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Secretarial Standards SS-1 and SS-2: Board Meetings and General Meetings

SS-1 governs board meetings and SS-2 governs general meetings of companies. Learn key requirements of these mandatory ICSI standards under Companies Act 2013.

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May 13, 2026 3 min read 3 views Updated Jun 18, 2026

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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

Penalty for Non-Compliance: Non-compliance with mandatory Secretarial Standards can lead to observations/qualifications in the Secretarial Audit Report. Company Secretary in practice reporting on secretarial compliance must specifically mention non-compliance with SS-1 and SS-2. MCA can also take action under Section 118.

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Frequently Asked Questions

Are SS-1 and SS-2 mandatory for all companies?

Yes, SS-1 and SS-2 are mandatory for all companies under Companies Act 2013 as per Section 118(10). However, certain companies like banking companies, insurance companies, and electricity companies regulated by sector-specific laws may have some flexibility.

What is the minimum notice period for board meetings under SS-1?

SS-1 requires a minimum 7 days notice for Board meetings. Shorter notice is allowed for urgent business, but a supplementary agenda for urgent items can be circulated at shorter notice even if the main notice was sent 7 days before.

When must board meeting minutes be prepared under SS-1?

Minutes of Board meetings must be prepared within 15 days of the meeting. They must be signed by the chairman at the same or next meeting, after which they become final and cannot be altered.

What must the explanatory statement under SS-2 contain?

The explanatory statement must disclose the nature of business, interest of directors/KMP/their relatives in the matter, effect if the resolution is passed, necessity for the resolution, and relevant regulatory approvals obtained or pending.

Can Board resolutions be passed by circulation under SS-1?

Yes, Board resolutions can be passed by circulation (without physical meeting) if approved by majority of directors entitled to vote. The resolution must be circulated to all directors and ratified at the next Board meeting.

What is the penalty for not following secretarial standards?

Non-compliance appears in the Secretarial Audit Report as qualifications. Under Section 118, the company and every officer in default are liable to fine of Rs.25,000. The MCA can direct inspection of minute books.