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A Comprehensive Guide to Secretarial Standard-1 (SS-1)

Author: Editorial Team | in, Updated on: April 14, 2025 | Category:

Overview : Secretarial Standard-1 (SS-1) comprises guidelines issued by the Institute of Company Secretaries of India (ICSI) that standardise Board Meetings conducted across Indian companies. These standards became mandatory under Section 118(10) of the Companies Act 2013 for all companies except one-person companies. SS-1 establishes principles for Board Meetings that promote transparency, uniformity, and good governance.

Background and Legal Framework

ICSI introduced Secretarial Standards in 2001 as voluntary best practices, but they became legally binding with the Companies Act 2013. The initial version of SS-1 took effect on July 1, 2015, with revisions in 2017 and 2022 to align with evolving regulatory requirements. Section 118(10) of the Act states: "Every company shall observe secretarial standards concerning 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.

Section 118(10) of the Companies Act 2013 states:

"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."

1. Convening of Board Meetings as per SS-1

  1. Section 173 of the Companies Act 2013 establishes the fundamental requirements for convening Board Meetings, including the minimum number of annual meetings and notice periods. Rules 3 and 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 elaborate on these provisions, particularly for video conferencing. SS-1 builds upon this framework to ensure procedural consistency and corporate governance excellence.
  2. The Companies Act requires a minimum of four Board Meetings each calendar year, with no more than 120 days between consecutive meetings. The first board meeting for newly incorporated companies must occur within 30 days of incorporation. Meeting notices must be sent at least 7 days before the scheduled date via hand delivery, post, email, or other approved methods. The notice must specify the meeting number, date, time, venue, and mode (physical or electronic). In urgent situations, shorter notice is permitted if at least one independent director attends. Directors may waive notice requirements either before or after the meeting.
  3. A detailed agenda must accompany the notice, with sufficient background information on each item. Agenda items should be numbered and categorised as "for approval" or "for information." Unpublished Price Sensitive Information may be circulated with shorter notice if the Board approves. Items not on the agenda may be considered with permission from the Chairman and the majority of directors present. Meetings can take place at the registered office or any other location in India or abroad. The Chairman's location is deemed the official meeting place for electronic meetings.

2. Conduct of Board Meetings as per SS-1

  1. Board Meetings are governed by Sections 173, 174, and 175 of the Companies Act 2013, which establish legal parameters for quorum, attendance, and participation. Rules 3 and 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 provide additional guidance for electronic meetings. SS-1 expands these requirements into a comprehensive framework, ensuring meetings follow proper procedures with fairness and transparency.
  2. The quorum for a Board Meeting is one-third of the total directors or two directors, whichever is higher. Directors participating electronically count toward the quorum, while those with conflicts of interest aren't counted for related agenda items. The meeting is adjourned if a quorum isn't present within 30 minutes of the scheduled time. Companies must maintain an attendance register at the registered office or another Board-approved location. Leave of absence is granted only upon written request, emphasising attendance importance. Electronic participation must be recorded separately.
  3. The company's Chairman typically serves as Board Chairman. If no Chairman exists, directors may elect one from among themselves. The Chairman conducts the meeting proceedings and holds a casting vote in case of ties unless the Articles specify otherwise. Directors may participate via video conferencing or other audio-visual means, with the company providing the necessary equipment. These electronic meetings must be recorded and preserved. The Chairman must identify each participating director at the beginning, and directors must disclose if anyone else is present or has access to the proceedings.

3. Decision-Making Process of Board Meeting

  1. Section 179 of the Companies Act 2013 establishes the Board's decision-making authority, while Section 175 addresses resolutions by circulation. The Second Proviso to Section 168(1) requires capturing dissenting views in minutes. The Companies (Meetings of Board and its Powers) Rules, 2014 specify matters that cannot be handled through video conferencing. SS-1 elaborates on these provisions to create a framework for transparent, accountable decision-making.
  2. Board decisions require majority votes on all resolutions. In ties, the Chairman may use a casting vote. Every director present must vote for or against each resolution unless legally disqualified. Abstaining counts as voting against the resolution. For urgent matters, resolutions may be passed by circulation, with all necessary papers sent to each director's registered address. Approval by a majority of eligible directors passes the resolution. However, if one-third of directors request discussion, the matter must be addressed at a Board Meeting. All resolutions passed by circulation must be noted at the next meeting and recorded in minutes.
  3. Directors have the right to dissent from any resolution, and this must be recorded in the minutes, even if not specifically requested. Abstention is treated as dissent. Directors may request changes to minutes to ensure their views are accurately reflected.

4. Minutes and Documentation

  1. Section 118 of the Companies Act 2013 mandates maintaining all Board and Committee meeting minutes. Rule 25 of the Companies (Management and Administration) Rules, 2014 prescribes requirements for preserving and maintaining minutes. The Bharatiya Sakshya Adhiniyam, 2023 (BSA) establishes minutes as primary evidence of proceedings, replacing the earlier provisions under the Indian Evidence Act. SS-1 provides detailed guidelines for creating comprehensive, accurate, and legally compliant meeting records.
  2. Minutes must provide a fair and correct summary of proceedings, listing directors present physically and electronically as well as other attendees and invitees. Each resolution must be recorded separately with the names of dissenting directors. Minutes should include background information on proposals, summaries of deliberations, rationales for decisions, names of directors who dissented or abstained, and resources used for decision-making.
  3. Draft minutes must be circulated to all directors within 15 days of the meeting, with directors submitting comments within 7 days of receipt. Minutes must be finalised and entered in the minutes book within 30 days and signed by the meeting Chairman or the Chairman of the next meeting. For electronic meetings, digital signatures are acceptable. All Board and committee meeting minutes must be permanently preserved at the registered office, with supporting documents kept for at least 8 years.

5. Committees of the Board

  1. The Companies Act 2013 governs Board committees through various provisions. Section 177 mandates Audit Committees for certain companies, while Section 178 requires Nomination and Remuneration Committees and Stakeholders Relationship Committees. For listed entities, SEBI Regulations prescribe additional requirements. SS-1 extends its governance principles to committee meetings, ensuring the same standards apply throughout the corporate structure.
  2. The provisions of SS-1 regarding notice, agenda, quorum, and minutes apply equally to committee meetings. Committee meeting minutes must be noted at Board meetings, and recommendations from mandatory committees must be recorded in Board minutes. This ensures consistent governance across all decision-making bodies within the company.

6. Duties of Company Secretary

  1. Section 205 of the Companies Act 2013 outlines the statutory functions of a Company Secretary, emphasising their role in ensuring compliance with laws and secretarial standards. The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further detail their qualifications and responsibilities. As the primary governance professional for board processes, the Company Secretary plays a crucial role in implementing SS-1.
  2. The Company Secretary must ensure compliance with SS-1 requirements, arrange proper notices, agendas, and minutes, maintain statutory registers related to Board Meetings, provide governance guidance to the Board, and certify SS-1 compliance in the annual return. They serve as the custodian of corporate governance, ensuring that all Board procedures follow the established standards.

7. Disclosure and Reporting Requirements

  1. Section 134(3) of the Companies Act 2013 requires the Board's Report to include a statement on compliance with applicable secretarial standards. Rule 8 of the Companies (Accounts) Rules, 2014 elaborates on these disclosure requirements. For certain companies, Section 204 mandates a Secretarial Audit Report examining compliance with secretarial standards. SS-1 builds upon these requirements to create a comprehensive reporting framework.
  2. Companies must include statements about Secretarial Standards compliance in their Annual Reports and Board Reports. The Secretarial Audit Report must address SS-1 compliance, and companies must disclose the number of Board Meetings held during the financial year. These requirements enhance transparency and accountability in Board Meeting procedures.

Conclusion

Secretarial Standard-1 represents a significant advancement in India's corporate governance framework. By standardising Board Meeting procedures, SS-1 ensures companies follow consistent, transparent, and legally compliant practices. For company secretaries, directors, and corporate professionals, understanding SS-1 is essential for effective governance and regulatory compliance. As regulations evolve, staying current with SS-1 amendments remains crucial for maintaining governance excellence.

Author Bio

setindiabiz

Editorial Team | in

Setindiabiz Editorial Team is a multidisciplinary collective of Chartered Accountants, Company Secretaries, and Advocates offering authoritative insights on India’s regulatory and business landscape. With decades of experience in compliance, taxation, and advisory, they empower entrepreneurs and enterprises to make informed decisions.