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Company Compliance

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

By Tradeviser Editorial • Updated October 2026 • 8 min read

Many Private Limited Company founders hold Board Meetings and AGMs without following Secretarial Standards – and do so for years without any visible consequence. The problem surfaces when the company raises a funding round, undergoes acquisition due diligence, or comes under scrutiny: investors and auditors check whether meetings were conducted per SS-1 and SS-2, whether quorum was properly constituted, whether notice was given in the prescribed form, and whether minutes were signed within 30 days. Non-compliance with Secretarial Standards is a Companies Act violation, and it casts doubt on the validity of every resolution passed at those meetings.

This guide covers the key requirements of SS-1 (Board Meetings) and SS-2 (General Meetings), their legal status, the minimum notice periods, quorum rules, minutes requirements, and what makes a meeting non-compliant.

Key Takeaways

  • SS-1 and SS-2 are mandatory for all companies under Section 118(10) of the Companies Act
  • SS-1: Board Meeting notice must be given at least 7 days in advance with agenda
  • SS-1: Board Meeting quorum is 1/3rd of Board or 2 directors, whichever is higher
  • SS-1: Minutes must be signed by the Chairman within 30 days of the meeting
  • SS-2: AGM notice must be sent at least 21 clear days before the meeting
  • SS-2: Proxy is not counted towards quorum; only members present in person count

Section 118(10) of the Companies Act 2013 provides: “Every company shall observe Secretarial Standards with respect to general and board meetings specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980 and approved as such by the Central Government.” The phrase “shall observe” makes compliance mandatory, not optional.

The ICSI has issued the following Secretarial Standards currently in force:

  • SS-1: Secretarial Standard on Meetings of the Board of Directors (revised 2017)
  • SS-2: Secretarial Standard on General Meetings (revised 2017)

OPCs (One Person Companies) are exempt from SS-2 since they are not required to hold general meetings. They must still comply with SS-1 for their single-director Board Meetings.

SS-1: Board Meeting notice requirements

Under SS-1, a Board Meeting must be preceded by a notice sent to every director:

  • Minimum 7 days before the meeting (not 7 clear days – the day of sending is counted)
  • Sent to every director at their last known address
  • Notice must specify: place, date, day, time, and agenda of the meeting
  • Agenda must list all items with sufficient detail so directors can prepare
  • Notes on agenda (supporting information for decision-making) must be sent with the notice or within 2 days of the notice date, whichever is earlier

Emergency or short-notice meetings: In urgent cases, a Board Meeting can be called at shorter notice with the consent of a majority of directors. The reason for urgency and the shorter notice must be recorded in the minutes.

First Board Meeting: The first Board Meeting of a newly incorporated company must be held within 30 days of incorporation. The 7-day notice applies to the first meeting as well.

SS-1: Quorum and conduct of Board Meetings

Board Size (Total Directors) Minimum Quorum Required
2 directors 2 (minimum: 2)
3 directors 2 (1/3 of 3 = 1, but minimum is 2)
6 directors 2 (1/3 of 6 = 2)
9 directors 3 (1/3 of 9 = 3)

Key rules on quorum:

  • An interested director (one whose disclosure under MBP-1 covers the agenda item) should not be counted for quorum purposes on that item and should not vote on that item
  • A director participating via video conference counts towards quorum
  • If quorum is not present within 30 minutes, the meeting stands adjourned to the same day and time in the following week at the same venue

Decisions at a Board Meeting are taken by a resolution passed by a majority of directors present and voting, unless the Act or Articles require a higher majority for specific decisions.

SS-1: Minutes requirements for Board Meetings

Minutes must be prepared in accordance with SS-1 within 30 days of the Board Meeting or before the next Board Meeting, whichever is earlier. The minutes must:

  • Be written in the Minutes Book (physical or electronic), serially numbered
  • Record the names of directors present and absent, with leave of absence noted
  • Record the constitution of quorum
  • Contain a fair and correct summary of proceedings (not a verbatim transcript)
  • Record every resolution passed, with the result (unanimous or majority vote count)
  • Note any director’s dissent or abstention from voting
  • Record the entry and exit time of each director attending via video conference

Minutes must be signed by the Chairman of the meeting (or the Chairman of the next meeting if the meeting’s Chairman is not available) within 30 days of the meeting or at the next Board Meeting, whichever is earlier. Signed minutes are prima facie evidence of the proceedings.

The Minutes Book must be kept at the registered office and must be available for inspection by directors at all times during business hours.

SS-2: Key requirements for General Meetings (AGM/EGM)

Requirement SS-2 / Section 101 Provision
Notice period At least 21 clear days; excludable to shorter with 95% member consent
Notice recipients All members, directors, and the statutory auditor
Quorum (Private Limited) 2 members present in person (up to 1,000 members); 5 members (1,001 to 5,000); 15 members (above 5,000)
Proxy right Members can appoint proxies; proxies do NOT count toward quorum; proxy form (MGT-11) must be submitted 48 hours before the meeting
Explanatory statement Section 102 statement required for each item of Special Business; discloses material facts and directors’ interest
Route map SS-2 requires a route map of the meeting venue for physical meetings
Minutes timeline Minutes must be prepared within 30 days of the meeting; signed by the Chairman within the same period
AGM Minutes inspection Members can inspect AGM minutes during business hours; copies must be provided within 7 days of request

Consequences of SS non-compliance

Section 118(10) read with Section 118(12) provides penalties for non-compliance with Secretarial Standards:

  • The company: penalty of Rs. 25,000
  • Every officer in default: penalty of Rs. 5,000

Beyond the direct penalty, non-compliance with SS-1 and SS-2 has practical consequences:

  • Resolutions challenged: Resolutions passed at a meeting that was improperly constituted (wrong notice period, insufficient quorum, missing agenda items) can be challenged as void or voidable by minority shareholders at the NCLT
  • Due diligence findings: Investors and acquirers conducting due diligence flag SS non-compliance as a governance risk that must be cured before the transaction closes
  • Auditor’s report: Statutory auditors check whether Secretarial Standards have been followed as part of their audit of internal financial controls; any observed non-compliance may be mentioned in the auditor’s report

Secretarial Standards Compliance and Meeting Documentation

Tradeviser drafts Board Meeting notices, AGM notices, minutes, and all secretarial documentation in compliance with SS-1 and SS-2 for Private Limited Companies across India.

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Frequently Asked Questions

Are Secretarial Standards mandatory or just best practice?

Mandatory. Section 118(10) of the Companies Act 2013 requires every company to observe Secretarial Standards issued by ICSI and approved by the Central Government. Non-compliance attracts direct penalties under Section 118(12).

What is the notice period for a Board Meeting under SS-1?

At least 7 days’ notice before the Board Meeting. Unlike the AGM’s “21 clear days,” the 7-day period for Board Meetings includes the day of sending. The notice must specify the place, date, day, time, and agenda of the meeting.

What is the quorum for a Board Meeting?

1/3rd of the total strength of the Board (fractions rounded up) or 2 directors, whichever is higher. A company with 3 directors needs 2 directors present. An interested director should not be counted for quorum on the item in which they have a conflict.

When must Board Meeting minutes be signed?

Within 30 days of the Board Meeting or at the next Board Meeting (whichever is earlier). The Chairman of the meeting signs the minutes. Unsigned minutes are not prima facie evidence of the proceedings and may be challenged.

Do proxies count towards AGM quorum?

No. Under Section 103 and SS-2, only members present in person count towards quorum. Proxies are entitled to vote but are not counted for the purpose of determining whether quorum has been met at the start of the meeting.