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 sets out how a company should convene, hold and minute Board meetings. Before using any of its paragraphs, a company secretary needs to know whether the Standard applies to the company at all, whether it also reaches committee meetings, and what the defined terms mean. This article covers those starting points.
The version covered here is SS-1, 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. SS-1 is mandatory; where a later change in the Companies Act makes any part inconsistent, the Act prevails.
SS-1 applies to Board meetings of all companies except a One Person Company with only one Director and a company registered under section 8. A section 8 company must still follow the Act's Board meeting provisions. Since 1 April 2024, the section 8 exemption and the private company exemptions are available only if the company has not defaulted in filing its financial statements or annual return. The same principles apply to Committee meetings unless stated otherwise.
What SS-1 is for
The introduction describes SS-1 as a set of principles for convening and conducting Board meetings and related matters. It reads with sections 173 and 174 of the Companies Act, 2013 and the Meetings of the Board rules; see our explainer on section 173 for the Act's side. This series follows the Standard paragraph by paragraph, starting with the overview of all four Standards.
Who is covered and who is outside
| Company type | Position under the Scope paragraph |
|---|---|
| Company incorporated under the Act | Covered |
| One Person Company with only one Director on its Board | Outside SS-1 |
| One Person Company with more than one Director | Covered |
| Company registered under section 8 (or the corresponding provision of an earlier law) | Outside SS-1, but it must comply with the Act's provisions on Board meetings |
| Private company | Covered; it gets specific exemptions inside SS-1 in places |
The wording "licensed" in the earlier text was changed to "registered" under section 8 in 2024. This is a change of wording to match the Act's own language, not a change of meaning.
The compliance-based exemption (2024 change)
The most important change is that the exemptions are conditional. The exemption for a section 8 company, and the specific exemptions given to a private company within SS-1, are available only if the company has not committed any default in filing its financial statements or annual return with the Registrar. ICSI records that this reflects the exemption notifications of 2015 and 2017 for section 8 and private companies, which became available only to companies without such a default. The practical step, which a compliance advisory review would include, is to check the filing record before relying on any private company relief in SS-1, such as the quorum and chair relief for interested Directors or the half-yearly meeting relief. If there is a default, apply the general rule.
Committees
The principles of SS-1 apply equally to meetings of Committees of the Board, unless a paragraph says otherwise or another guideline, rule or regulation prescribes a different approach. So a Committee meeting needs a serial number, proper notice, quorum, attendance record and minutes, with the committee's own law applying where it is more specific.
Defined terms: a working table
The Standard defines these terms. The table gives TaxClue's plain-words summary, not the Standard's text.
| Term | In plain words |
|---|---|
| Act | The Companies Act, 2013 with any earlier enactment, amendments, re-enactments and the rules and regulations under it |
| Articles | The company's Articles of Association as originally framed or altered |
| Calendar Year | 1 January to 31 December |
| Chairman | The Chairman of the Board or Committee, or the person appointed or elected to chair a particular meeting |
| Committee | A Committee of Directors that the Act requires the Board to constitute |
| Electronic Mode | Meetings by video conferencing or other audio-visual means that let everyone communicate concurrently without an intermediary |
| Invitee | A person other than a Director or the Company Secretary who attends a meeting by invitation |
| Maintenance | Keeping, entering, authenticating and preserving registers and records in physical or electronic form |
| Meeting | A duly convened, held and conducted Board or Committee meeting |
| Minutes and Minutes Book | A formal written record of proceedings, and the book (physical or electronic) in which it is kept |
| National Holiday | 26 January, 15 August, 2 October and any other day the Central Government declares |
| Original Director | A Director in whose place an Alternate Director has been appointed |
| Quorum | The minimum number of Directors needed for a meeting |
| Secretarial Auditor | A practising company secretary or firm appointed under the Act for the secretarial audit |
| Secured Computer System | A system reasonably secure, reliable, suited to its function and following accepted security procedures |
| Timestamp | The time of an event recorded by a secured computer system |
Words not defined take the meaning given by the Act. Two points to watch. "Committee" covers only Committees the Act requires, so a voluntary management committee is not within the Standard. And "National Holiday" matters for adjournments for want of quorum, covered in our article on quorum and frequency.
A worked example
Meadow Retail Private Limited has three Directors and files its returns on time. SS-1 applies in full, and the private company relief remains open. Its sister entity, Meadow Welfare Foundation, is registered under section 8: it follows the Act's Board meeting provisions, may rely on the exemption only while its filings are up to date, and is outside SS-1. A One Person Company owned and run by one Director is outside SS-1 as well, but if a second Director joins, SS-1 applies from that point.
Need help with Board meeting compliance?
Checking whether a Standard applies, and whether an exemption is still available, is a routine part of a compliance review. TaxClue's compliance advisory team can review your filing record and Board meeting practice against SS-1 with you.
Key takeaways
- SS-1 covers all companies except a single-Director OPC and a section 8 company.
- A section 8 company still follows the Act's Board meeting provisions.
- Exemptions need a clean filing record for financial statements and annual return.
- The principles reach Committee meetings unless stated otherwise.
- Terms not defined in SS-1 take their meaning from the Act.
Read next
- Paragraphs 1.1 and 1.2 of SS-1: convening a Board meeting
- Paragraph 1.3 of SS-1: notice, agenda and shorter notice
- Revised SS-1 and SS-2 effective 1 April 2024
- Section 173: Board meetings
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.