A founder runs a board meeting on short notice, notes a few decisions, and writes up the minutes weeks later in whatever format seemed convenient. During a funding round the investor's counsel pulls the minute book and finds notices that do not match SS-1, minutes recorded outside the time limit, and agendas that were never circulated. Nothing about the decisions was wrong. The process breached the Secretarial Standards — and in India those are not suggestions.
Section 118(10) makes SS-1, on board meetings, and SS-2, on general meetings, mandatory for almost every company, and the revised versions of both have been in force since 1 April 2024.
The bottom line
SS-1 is the standard on board and statutory committee meetings. SS-2 is the standard on general meetings of members.
Mandatory under Section 118(10) for every company, except a one-director OPC and Section 8 companies, which may comply voluntarily.
Current versions: the revised SS-1 and SS-2, effective 1 April 2024.
What they are
Standardised procedures issued by the Institute of Company Secretaries of India and approved by the Central Government, covering how company meetings are convened, conducted and recorded.
They exist to harmonise the very different practices companies had developed, so that a board meeting at one company is procedurally recognisable as a board meeting at another. Two are operative: SS-1 for board meetings, SS-2 for general meetings.
The current revised versions were approved by the MCA and took effect on 1 April 2024, replacing the 2015 versions as revised in 2017, to align with amendments to the Companies Act.
Why they are binding
This is the part that surprises people. Under the old 1956 regime, secretarial standards were recommendatory. The 2013 Act changed that: Section 118(10) requires every company to observe the Secretarial Standards on board and general meetings.
They carry statutory backing, so a breach is a compliance default rather than a stylistic lapse — and it is one an investor's counsel will find, because the minute book is where they look first.
What SS-1 covers
Every stage of a board meeting: convening, including the 7-day notice and circulation of the agenda; frequency, meaning at least four meetings a year with no gap exceeding 120 days; quorum; conduct; participation by video conference; and the recording and signing of minutes.
It also applies to meetings of statutory committees constituted under the Act. It does not automatically apply to committees a board sets up voluntarily, unless the company chooses to adopt it for them — a choice worth making deliberately rather than by omission.
What SS-2 covers
The same ground for general meetings of members, both AGMs and EGMs: the 21 clear days' notice, the explanatory statement, quorum, the conduct of the meeting, proxies, voting by show of hands, poll and e-voting, and minutes.
The underlying purpose is procedural fairness to shareholders. A member gets the same protections whichever company they hold shares in.
Who is exempt
The exemptions are narrow.
A One Person Company with only one director sits outside SS-1, since there is no meeting to standardise.
Section 8 companies are exempt from Section 118 as a whole, so neither standard binds them, though they must still record minutes within the prescribed time. They may comply voluntarily, and they remain bound by the Act's own meeting provisions.
Every other company is in scope — private, public, listed and unlisted alike.
What non-compliance costs
Default in complying with the meeting provisions, which include the Secretarial Standards, makes the company liable to ₹25,000 and every officer in default to ₹5,000, under Section 118(11).
The fine is rarely the problem. Minutes that breach SS-1 or SS-2 weaken the company's evidentiary position and slow every diligence exercise it will go through.
Common mistakes
- Treating the standards as guidance. Section 118(10) makes them mandatory.
- Assuming private companies are exempt. Only one-director OPCs and Section 8 companies get relief.
- Applying SS-1 to statutory committees but ignoring the question for voluntary ones, instead of deciding either way.
- Still working from the pre-2024 versions.
- Recording minutes loosely. Format, timing and signing all follow the standards, and the gaps are visible to anyone who looks.
A working routine
- Confirm the company is in scope, which it almost certainly is.
- Align the board meeting process to SS-1: notice, agenda, quorum, video conferencing rules, minutes.
- Align the general meeting process to SS-2: notice, explanatory statement, quorum, voting, minutes.
- Work from the revised 2024 versions of both.
- Apply SS-1 to statutory committees, and make a conscious decision about voluntary ones.
- Build the standards into a meeting calendar and a template set, so compliance is routine rather than remembered.
Frequently asked questions
Are the Secretarial Standards legally binding? Yes. Section 118(10) makes observance of SS-1 and SS-2 mandatory for every company in scope.
Which standard applies to board meetings? SS-1. SS-2 applies to general meetings of members.
Are private companies exempt? No. Only a one-director OPC, from SS-1, and Section 8 companies, from Section 118 generally.
When did the current versions take effect? The revised SS-1 and SS-2 took effect on 1 April 2024.
What is the penalty for breaching them? Under Section 118(11), ₹25,000 on the company and ₹5,000 on every officer in default.
Do they apply to committee meetings? SS-1 applies to statutory committees constituted under the Act. For voluntary committees, the company can adopt it, and should decide rather than leave it ambiguous.
Primary sources
- Section 118, including 118(10) and 118(11), Companies Act, 2013
- Revised SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), ICSI, effective 1 April 2024
- ICSI Guidance Notes on SS-1 and SS-2