ICSI Secretarial Standards and Revisions (SS-1 and SS-2)

ICSI Secretarial Standards and Revisions: Secretarial Standards are a set of professional guidelines issued by the Institute of Company Secretaries of India (ICSI) to standardize corporate secretarial practices in India. For example - These standards make sure uniformity, transparency, and good governance in the conduct of Board Meetings and General Meetings of companies. It plays a very important role in all the meetings and there fairness.

Like, Under Section 118(10) of the Companies Act 2013, every company is required to observe the Secretarial Standards issued by ICSI and approved by the Central Government. This legal backing makes compliance mandatory, not optional for anyone.

ICSI Secretarial Standards

Secretarial Standards are rules and guidelines issued by the Institute of Company Secretaries of India (ICSI) for proper conduct of secretarial practices in companies. Currently, two key Secretarial Standards are applicable:

Note: Both standards were revised in 2024 and are known as SS 1 (Revised) and SS 2 (Revised). These revisions became effective from April 1, 2024, replacing the earlier 2017 versions. Check both carefully to know thel attest updates.

Evolution of Secretarial Standards

Evolution of Secretarial Standards shows how ICSI has continuously updated these standards to align with legal reforms and corporate needs. Check below for a detailed timeline of the evolution of Secretarial Standards.

The evolution highlights ICSI’s effort to keep secretarial standards current with business and technological realities. Check these pointers in detail to gain the most from it.

Purpose and Importance of Secretarial Standards

Secretarial Standards fill the gap between statutory requirements and good governance practices. Their objectives include:

• Promoting transparency i.e. fairness so that no one can practice wrong things in company meetings. In these days these things are very important.

• Making sure uniform procedures (i.e. the procedures or steps which are clear or straighforward)for notices, agendas, quorum, and minutes. Like,  This is an important aspect of the meetings so that everyone must know and follow the same process.

• Minimizing litigation risk (i.e. that a person will face certain risks due to products services or many others) by aligning meeting procedures with the law. To follow law is important otherwise everyone will work according to their type.

• Strengthening corporate accountability and board discipline.

Note: By following Secretarial Standard 1 and Secretarial Standard 2, companies can maintain better compliance, build investor confidence, and demonstrate strong corporate governance.

Secretarial Standard 1 (SS 1 Revised) - Meetings of the Board of Directors

Secretarial Standard 1 (SS 1 Revised) outlines the detailed procedures for conducting meetings of the Board of Directors.

It make sure uniformity, transparency, and effective decision-making across companies. Check below for the complete overview, applicability, key provisions, and major changes introduced in SS 1 Revised.

Scope and Applicability of the Standards

Basically, Secretarial Standard 1 (SS 1 Revised), also known as the Secretarial Standard on Board Meeting, governs how Board and Committee meetings are to be convened, conducted, and recorded.

It applies to:

• All companies incorporated under the Companies Act, 2013. The companies which are under this act must follow every rule made by it.

• Meetings of the Board of Directors and Committees thereof.

However, the following are exempt:

• One Person Companies (OPCs) have only one director.

• Section 8 companies (non-profit entities).

Key Provisions of SS 1 (Revised)

Here are key provisions of SS 1 (Revised):

1. Convening of Board Meetings

• Minimum frequency: At least four meetings every calendar year with a maximum gap of 120 days between any two meetings. It is mandatory for everyone.

• Start-up private companies can hold one meeting in each half of the calendar year, provided the gap between meetings is not less than 90 days.

• Notice period: Basically, Minimum 7 days’ notice, including date, time, venue or electronic mode details, and agenda items

• Mode of delivery: By hand, post, or electronic means such as email.

• Proof of dispatch: In this, Companies must preserve evidence of sending the notice and agenda for at least three years.

2. Participation through Electronic Mode

• Directors can participate through video conferencing or other audio-visual means.

• A director may give a standing intimation at the start of the year expressing intent to attend meetings electronically.

• The earlier list of “restricted matters” for virtual meetings has been removed in the SS 1 Revised, making virtual participation more flexible.

3. Quorum (highest votes)

• The quorum is one-third of the total strength or two directors, whichever is higher.

• Basically, Directors with conflicts of interest are excluded for quorum calculation on that agenda item.

• If quorum is not present within 30 minutes, the meeting stands adjourned.

4. Agenda and Notes to Agenda

• The agenda of this is that it must be comprehensive and circulated with supporting notes.

• Matters requiring prior approval of the Board (like borrowing powers, financial statements, related-party transactions) must be clearly specified.

• Basically the Confidential information and unpublished price-sensitive data should be handled securely.

5. Chairman of the Meeting

• The Chairman presides over and make sure the meeting is conducted fairly.

• He or she confirms the presence of quorum, introduces items, encourages participation, and make sure decisions are properly voted and recorded.

• In case of a tie, the Chairman has a casting vote, unless otherwise restricted by the Articles of Association.

6. Passing of Resolutions or Decisions

• The resolutions may be passed at the meeting or by circulation.

• Resolution by circulation is allowed only for urgent matters that cannot wait for the next meeting, provided no director demands it be discussed in a physical meeting.

• Each director’s assent, dissent, or abstention must be recorded explicitly.

7. Minutes of the Meeting

• Draft minutes must be circulated to all directors within 15 days of the meeting.

• Directors may send comments within 7 days of receipt.

• Final minutes must be entered in the minutes book within 30 days of the meeting.

• The minutes must record the list info:

• Date, time, and mode of meeting.

• Names of directors and invitees present.

• Major decisions, dissent, or abstention.

• Summary of deliberations.

• Minutes and related documents must be preserved permanently in physical or electronic form.

8. Disclosure

The Board’s Report must contain a statement on compliance with all applicable Secretarial Standards, including Secretarial Standard 1 Revised.

Major Changes in SS 1 Revised (2024)

Below we have provided Major Changes in SS 1 Revised (2024). Candidates are advised to check properly: 

Note: These changes in SS 1 Revised simplify electronic participation, clarify retention norms, and reduce compliance burden for start-ups while maintaining governance standards.

Secretarial Standard 2 (SS 2 Revised): General Meetings

The Secretarial Standard 2 (SS 2 Revised) provides comprehensive guidelines for convening and conducting general meetings such as AGMs and EGMs. It make sure transparency, fairness, and consistency in shareholder participation and decision-making. Check below for the complete overview, applicability, key provisions, and major updates in SS 2 Revised.

Scope and Applicability

Secretarial Standard 2 (SS 2 Revised), known as the Secretarial Standard on General Meeting, regulates the conduct of all shareholder meetings such as:

• Annual General Meetings which is (AGMs)

• Extraordinary General Meetings which is (EGMs)

• Class Meetings or Meetings of Creditors which is (where applicable)
  
  

It applies to all companies except:

• One Person Companies which is (OPCs)

• Section 8 companies and other classes as may be exempted by law.

SS 2 Revised came into force on April 1, 2024, aligning with the revised board meeting standard.

Key Provisions of SS 2 (Revised)

Here are key provisions of SS 2 (Revised):

1. Convening the General Meeting

• Authority to call meetings:
  
  

• By the Board of Directors.
  
  

• By members through requisition.
  
  

• By Tribunal or Government direction.
  
  

• Notice period: At least 21 clear days before the meeting.
  
  

• Shorter notice: Permitted if consented by at least 95% of members entitled to vote.
  
  

• Contents of notice:
  
  

• Date, time, and venue (or link for e-meetings).
  
  

• Agenda and explanatory statement.
  
  

• Route map (for physical meetings).
  
  

• Details of proxy and e-voting facility.

• Proof of dispatch: Companies must maintain records and proof of sending notices.

2. Quorum and Attendance

The Quorum and Attendance section defines the minimum number of members or directors required to validly conduct a meeting.  

It make sure that decisions are made with adequate representation. Check below for detailed requirements, procedures, and rules for maintaining quorum and recording attendance under the revised Secretarial Standards.

Directors, auditors, and key managerial personnel must attend the general meeting unless exempted.

3. Chairman of the Meeting (head of the meeting)

• The Chairman of the Board presides, or if absent, members elect one among themselves.
  
  

• The Chairman make sure order, fair opportunity to all speakers, and proper recording of voting outcomes.
  
  

4. Proxies

• A member needed to attend and vote can appoint another person as proxy.
  
  

• Proxy form must be deposited at least 48 hours before the meeting.
  
  

• Proxy cannot speak at the meeting and can vote only on poll or e-vote.
  
  

• Proxy forms must be attached to the notice of the meeting.
  
  

5. Voting and E-Voting

Secretarial Standard 2 Revised modernizes the voting process:

• Voting can take place through:
  
  

• Show of hands (for routine matters).
  
  

• Poll (if demanded).
  
  

• E-voting (mandatory for listed and large companies).
  
  

• Postal Ballot (for specific matters).
  
  

• E-voting must remain open for a minimum of 3 days and close at least 24 hours before the meeting.
  
  

• The scrutinizer must submit a consolidated report of votes to the Chairman for declaration of results.
  
  

6. Conduct of Meeting

• The Chairman explains each item of business and allows members to express views.
  
  

• Resolutions must be moved and seconded before voting.
  
  

• Once a resolution is passed, it cannot be withdrawn arbitrarily.
  
  

• Poll results must be announced within 48 hours and posted on the company website.
  
  

7. Minutes of General Meeting

• Minutes should be a fair and correct summary of proceedings.
  
  

• They must include:
  
  

• Date, time, venue, and type of meeting.
  
  

• Names of Chairman, directors, and members present.
  
  

• Resolutions passed with results of voting.
  
  

• Draft minutes to be circulated within 15 days and finalized within 30 days.
  
  

• Minutes to be signed by the Chairman and kept permanently.
  
  

8. Disclosures and Reporting

• A report on the AGM must form part of the Annual Report.
  
  

• The report should confirm compliance with Secretarial Standard 2 Revised.
  
  

• Voting results must be displayed on the company website and submitted to the stock exchange (if listed).

Note: Check the details given carefully for better understanding of these concepts. These are menat for the smooth functioning of the companies without any fraud or any suc type of issue.

Key Changes in SS 2 Revised (2024)

Key Changes in SS 2 Revised (2024) highlight the major updates introduced to align with modern governance practices and digital participation. These revisions enhance clarity, flexibility, and compliance efficiency. Check below for detailed insights into the important amendments and procedural improvements made in SS 2 Revised:

Note: The SS 2 Revised integrates digital participation, emphasizes transparency, and streamlines the voting process. These helps companies work fairly and properly  by following a set of rules. Some sets are mandatory for any company to follow without any excuse.

SS 1 Revised vs SS 2 Revised

SS 1 Revised vs SS 2 Revised compares the two major Secretarial Standards issued by ICSI, focusing on their scope, applicability, and key procedural differences. 

Check below for a detailed comparison of how SS 1 governs Board Meetings and SS 2 governs General Meetings under the revised framework.

Broader Impact of the Revised Secretarial Standards

Broader impact of the revised Secretarial Standards section explains how the updated SS 1 and SS 2 strengthen corporate governance and smooth compliance. These revisions promote transparency, efficiency, and digital adoption. 

Check below for a detailed overview of their positive effects on corporate operations and governance practices.

Strengthening Corporate Governance

Both SS 1 Revised and SS 2 Revised contribute to building stronger governance structures by:

• Establishing standardized procedures for decision-making.
  
  

• By making sure accountability of directors and members.
  
  

• Preventing manipulation or confusion during meetings.
  
  

Enhancing Ease of Doing Business

The revisions make compliance more practical and technology-friendly.

• Use of video conferencing and e-voting enhances participation.
  
  

• Reduced meeting frequency for start-up private companies lowers compliance costs.
  
  

• Clearly defined timelines for minutes and disclosures make sure transparency.
  
  

Legal Backing and Enforcement

Since Secretarial Standards have statutory backing under Section 118(10) of the Companies Act, non-compliance can attract penalties for the company and its officers. Therefore, adherence to Secretarial Standard 1 Revised and Secretarial Standard 2 Revised is a legal as well as ethical requirement.

Note: Check the points above carefully to know the lastest updates and rules to be followed.

Implementation and Practical Compliance Tips

To make sure smooth implementation of Secretarial Standards, companies should:

1. Update internal policies to align with revised SS 1 and SS 2.
   
   

2. Train company secretaries and board staff on procedural changes.
   
   

3. Digitize record-keeping for notices, agendas, and minutes.
   
   

4. Use secure electronic platforms for virtual board meetings and e-voting. Many other can be used.
   
   

5. Maintain detailed compliance checklists for each meeting type. Helps in the betterment of the company.
   
   

Example: Simplified Compliance Calendar

The Example: Simplified Compliance Calendar section provides a practical illustration of how companies can schedule meetings in alignment with SS 1 and SS 2. It helps in planning Board and General Meetings efficiently throughout the year in the companies without any issue.

Check below for a clear, structured compliance calendar example based on the revised Secretarial Standards.

Note: This schedule make sure compliance with both secretarial standard on board meeting and secretarial standard on general meeting requirements. Also, having knowledge of all these is important if uoy are in this field. This will help you work properly.