Secretarial Standards on Minutes (SS-1 & SS-2) under the Companies Act, 2013 – A Detailed Compliance Guide

Minutes are not merely a formality; they are the primary documentary proof of how a company’s internal decisions were taken. Even where a meeting has been validly convened, properly attended and resolutions duly passed, the legal compliance trail remains incomplete if the proceedings are not accurately captured in the Minutes Book as required by the Companies Act, 2013 and the applicable Secretarial Standards.

Section 118 of the Companies Act, 2013 mandates every company to prepare and maintain minutes of:

• General meetings of members;
• Meetings of the Board of Directors;
• Meetings of Board committees;
• Meetings of creditors or a class of shareholders; and
• Resolutions passed by postal ballot.

These minutes must be entered in the appropriate Minutes Book within 30 days from the conclusion of the meeting (or from the date of passing of a postal-ballot resolution).

Further, Section 118(10) provides that every company shall observe the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government. Two key Secretarial Standards in this context are:

Both SS-1 and SS-2 stand revised with effect from 1 April 2024, and their observance is statutory.

This article explains the scope and significance of these standards, the core requirements for drafting, maintaining and preserving minutes of Board and general meetings, common mistakes to avoid, and a practical checklist for day-to-day compliance.

Scope and Legal Significance of Minutes under SS-1 and SS-2

Applicability of SS-1

SS-1 deals with:

• Board meetings; and
• Meetings of committees constituted by the Board.

It generally applies to all companies incorporated under the Companies Act, 2013, with the following carve-outs:

• An OPC having only one director is outside the substantive scope of SS-1; and
• A company registered under Section 8 is exempt from SS-1, yet must still follow the Board-meeting related provisions of the Act itself.

Applicability of SS-2

SS-2 covers:

• All general meetings of members – Annual General Meeting (AGM) and Extraordinary General Meeting (EGM); and
• Related processes such as notice, quorum, proxies, voting (including e-voting), postal ballot, adjournment and minutes.

Generally, SS-2 does not apply to OPCs and Section 8 companies, though such entities continue to be bound by relevant statutory provisions under the Companies Act, 2013.

What Good Minutes Must Answer

Well-drafted minutes should, at a minimum, clearly answer:

• Which meeting was held? (Board, Committee, AGM, EGM, class meeting, etc.)
• When and where was it held? (date, time, venue/mode)
• Who attended? (directors, members, auditors, invitees; physical or electronic mode)
• Was the quorum present, and was it maintained throughout?
• What business was considered?
• What decisions were taken on each agenda item?
• Who is authorised to implement each decision?
• Did any director or member disclose interest, abstain or dissent?
• How and when was the meeting concluded?

Minutes operate as crucial corporate evidence in audits, due diligence exercises, regulatory proceedings and shareholder disputes. Inconsistent, vague or incomplete minute-writing can directly weaken the company’s legal position.

SS-1: Minutes of Board and Board Committee Meetings

SS-1 lays down the procedures for calling, holding and documenting Board and Board Committee meetings and for preserving and allowing inspection of minutes.

Each company is required to maintain a separate Minutes Book for:

• Board meetings; and
• Each committee of the Board (e.g., Audit Committee, Nomination and Remuneration Committee).

Combining minutes of different bodies (e.g., Board and shareholders) in a single book is not permitted.

What Board Minutes Should Record

Board minutes must provide a fair and correct summary of the proceedings. They should:

• Be written in clear, precise and simple language;
• Focus on decisions, with sufficient context; and
• Avoid a verbatim script of every discussion.

Typically, Board minutes should include:

• Serial number and type of meeting (e.g., “Fourth Board Meeting for the financial year 2026–27”);
• Name of the company;
• Day, date, venue and time of commencement of the meeting;
• Mode of meeting – physical, video conferencing, or other audio-visual means;
• Names of directors present physically;
• Names of directors attending through electronic mode;
• Names of directors to whom leave of absence was granted;
• Name of Company Secretary, if present;
• Names of invitees and a reference to the agenda item for which they attended;
• Confirmation that quorum was present and maintained throughout;
• Confirmation of minutes of the previous Board meeting, wherever applicable;
• Details of each agenda item considered;
• Brief summary of material deliberations, where helpful to understand the decision;
• Decisions taken and resolutions passed;
• Name of any director whose dissent is specifically requested to be recorded;
• Names of directors who abstained from participation or voting owing to interest; and
• Time of conclusion of the meeting.

Under SS-1, the Chairman is responsible for ensuring that quorum is not merely checked at the start but remains intact during the entire meeting. If, at any time, the number of eligible directors falls below quorum, business should not continue.

Recording Disclosures and Conduct of Interested Directors

Directors who are concerned or interested in any contract, arrangement or proposal are required to disclose their interest. The minutes must capture:

• The fact of disclosure; and
• The consequent non-participation and abstention from voting, where required.

For example (hypothetical):

Mr. Verma disclosed his interest in the proposed contract with MNO Private Limited and did not participate in the discussion or voting on the item. The remaining directors considered and approved the proposal.

For related-party transactions, an interested director is not permitted to be present during discussion and voting on that item. SS-1 clarifies that such an interested director is ordinarily not counted for quorum for that specific item, subject to applicable exceptions (especially in the case of private companies).

Accordingly, minutes should not simply state “the resolution was approved” where a director has an interest. They must transparently show:

• Disclosure under Section 184 of the Companies Act, 2013;
• Non-participation where required;
• Correct computation of quorum excluding interested directors; and
• Approval by the eligible directors.

Notice, Agenda and Notes on Agenda under SS-1

Though notice and agenda do not form part of the minutes themselves, they are integral supporting records and are often scrutinised alongside minutes.

Key requirements under SS-1: