Revised Secretarial Standards SS-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.
SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), as revised, came into effect from 1 April 2024, replacing the texts that applied from 1 October 2017. The two standards bind companies through section 118(10) of the Companies Act, 2013. This guide compares the text up to 31 March 2024 with the revised text, paragraph by paragraph, in our own wording, using the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022). Later amendments and any later revision of the standards should be checked.
Section 118(10) requires every company to observe the secretarial standards on general and Board meetings specified by the ICSI and approved by the Central Government; section 118(11) prints a penalty of twenty-five thousand rupees on the company and five thousand rupees on each officer in default for a default in complying with the section for a meeting. The revised SS-1 and SS-2 are effective 1 April 2024. The main changes: private-company relaxations are tied to no default in filing financial statements or annual return; start-ups join the half-yearly Board meeting relaxation; interested directors in private companies count for quorum; the independent directors' meeting is once in a financial year; and shorter-notice, venue and postal ballot paragraphs follow the amended Act.
The legal hook: section 118(10)
Section 118(10): every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government. Section 118(11): if any default is made in complying with the section in respect of any meeting, the company is liable to a penalty of twenty-five thousand rupees and every officer of the company in default to a penalty of five thousand rupees. SS-3 on dividend and SS-4 on the Board's report are recommendatory, not mandatory; see our guide on SS-3.
For help bringing your minutes, notices and registers in line with the revised standards, see our compliance documentation service.
What changed in SS-1
| Paragraph | Text up to 31 March 2024 | Revised text from 1 April 2024 |
|---|---|---|
| Scope (paragraphs 1 and 2) | Applies to Board meetings of all companies except an OPC with only one director and a company licensed under section 8; section 8 companies follow the Act's own Board meeting provisions | Same scope; adds that a section 8 company's exemption and the specific private company exemptions in the standard are available only if the company has not committed any default in filing its financial statements or annual return with the Registrar |
| 1.2.3 (electronic participation) | Participation by electronic mode unless the Act or other law prohibits; no electronic participation in discussion of restricted items | Same rule, with the added words that restricted items may be discussed electronically where there is a quorum through physical presence of directors; the 2024 text reads "unless there is a Quorum in a Meeting through physical presence of Directors" |
| 1.3.4 (annual intimation) | A director may intimate at the start of the calendar year that he will participate electronically; valid for that year | Adds that such intimation does not stop him attending in person, if he tells the company sufficiently in advance |
| 2.1 (frequency) | Relaxation of one meeting in each half of a calendar year, with a gap of not less than ninety days, for OPC, small company and dormant company | The relaxation also covers a private company recognised as a start-up; the standard defines "start-up" by reference to recognition by the Department for Promotion of Industry and Internal Trade |
| 2.3 (independent directors) | Independent directors to meet at least once in a calendar year | At least one meeting in a financial year without non-independent directors and management |
| 3.2 (interested director, private company) | A director may participate in an item after disclosing his interest | In a private company, the director is also reckoned for quorum and may participate after disclosure |
| 3.3 (quorum, electronic mode) | Directors by electronic mode counted for quorum unless excluded for items by law | Counted for quorum except for restricted items, where quorum is by physical presence |
| 5.1.2 (chairman interested) | A private company chairman may continue to chair and participate after disclosure | Also reckoned for quorum |
| 6.2.2 (proof of circulation) | Proof of sending a circulated resolution kept not less than three years from "the date of the meeting" | Three years from the date of circulation |
| Effective date | 1 October 2017 | 1 April 2024 |
| Annexure A | Casual vacancy item for a public company | Item now reads: appointment of directors in casual vacancy subject to the articles, to be approved at the next general meeting |
Our guide on decisions without a meeting uses paragraph 6.2.2 for circular resolutions.
What changed in SS-2
| Paragraph | Text up to 31 March 2024 | Revised text from 1 April 2024 |
|---|---|---|
| Scope | All general meetings of all companies except OPC and a section 8 company | Same, with the default-based condition for section 8, private and Government company exemptions |
| 1.2.4 (venue) | AGM at the registered office or within the city, town or village; other meetings anywhere in India | An unlisted company's AGM may be held at any place in India if all members have consented in advance in writing or by electronic mode, before the meeting; an EGM of a wholly owned subsidiary of a foreign company may be held outside India |
| 1.2.4 (Government company AGM) | At the registered office or any other place with Central Government approval | Within the city, town or village of the registered office, or elsewhere as the Central Government may approve |
| 1.2.7 (shorter notice) | Consent of not less than ninety-five per cent of members entitled to vote, for notice and accompanying documents | AGM: ninety-five per cent; other meetings: a majority in number holding ninety-five per cent of the voting paid-up share capital (or ninety-five per cent of voting power if no share capital); financial statements can be sent in a shorter period on the same consent |
| 7.5.2 (related party voting) | A related party member does not vote on a resolution on the contract; private company members may | Adds an exception for a company in which ninety percent or more members in number are relatives of promoters or related parties, and for a wholly owned subsidiary, the holding company's resolution suffices |
| 7.5.2 (Government company) | Contracts between Government companies | Also with the Central Government or any State Government or any combination |
| 16.1 (postal ballot) | Items prescribed to be by postal ballot only | May also be transacted at a general meeting by a company required to provide e-voting |
| 16.8 (rescinding) | A postal ballot resolution is rescinded only by a later postal ballot | Or by a general meeting of a company required to provide e-voting |
| Effective date | 1 October 2017 | 1 April 2024 |
Many other paragraph changes only replace the word "para" with "paragraph". For the shorter notice in practice, see our guide on formats for consent to shorter notice.
Private company relaxations and defaults
Private companies have exemptions from some provisions by notification under section 462; check whether one applies. The revised standards add that the section 8 exemption and the specific private company exemptions in each standard are available only if the company has not committed any default in filing its financial statements or annual return with the Registrar. This is a condition in the standards' own text. A company in default should read each private-company relaxation with that condition in mind.
Worked example (invented names)
Lambda Services Private Limited is recognised as a start-up and holds Board meetings on 5 February and 10 August of a year that is not a leap year. Under the revised paragraph 2.1, the relaxation needs one meeting in each half of the calendar year and a gap of not less than ninety days between the two meetings. Counting days: 23 (rest of February) + 31 + 30 + 31 + 30 + 31 + 10 = 186 days, so the gap is satisfied and each half has one meeting. A private company that is not a start-up, not small and not dormant cannot use that relaxation and keeps a maximum interval of one hundred and twenty days between consecutive meetings; 186 days would be too long for it. Whether any private-company relaxation is open also depends on the no-default condition described above.
Common mistakes
- Using the 2017 text of the standards after 1 April 2024.
- Relying on a private-company relaxation while a filing default subsists.
- Holding the independent directors' meeting by calendar year rather than financial year.
- Not keeping proof of circulation of draft circular resolutions for three years.
- Applying the old shorter-notice rule to an EGM.
Need help with secretarial standards compliance?
We can review your notices, agendas, minutes and registers against the revised SS-1 and SS-2 and prepare formats. See our compliance documentation service.
Key takeaways
- Section 118(10) makes SS-1 and SS-2 mandatory; SS-3 and SS-4 are recommendatory.
- Both revised standards took effect from 1 April 2024.
- Private-company relaxations depend on no default in filing financial statements or annual return.
- Start-ups join the half-yearly Board meeting relaxation.
- Independent directors meet once in a financial year.
Read next
- Board Meeting Agenda Before the AGM
- Secretarial Standard on Dividend (SS-3)
- Secretarial Standards SS-1 and SS-2: Summary
- Drafting Minutes of a Board Meeting under SS-1
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.