SS-2 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-2 sets out how a company should convene and conduct meetings of its members, including e-voting and postal ballot. Before using any of its paragraphs, a company secretary needs to know which companies and meetings it reaches and what its defined terms mean. This article covers those starting points.
The version explained here is SS-2, 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-2 is mandatory, and where a later change in the Companies Act makes any part inconsistent, the Act prevails.
SS-2 applies to all types of general meetings of all companies except a One Person Company and a company registered under section 8, which must still follow the Act's provisions on general meetings. The exemptions for a section 8 company, a private company and a Government company are available only if the company has not defaulted in filing its financial statements or annual return. The principles also apply to meetings of debenture holders and creditors and to court- or tribunal-ordered meetings.
What SS-2 is for
The introduction describes SS-2 as a set of principles for convening and conducting general meetings and related matters, and it also deals with the conduct of e-voting and postal ballot. It works beside sections 96 to 122 of the Companies Act, 2013 and the Management and Administration rules; see our guide to the annual general meeting under section 96. The series starts with the overview of all four Standards and moves next to notice of a general meeting.
Who and what is covered
| Subject | Position under the Scope paragraph |
|---|---|
| General meetings of members (annual, extra-ordinary) | Covered, for all companies incorporated under the Act |
| One Person Company | Outside SS-2 |
| Company registered under section 8 | Outside SS-2, but must comply with the Act's provisions on general meetings |
| Meetings of debenture holders and creditors | The principles apply with the necessary changes (mutatis mutandis) |
| Meetings of members, a class of members, debenture holders or creditors ordered by a court, the Company Law Board, the NCLT or another prescribed authority | Governed by SS-2, without prejudice to the rules, regulations and directions of that court or authority |
| Private and Government companies | Covered, with specific exemptions inside SS-2 |
The compliance-based exemption (2024 change)
The revised Scope says the exemption for a section 8 company, and the specific exemptions for a private company and a Government company 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. ICSI notes that this reflects the MCA exemption notifications of June 2015 and June 2017. Also, "licensed" under section 8 became "registered" under section 8 in the wording. A company that wants the private company relief for a shorter notice, proxy, voting or poll rule should first confirm its filing record is clear. A compliance advisory review would check this first.
Defined terms: a working table
The table gives TaxClue's plain-words summary of the Standard's definitions.
| Term | In plain words |
|---|---|
| Act | The Companies Act, 2013 with earlier enactments, amendments, re-enactments and rules and regulations |
| Agency | An agency approved or recognised by the Ministry of Corporate Affairs and appointed by the Board to provide and supervise the electronic voting platform |
| Articles | The Articles of Association as originally framed or altered |
| Calendar Year | 1 January to 31 December |
| Chairman | The Chairman of the Board or the person appointed or elected to chair the meeting |
| Maintenance | Keeping, entering, authenticating and preserving registers and records in physical or electronic form |
| Meeting, General Meeting, AGM, EGM | A duly convened, held and conducted meeting of Members |
| Minutes and Minutes Book | The 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 declared by the Central Government |
| Ordinary Business | At an AGM: consideration of financial statements and the reports of the Board and Auditors; declaration of dividend; appointment of Directors in place of those retiring; appointment and fixing of remuneration of Auditors |
| Special Business | Any business at an AGM other than Ordinary Business, and all business at any other general meeting |
| Proxy | A written instrument signed by a Member authorising another person, whether a Member or not, to attend and vote for him, and the person so appointed |
| Quorum | The minimum number of Members whose presence is necessary |
| Remote e-voting | Voting by a member through an electronic system from a place other than the meeting venue |
| Voting by electronic means | Remote e-voting and voting at the meeting through an electronic system |
| Voting by postal ballot | Voting by ballot, by post or by electronic means |
| Voting Right | The right to vote at a meeting, by e-voting, or by postal or physical ballot |
| Secretarial Auditor, Secured Computer System, Timestamp | Same sense as in SS-1 |
Words not defined take the Act's meaning. One 2024 change sits in the definition of Ordinary Business: the words "or ratification thereof" were removed from the auditor item, because the Companies (Amendment) Act, 2017 omitted the proviso to section 139(1) that required annual ratification of the auditor's appointment. The full list of changes is in our article on the revised SS-1 and SS-2.
A worked example
Orbit Components Limited, an unlisted public company, plans an AGM and a separate meeting of its debenture holders. SS-2 applies to the AGM in full. Its principles apply to the debenture holders' meeting as well. A scheme meeting ordered by the NCLT would follow SS-2 subject to the tribunal's directions. A sister company, Orbit Welfare Foundation, is registered under section 8: it is outside SS-2, follows the Act's provisions on general meetings and can rely on its exemption only while its filings are up to date.
Need help with general meeting compliance?
Whether SS-2 applies, and which exemptions are still available, is a short check that prevents expensive mistakes. TaxClue's compliance advisory team can review your filing record and meeting practice against SS-2.
Key takeaways
- SS-2 covers all general meetings of all companies except an OPC and a section 8 company.
- A section 8 company still follows the Act's provisions on general meetings.
- Private, Government and section 8 exemptions need a clean filing record.
- The principles extend to debenture holder, creditor and court-ordered meetings.
- Ordinary Business no longer includes the ratification of the auditor's appointment.
Read next
- Paragraph 1 of SS-2: convening and notice of a general meeting
- Secretarial Standards SS-1 to SS-4: which are mandatory
- Revised SS-1 and SS-2 effective 1 April 2024
- Section 96: annual general meeting
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.