Most countries treat secretarial standards as guidance. India made them binding. Under Section 118(10), nearly every company must observe SS-1 and SS-2 — and the revised versions have been in force since April 2024.
SS-1 governs board meetings; SS-2 governs general meetings. Both are mandatory, not optional.
A founder runs a board meeting on short notice, scribbles a few decisions, and files the minutes weeks later in whatever format felt convenient. During a funding round, the investor's counsel pulls the minute book — and finds notices that don't match SS-1, minutes recorded outside the time limit, and agendas that were never circulated. Nothing about the decisions was wrong. But the process breached the Secretarial Standards, and in India those aren't suggestions: Section 118(10) makes them law.
SS-1 and SS-2 exist to standardise how meetings are convened, conducted and recorded, so that governance is consistent and provable. Getting them right is what makes your board records survive due diligence.
BOTTOM LINE
- SS-1 = the standard on board (and statutory committee) meetings; SS-2 = 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 took effect 1 April 2024.
What are the Secretarial Standards?
Governs this section: Section 118(10), Companies Act, 2013
Secretarial Standards are a set of standardised procedures issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, covering how company meetings are run. They integrate and harmonise the diverse secretarial practices companies follow, so that a board meeting at one company looks procedurally like a board meeting at any other. Two standards are operative: SS-1 for board meetings and SS-2 for general meetings.
The current revised versions were approved by the MCA and took effect on 1 April 2024, replacing the earlier (2015, revised 2017) versions to align with amendments to the Companies Act.
Why they're mandatory, not optional
Governs this section: Section 118(10)
This is the point that surprises people. Under the old 1956 regime, secretarial standards were merely recommended. 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 — not a stylistic lapse.
What SS-1 covers (board meetings)
Governs this section: SS-1 (revised, effective 1 April 2024)
SS-1 standardises every stage of a board meeting: convening (the 7-day notice, agenda circulation), frequency (at least four meetings a year, gap not exceeding 120 days), quorum, conduct, participation by video conferencing, and the recording and signing of minutes. It also applies to meetings of statutory committees mandatorily constituted under the Act — though not to committees a board sets up voluntarily, unless the company adopts SS-1 for them.
What SS-2 covers (general meetings)
Governs this section: SS-2 (revised, effective 1 April 2024)
SS-2 does the same for general meetings of members — AGMs and EGMs. It governs the 21-clear-day notice, the explanatory statement, quorum, the conduct of the meeting, proxies, voting (show of hands, poll, e-voting), and minutes. The goal is shareholder-democracy fairness: every member gets the same procedural protections regardless of which company they hold.
Who is exempt?
Governs this section: proviso to Section 118; ICSI guidance
The exemptions are narrow:
- A One Person Company that has only one director is outside SS-1 (there's no meeting to standardise).
- Section 8 companies (non-profits) are exempt from Section 118 as a whole — so SS-1 and SS-2 don't bind them — except that they must still record minutes within the prescribed time. They may comply voluntarily, and must still follow the Act's own meeting provisions.
Every other company — private, public, listed, unlisted — is in scope.
What does non-compliance cost?
Governs this section: Section 118(11)
PENALTY — Section 118(11)
Default in complying with the meeting provisions (which include the Secretarial Standards) makes the company liable to ₹25,000 and every officer in default liable to ₹5,000. Beyond the fine, the real cost is reputational and transactional: minutes that breach SS-1/SS-2 weaken your evidentiary position and slow every due diligence.
Common mistakes
- Treating SS-1/SS-2 as optional guidance. They're mandatory under Section 118(10).
- Assuming private companies are exempt. They aren't — only one-director OPCs and Section 8 companies get relief.
- Applying SS-1 selectively to committees. It applies to statutory committees; adopt it for voluntary ones deliberately.
- Using the old (pre-2024) versions. The revised SS-1 and SS-2 have applied since 1 April 2024.
- Recording minutes loosely. Format, timing and signing all follow the standards — sloppiness shows in diligence.
Checklist
- Confirm your company is in scope (almost certainly yes).
- Align your board-meeting process to SS-1: notice, agenda, quorum, VC rules, minutes.
- Align your general-meeting process to SS-2: notice, explanatory statement, quorum, voting, minutes.
- Use the revised 2024 versions of both standards.
- Apply SS-1 to statutory committees; decide consciously on voluntary committees.
- Build the standards into a meeting calendar and template set so compliance is routine, not reactive.
FAQ
Are 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 from SS-1/SS-2? No. Only a one-director OPC (from SS-1) and Section 8 companies (from Section 118 generally) are exempt.
When did the current versions take effect? The revised SS-1 and SS-2 took effect on 1 April 2024.
What's the penalty for breaching the standards? Under Section 118(11), ₹25,000 on the company and ₹5,000 on every officer in default.
Primary sources
- Section 118 (incl. 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
Disclaimer: This article is general information on a fast-changing area of company law, current at the time of writing. It is not legal or professional advice for any specific company. Verify the position against the live standards and consult your company secretary.