Paragraphs 8 and 9 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.
The last two paragraphs of SS-1 deal with what happens to Board records once the meeting is over and with the one disclosure the Standard asks for in the annual report. Paragraph 8 fixes how long minutes and papers are kept and who holds them. Paragraph 9 requires a statement on compliance with the Secretarial Standards in the Board's report. Both are routine items in compliance documentation work.
The version explained here is SS-1, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). The Standard says it comes into effect from 1 April 2024. 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.
Minutes of all meetings are preserved permanently, in physical form or in electronic form with a timestamp. Office copies of notices, agenda, notes on agenda and related papers are kept for as long as they remain current or for eight financial years, whichever is later, and destroyed afterwards only with Board approval. The Company Secretary holds the minutes books. The Board's report must include a statement on compliance with the applicable Secretarial Standards.
Paragraph 8: preservation and custody
| Para | Requirement | Practical step |
|---|---|---|
| 8.1 | Minutes of all meetings preserved permanently, physical or electronic with timestamp | Never destroy minutes; back up electronic books |
| 8.1 | Where a scheme of arrangement merges or amalgamates a company, the transferor's minutes handed over to the transferee are preserved permanently by the transferee, even if the transferor is dissolved | Include a records handover in the closing checklist |
| 8.2 | Office copies of notices, agenda, notes on agenda and other related papers kept in good order, physical or electronic, for as long as they remain current or for eight financial years, whichever is later; destruction after that needs Board approval | Keep a destruction register approved by the Board |
| 8.2 | The transferor's papers handed over are held on the same footing, and destruction needs Board approval and the Central Government's permission where applicable | Check applicability before destroying |
| 8.3 | Minutes books are in the custody of the Company Secretary or, where there is none, a Director authorised by the Board | Record the authorisation |
Other retention periods in the Standard sit in other paragraphs: proof of sending notice, agenda, draft minutes and signed minutes is kept for at least three years from the date of the meeting (or of circulation for a circular resolution), and the attendance register is kept for at least eight financial years from the last entry. Our guide to the minutes book under section 118 covers the Act's side of record keeping.
A simple retention schedule
| Record | Minimum retention |
|---|---|
| Minutes of Board and Committee meetings | Permanent |
| Notices, agenda, notes on agenda and related papers | While current or eight financial years, whichever is later |
| Attendance register | At least eight financial years from last entry |
| Proof of sending and delivery of notice, agenda, drafts and signed minutes | At least three years from the date of the meeting or circulation |
Paragraph 9: disclosure
The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards. The practical test is whether SS-1 and SS-2 were followed during the year: ask the Company Secretary for a short compliance note before the Board's report is finalised and place the statement in the report in a form the Board approves. Our explainer on the Board's report under section 134 shows what else the report contains. SS-4 also lists the compliance statement as a disclosure; see our article on paragraphs 13 to 25 of SS-4.
If a company is outside SS-1 (for example a single-Director One Person Company or a section 8 company), the statement is about the Standards that do apply to it. Before making the statement, check that the exemptions relied on are available, because the private company and section 8 reliefs depend on there being no default in filing financial statements or annual return. See our article on SS-1 scope.
What changed in 2024
The only change here is the effective date: the Standard now says it comes into effect from 1 April 2024, replacing 1 October 2017. The text of paragraphs 8 and 9 is otherwise unchanged. See the full list in the article on the revised SS-1 and SS-2.
Common lapses
| Lapse | Fix |
|---|---|
| Papers destroyed at the end of eight years without a Board decision | Record the Board's approval before destruction |
| Electronic minutes stored with no timestamp or backup | Use a system that stamps entries and keep copies |
| After a merger, the transferor's minutes are left with the old registered office | Hand over and log them |
| Minutes books held by an officer with no authorisation | Board resolution authorising custody |
| No compliance statement in the Board's report | Add a standard sentence and a supporting file note |
A worked example
Crescent Plastics Limited merges Crescent Moulds Private Limited into itself under a scheme. At closing, the Company Secretary takes custody of all of Moulds' minutes books and notices and files an inventory. Crescent keeps the minutes permanently, and sets the eight-financial-year clock for the notices and agenda. During the audit, the Board approves destruction of papers older than the retention period, and the Company Secretary records the list. In the Board's report, the Company Secretary inserts a statement that the company has complied with the applicable Secretarial Standards.
Need help with record keeping?
A retention schedule, a custody authorisation and a compliance statement for the Board's report are quick to set up and save audit time. TaxClue's compliance documentation team can prepare them with you.
Key takeaways
- Minutes are kept permanently, in physical form or electronically with a timestamp.
- Notices, agenda and notes are kept while current or for eight financial years, whichever is later.
- The Company Secretary, or an authorised Director, holds the minutes books.
- A merged company's minutes pass to the transferee and are preserved permanently.
- The Board's report includes a statement on compliance with applicable Secretarial Standards.
Read next
- Paragraphs 7.3 to 7.7 of SS-1: recording and signing minutes
- Annexures to SS-1
- Section 134: the Board's report
- Minutes book under section 118
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.