notice cannot be postponed or cancelled. If circumstances beyond the Board's control prevent it, the Board may reconvene it for the same business with at least three days' intimation.
What changed in 2024
- 1.2.4: an unlisted company's AGM may be held anywhere in India with the prior consent of all members, and EGMs may be held outside India for a wholly owned subsidiary of a foreign company.
- 1.2.7: the shorter-notice text now follows section 101 and the proviso to section 136, with separate AGM and other-meeting thresholds.
- Other changes only replace "para" by "paragraph". The full list is in our article on the revised SS-1 and SS-2.
A worked example
Kestrel Packaging Limited, an unlisted public company with a Chennai registered office, wants its AGM in Pune and gets every member's written consent first. The Company Secretary e-mails notice with a route map, attendance slip and proxy form, and keeps the delivery log for three years. When the date later becomes impossible for reasons outside the Board's control, three days' intimation of the new date goes out.
Need help with general meeting notices?
A notice that misses the explanatory statement or the proof of sending can be challenged long after the meeting. TaxClue's board resolution and legal documents team can draft the notice, explanatory statement, proxy form and attendance slip and check the dispatch record.
Key takeaways
- The Board calls the meeting; one-tenth of voting capital can requisition an EGM.
- Twenty-one clear days' notice, plus two days for post or courier.
- Shorter notice needs ninety-five per cent consent.
- A convened meeting is reconvened, not postponed, on three days' intimation.
Read next
- SS-2 scope and definitions
- Paragraphs 2 and 3 of SS-2: frequency of meetings and quorum
- Drafting the notice of an AGM
- Revised SS-1 and SS-2 effective 1 April 2024
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.