Secretarial Standards SS-1 explained: this guide covers what Secretarial Standards SS-1 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.
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) are mandatory standards that all companies (except OPCs and dormant companies for certain purposes) must follow. SS-1 deals with Board Meetings and SS-2 deals with General Meetings. They were made mandatory under Section 118(10) of the Companies Act 2013 and are effective from July 1, 2015.
Secretarial Standard SS-1: Meetings of Board of Directors
SS-1 prescribes norms for convening, conducting, and documenting Board meetings and committee meetings.
Notice Requirements under SS-1
| Requirement | Standard |
|---|---|
| Minimum notice period | 7 days (shorter notice allowed if urgent business) |
| Notice contents | Date, time, venue, agenda (with all supporting papers) |
| Circulation of agenda | At least 7 days before meeting |
| Supplementary agenda | Can be circulated at shorter notice for urgent matters |
| Who to send notice to | All directors (including leave of absence directors) |
Quorum under SS-1
Quorum for Board meeting is 1/3rd of total strength of the Board (rounded up to nearest whole number) or 2 directors, whichever is higher. Quorum must be present throughout the meeting. If quorum fails during a meeting, meeting must be adjourned.
Chairman under SS-1
If no chairman is designated, directors present must elect one for the meeting. The chairman has a casting vote in case of equality of votes unless Articles provide otherwise.
Resolution by Circulation
Board resolutions can be passed by circulation (without a meeting) if approved by majority of directors entitled to vote. Resolution must be circulated to all directors, and note of resolution passed by circulation must be placed at next Board meeting.
Minutes Requirements under SS-1
- Minutes must be prepared within 15 days of meeting
- Must contain: date, time, venue; names of directors present; chairperson's name; decisions recorded
- For every resolution: text of resolution and whether passed unanimously or by majority (with dissent noted)
- Must be entered in minute book and signed by chairman at the same or next Board meeting
- Minutes cannot be attached as annexures — all decisions must appear in the minutes itself
Secretarial Standard SS-2: General Meetings
SS-2 covers convening and conducting of AGMs, EGMs, class meetings, and meetings of debenture holders.
Notice Requirements under SS-2
| Requirement | Standard |
|---|---|
| Notice period | 21 clear days (AGM and EGM) |
| Notice mode | In writing or electronic mode |
| Notice to | Members, directors, auditors, debenture trustees |
| Explanatory statement | Required for all special business items |
| Annual Report | Must accompany AGM notice |
Explanatory Statement (SS-2)
For each special business item, the explanatory statement must disclose:
- Nature of business to be transacted
- Interest of directors, KMP, and their relatives in the matter
- Effect if resolution is passed
- Necessity for the proposed resolution
- Relevant regulatory approvals obtained/pending
Conduct of Meeting
SS-2 prescribes that the chairman must ensure orderly conduct of meeting, read out the agenda items, address questions, and announce results. For items where e-voting is mandatory, results must be announced by the scrutinizer.
Minutes under SS-2
- Must be prepared within 30 days of meeting
- Signed by chairman at the same meeting or next meeting (or within 30 days)
- Must contain: record of all business transacted, resolutions passed, voting results
- Inspection rights: members may inspect minute books during business hours
- Cannot be altered after signing
Key Differences: SS-1 vs SS-2
| Aspect | SS-1 (Board Meetings) | SS-2 (General Meetings) |
|---|---|---|
| Participants | Directors (and invitees) | Shareholders (and proxies) |
| Notice period | 7 days | 21 clear days |
| Quorum | 1/3rd or 2, whichever higher | Varies by company size |
| Minutes preparation | Within 15 days | Within 30 days |
| Proxy | Not applicable | Allowed (48 hours before) |
Applicability
SS-1 and SS-2 are mandatory for all companies incorporated under Companies Act 2013 except:
- Banking companies (regulated by RBI directives)
- Insurers (regulated by IRDA)
- Electricity companies (if applicable law inconsistent)
- Such other companies as may be exempt under other laws