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.
The Institute of Company Secretaries of India (ICSI) issues four Secretarial Standards: SS-1 on Board meetings, SS-2 on general meetings, SS-3 on dividend and SS-4 on the Board's Report. Only SS-1 and SS-2 are mandatory. This article sets out which is which, the version in force for each, who is covered and how the Standards relate to the Companies Act, 2013.
The versions in force are these: SS-1, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)); SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)); SS-3, effective from 1 January 2018 (recommendatory); and SS-4, effective from 1 October 2018 (recommendatory). ICSI may revise the Standards, so check the current versions on icsi.edu before relying on this article.
SS-1 and SS-2 are mandatory because the Central Government approved them under section 118(10), and the revised versions apply from 1 April 2024. SS-3 and SS-4 are recommendatory, which means a company is not legally bound to follow them, though they are widely treated as good practice. Every Standard says that if a later change in the law makes any part inconsistent, the Act prevails.
The four Standards at a glance
| Standard | Subject | Version in force | Status | Who is outside it, as printed |
|---|---|---|---|---|
| SS-1 | Meetings of the Board of Directors | Third version, January 2024, effective from 1 April 2024 | Mandatory | One Person Company with only one Director; a company registered under section 8 |
| SS-2 | General Meetings | Third version, January 2024, effective from 1 April 2024 | Mandatory | One Person Company; a company registered under section 8 |
| SS-3 | Dividend | November 2017, effective from 1 January 2018 | Recommendatory | A company limited by guarantee with no share capital; dividend declared by a company in liquidation |
| SS-4 | Report of the Board of Directors | Effective from 1 October 2018 | Recommendatory | Disclosures that do not apply to a company need not be made; OPC and small company prepare the abridged form prescribed by the Central Government |
For the detail of each, see the articles in this series: SS-1 scope and definitions, SS-2 scope and definitions, SS-3 on the amount available for dividend and SS-4 on the Board's Report.
Why SS-1 and SS-2 are mandatory
Both Standards state on their first page that they are issued by ICSI and approved by the Central Government under section 118(10) of the Companies Act, 2013, and that adherence by a company is mandatory as per the provisions of the Act. Section 118 deals with minutes of meetings; see our minutes book guide for the Act's own requirements. Because of the approval, a company that departs from SS-1 or SS-2 is not just ignoring good practice but is out of line with a mandatory Standard, a gap that a compliance advisory review can close.
SS-3 and SS-4 were issued by the ICSI Council without that approval. Each says plainly that adherence is recommendatory. They are still valuable because they give a common method for ascertaining dividend and for building the Board's Report, but a company is at liberty to depart from them, and the Act and rules remain the binding source. Do not describe either as mandatory in any compliance statement.
The three versions of SS-1 and SS-2
| Version | Issued | Effective from |
|---|---|---|
| First | April 2015 | 1 July 2015 |
| Second (revised) | June 2017 | 1 October 2017 |
| Third (revised) | January 2024 | 1 April 2024 |
The third version brought the Standards in line with amendments to the Act and with exemption notifications issued for private companies, section 8 companies and Government companies. The most visible change is the scope: the exemptions are now compliance based. A section 8 company's exemption, and the specific exemptions for a private company (and, in SS-2, a Government company), are available only if the company has not committed a default in filing its financial statements or annual return with the Registrar. The change list for each paragraph is in our article on the revised SS-1 and SS-2 effective 1 April 2024, and the individual articles in this series note the changes paragraph by paragraph.
How the Standards sit with the Act
Each Standard describes itself as in conformity with the Act and adds that if a later change in the Act makes a Standard or part of it inconsistent, the Act prevails. SS-3 extends the same rule to other applicable laws and notes that the Securities Contracts (Regulation) Act, 1956, the listing regulations and any specific provision of the income tax law also apply where relevant; for tax on dividend, see our income-tax guides. SS-2 also applies in the same manner to meetings of debenture holders and creditors, and to meetings ordered by a court or tribunal, without prejudice to the rules and orders governing them.
In practice, this means a company secretary should read the Standard together with the matching section or rule, and follow the Act where the two differ. Our posts on section 173, section 96 and section 123 cover the Act's side.
What the text itself says about authority
In SS-1 to SS-3 the Standard portions are in bold type and the background material is in normal type, and both have equal authority. SS-4 says that text in bold and normal type have equal authority. So an explanation in normal type is not a mere commentary; read it with the bold requirement.
The Guidance Notes
ICSI also publishes Guidance Notes (GN-1 on Board meetings, GN-2 on general meetings, GN-3 on dividend and GN-4 on the Board's Report). They explain and illustrate the Standards but have no force of law. GN-1 and GN-2 are based on the 2017 versions of SS-1 and SS-2 and were amended up to 31 December 2020, so a point in them should be used only for a paragraph that did not change in 2024.
A worked example
Lakeview Components Private Limited, with three Directors, filed its financial statements and annual return on time. It checks which Standards apply. SS-1 and SS-2 bind it, and its private company exemptions are available because it has no filing default. It chooses to follow SS-3 for its interim dividend and SS-4 for its Board's Report as good practice, and records in its compliance file that these two are recommendatory.
Need help with secretarial compliance?
Knowing which Standard binds you is the first step in a sound compliance calendar. TaxClue's compliance advisory team can map the Standards, the Act and your company's filings into one plan.
Key takeaways
- SS-1 and SS-2 are mandatory under section 118(10); the revised versions apply from 1 April 2024.
- SS-3 (from 1 January 2018) and SS-4 (from 1 October 2018) are recommendatory.
- Exemptions in SS-1 and SS-2 depend on no default in filing financial statements or annual return.
- The Act prevails over any inconsistent part of a Standard.
- Guidance Notes explain the Standards but are not binding.
Read next
- SS-1: scope, exemptions and definitions
- SS-2: scope and definitions
- Secretarial Standard 3 on dividend: key requirements
- 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.