Secretarial Standard SS-1

Secretarial Standard SS-1 (titled 'Meetings of the Board of Directors') is issued by the Institute of Company Secretaries of India (ICSI) and made mandatory under Section 118(10) of the Companies Act 2013. It binds every company (other than One Person Companies with only one director).

Scope:

SS-1 governs every aspect of a board meeting from convening to conclusion — notice, agenda, frequency, quorum, conduct, voting, minutes, and circular resolutions.

Key prescriptions:

Notice (Clause 1.3 of SS-1):

• Minimum 7 days' notice in writing of every meeting (longer if AoA prescribes more).
• Shorter notice permitted only for urgent business and only when at least one independent director (if any on the Board) is present, or in case of audit committee / nomination committee — additional safeguards.
• Notice must contain: time, venue (or VC details), serial number of the meeting, contact person, and the agenda items.
• For video-conferencing meetings, the additional safeguards in Rule 3 of the Companies (Meetings of Board and its Powers) Rules 2014 apply.

Agenda and notes (Clause 1.3.7):

• Agenda and supporting notes must be sent with the notice (at least 7 days in advance).
• Items requiring prior intimation under Section 173(3) include: declaration of dividend, recommending bonus issue, approval of financials.

Frequency (Clause 2):

• At least 4 board meetings every calendar year with a maximum gap of 120 days between any two meetings.
• One Person Companies, small companies, and dormant companies: 2 meetings, one in each half of the calendar year, with at least 90 days' gap (Section 173(5)).

Quorum and participation (Clause 3, 4):

• Quorum per Section 174 — see Board Meeting Quorum.
• VC participation counted toward quorum (except for matters in Rule 4).

Voting and minutes (Clauses 5–8):

• Decisions by majority of votes; in case of tie, Chairperson's casting vote (if AoA permits).
• Dissent of any director must be specifically recorded if so requested.
• Minutes prepared and entered within 30 days; signed by the Chairperson or duly authorised director.

Circular resolutions (Clause 6.1):

Form, dispatch, deemed passing, and recording in subsequent meeting — covered in detail. Aligns with Section 175.

Penalty: Non-compliance with SS-1 attracts penalties under Section 118(11): ₹25,000 for the company; ₹5,000 per officer in default.

Pitfall: Skipping notes to agenda for 'routine' items — SS-1 requires that meaningful supporting information accompany the agenda. Bare-agenda meetings have been called out in MCA enquiries.