The Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) set out how board and general meetings must be called, held and recorded. Under Section 118(10) of the Companies Act, 2013, every company must observe them.
SS-1: Meetings of the Board of Directors
- Notice: at least seven days' written notice to every director, with the agenda and notes.
- Quorum: one-third of the total strength or two directors, whichever is higher.
- Frequency: the first meeting within 30 days of incorporation, and the gap between two meetings not more than 120 days.
- Minutes: recorded fairly and accurately, circulated in draft, and signed within the prescribed time.
SS-2: General Meetings
- Notice: at least 21 clear days for a general meeting, unless shorter notice is validly consented to.
- Contents: the notice must state the date, time, venue and business, with an explanatory statement for special business.
- Voting and proxies: clear rules for proxies, polls and e-voting where applicable.
- Minutes: recorded and signed by the chairman within the prescribed time.
Why it matters
Minutes and notices are often the first documents an investor, lender or inspector asks for. Meetings that don't follow SS-1 and SS-2 can be challenged, and decisions taken at them may be questioned later.
ICSI revises the standards from time to time, so check the current version before relying on specific requirements. Our documentation service keeps your notices and minutes compliant.
This article is general information, not legal advice. Rules and due dates change — please confirm the current position before acting, or ask us.