Secretarial Standard-1: Complete Guide to Board Meetings and Minutes

By CS Jyoti Mittal Company Law Articles October 7, 2026

Summary: Secretarial Standard-1 (SS-1) provides the framework for convening and conducting Board and Committee meetings and maintaining their records. Issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, compliance with applicable Secretarial Standards is mandatory. The Revised SS-1 effective from 1 April 2024 addresses the complete Board-meeting process, including notice and agenda, frequency of meetings, quorum, electronic participation, attendance registers, duties of the Chairman, resolutions by circulation, preparation and signing of minutes, correction of minutes, inspection and preservation of records. Important practical requirements include giving proper notice, maintaining quorum throughout the meeting, circulating draft minutes within 15 days, entering minutes in the Minutes Book within 30 days and permanently preserving Board and Committee minutes. Material alterations to minutes require express Board approval at a subsequent meeting, while matters specified in Annexure A must be placed before the Board rather than approved through circulation. SS-1 therefore provides an important governance and documentation framework for valid and properly recorded Board decision-making.

Introduction

Secretarial Standard-1 (SS-1) is issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. The latest version is the Revised SS-1, effective from 1 April 2024.

This article explains the complete SS-1 in simple language and covers its main requirements.

1. Scope and basic meaning

Topic	Simple explanation
Applicability	SS-1 applies to Board meetings of companies, except an OPC having only one director and companies registered under Section 8, subject to the conditions and exemptions stated in SS-1.
Committee meetings	The principles of SS-1 also apply to meetings of Board committees unless another law or regulation provides otherwise.
Legal position	Compliance with SS-1 is mandatory under Section 118(10) of the Companies Act, 2013.
Electronic meeting	A meeting may be held through video conferencing or other audio-visual means if permitted by law.
Minutes	Minutes are the formal written record of the proceedings of a Board or Committee meeting.
Minutes Book	Minutes may be maintained in physical or electronic form. Electronic minutes must have a timestamp.

The exemptions available to private companies and Section 8 companies are subject to the condition that the company has not defaulted in filing its financial statements or annual return.

2. Convening a Board meeting

Requirement	What SS-1 says in simple language
Who can call a meeting?	Any director can call a Board meeting. On the requisition of a director, the Company Secretary or authorised person must convene it in consultation with the Chairman or, in his absence, the Managing Director or Whole-time Director.
Serial number	Every Board meeting must have a serial number.
Venue	The notice must clearly state the venue. The venue may be the registered office or another place.
Electronic participation	Directors may participate through electronic mode unless prohibited for a particular item of business.
Notice	Written notice must be sent to every director. It may be sent by hand, post, fax, email or another electronic method.
Notice period	Notice must generally be given at least seven days before the meeting, unless the Articles require a longer period.
Postal notice	If notice is sent by speed post or registered post, two additional days are added for service.
Proof	Proof of sending and delivery of notice must be maintained for at least three years.
Agenda	Agenda and Notes on Agenda should generally be sent at least seven days before the meeting.
Urgent meeting	A meeting may be held at shorter notice if at least one Independent Director is present, where the company has an Independent Director.
Unpublished price-sensitive information	Notes concerning UPSI may be circulated at shorter notice with the required consent.
Unlisted agenda item	An item not included in the agenda may be taken up with the permission of the Chairman and consent of the majority of directors present.

The agenda note should explain the proposal, relevant facts, implications and the concern or interest of any director. Each agenda item should be serially numbered.

3. Frequency of Board meetings

Company/category	Requirement
General rule	At least four Board meetings in every calendar year.
Maximum gap	The gap between two consecutive Board meetings should not exceed 120 days.
First Board meeting	The first Board meeting must be held within 30 days of incorporation.
OPC, small company, dormant company or eligible start-up private company	At least one meeting in each half of the calendar year, with a gap of not less than 90 days between the two meetings.
Committees	Committees should meet as often as required by law, the Articles or the Board.
Independent Directors	Where applicable, Independent Directors must hold at least one meeting in a financial year without Non-Independent Directors and management.

An adjourned meeting is treated as a continuation of the original meeting for calculating the interval between meetings.

4. Quorum

Point	Simple explanation
Presence	Quorum must remain present throughout the meeting, not merely at the beginning.
Normal quorum	One-third of total Board strength or two directors, whichever is higher. Any fraction is rounded up.
Vacant positions	Vacant directorships are not counted in total strength.
Interested director	An interested director is generally not counted for quorum and cannot participate in that item.
Related-party transaction	A director interested in an RPT must not be present during discussion or voting on that item.
Private company	Subject to the applicable conditions, an interested director may be counted and participate after disclosure of interest, except in the case of an RPT where the applicable restriction continues.
Electronic attendance	Directors attending electronically count for quorum except where physical presence is required for restricted items.
No quorum	If quorum is absent, the meeting normally stands adjourned to the same day in the following week. If that day is a National Holiday, it moves to the next non-holiday.
Adjourned meeting without quorum	If quorum is still absent, the meeting stands cancelled.

If interested directors constitute two-thirds or more of the Board, the remaining directors present, being not less than two, form the quorum for that item.

Example

If a Board has five directors, one-third is 1.67, which is rounded up to two. Therefore, the quorum is two directors, unless the Articles require a higher number.

5. Attendance register

Requirement	Details
Maintenance	Every company must maintain an attendance register for Board and Committee meetings.
Contents	It should include the meeting number, date, Committee name where applicable, place, time, names and signatures of attendees and mode of attendance.
Electronic participation	The Chairman should conduct a roll call and record the director’s full name and location.
Authentication	Electronic attendance must be authenticated by the Company Secretary or authorised person.
Inspection	Directors may inspect the attendance register. A member is not entitled to inspect it.
Auditor inspection	The Company Secretary in Practice, Secretarial Auditor, Statutory Auditor, Cost Auditor or Internal Auditor may inspect it for official duties.
Preservation	The attendance register must be preserved for at least eight financial years from the date of the last entry.
Custody	It should remain in the custody of the Company Secretary or a person authorised by the Board.

Leave of absence should be granted only where the director has communicated the request to the Company Secretary, Chairman or authorised person.

6. Chairman of the meeting

The Chairman of the company ordinarily acts as Chairman of the Board. If there is no Chairman, or the Chairman is unable to attend, the directors present may elect one of themselves to chair the meeting.

The Chairman must:

Check that the meeting has been properly convened.
Confirm that quorum is present.
Encourage discussion and debate.
Ensure that the proceedings are properly recorded.
Announce the decision after each agenda item.
Ensure that an interested director does not participate where prohibited.
Protect the confidentiality and security of electronic meetings.
Exercise a casting vote where permitted by the Articles.

If the Chairman is interested in an agenda item, the conduct of that item should be entrusted to a non-interested director, subject to the required consent. In an RPT, the interested Chairman must not be present during discussion and voting.

7. Passing resolutions by circulation

A resolution by circulation is a method of obtaining Board approval without holding a physical or electronic Board meeting. It has the same authority as a resolution passed at a duly convened Board meeting, but certain matters must be placed before the Board meeting itself.

Requirement	Simple explanation
Decision to circulate	The Chairman, or in his absence the Managing Director or another non-interested director, decides whether the matter may be passed by circulation.
Circulation	The draft resolution and papers must be sent to all directors, including interested directors, on the same day.
Explanatory note	The note must explain the proposal, material facts, implications, interest of directors and how assent or dissent should be given.
Response time	Directors should ordinarily be given not more than seven days to respond.
Majority	The resolution is passed by the majority of directors entitled to vote.
Meeting request	If at least one-third of the total directors require the matter to be decided at a meeting, it must be placed before a Board meeting.
Interested director	An interested director cannot vote.
Effective date	The resolution is generally effective on the earlier of the last response date or the date on which the required majority has approved it, subject to the conditions in SS-1.
Subsequent noting	The resolution must be noted at the next Board meeting, including any dissent or abstention.

Items listed in Annexure A, such as approval of financial statements, borrowing, investments, loans, guarantees, appointment of KMP, certain RPTs, issue of securities, merger, takeover and diversification, should be placed before the Board meeting and not passed by circulation.

8. Minutes: maintenance

Requirement	Simple explanation
Separate books	Maintain a separate Minutes Book for Board meetings and for each Committee.
Form	Minutes may be maintained physically or electronically.
Pages	Pages must be consecutively numbered.
Blank space	Any blank space should be scored out and initialled by the Chairman.
No pasting	Minutes must not be pasted or attached to the Minutes Book.
No tampering	Minutes must not be altered or tampered with.
Location	Minutes Books should be kept at the registered office or another place approved by the Board.
Electronic records	Electronic minutes must be maintained with a timestamp and in a secure manner.

9. Contents of minutes

Minutes should begin with:

Serial number and type of meeting.
Name of the company.
Day and date.
Venue.
Time of commencement.

They should also record:

Matter	What should be recorded
Attendance	Names of directors present physically or electronically.
Electronic attendance	Location and mode of attendance of directors participating electronically.
Company Secretary	Name of the Company Secretary attending the meeting.
Invitees	Names, capacity and mode of attendance of invitees.
Chairman	Election of Chairman, if applicable.
Quorum	Confirmation that quorum was present.
Leave	Names of directors who requested and received leave of absence.
Earlier minutes	Noting of the minutes of the preceding Board meeting.
Committee minutes	Noting of Committee minutes.
Circulation resolutions	Text of resolutions passed by circulation since the last Board meeting.
Interest	Non-participation of an interested director in the relevant matter.
Dissent	Name of any director who dissented or abstained.
Short notice	Ratification required for a meeting held at shorter notice.
Additional business	Any item taken up with the required permission and ratification.
Timing	Time of commencement and conclusion of the meeting.

Minutes should contain a brief background of proposals and a summary of deliberations. For major decisions, the rationale should also be stated. Minutes are not required to be a word-for-word transcript.

10. Style of writing minutes

SS-1 requires minutes to be:

Fair and correct.
Clear.
Concise.
Written in plain language.
Written in the third person and past tense.

Resolutions are generally written in the present tense.

11. Finalisation of minutes

The process under SS-1 is as follows:

Stage	Time limit/requirement
Draft minutes	Circulate to all directors within 15 days from the conclusion of the meeting.
Comments	Directors should send comments in writing within seven days from circulation.
Entry in Minutes Book	Final minutes should be entered within 30 days from the conclusion of the meeting.
Date of entry	The Company Secretary or authorised person should record the date of entry.
Signing	Minutes must be signed and dated by the Chairman of that meeting or the Chairman of the next meeting.
Signed copy	A certified copy of signed minutes should be circulated to directors within 15 days of signing.
Proof	Proof of circulation and delivery should be preserved for at least three years.

A director who did not attend the meeting is also entitled to receive the draft minutes and give comments. A director who leaves office after the meeting is entitled to receive and comment on the minutes of the meeting held during his directorship.

12. Correction of minutes

Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting at which the Minutes are noted by the Board and the fact of such alteration shall be recorded in the Minutes of such subsequent Meeting.

SS-1, Paragraph 7.6.3

“Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard.”

Practical meaning

Type of error	Correct approach
Spelling or typing mistake	Treat as a minor correction and make it transparently.
Wrong amount, date, name or resolution	Place the correction before the subsequent Board meeting and obtain express approval.
Wrong decision recorded	Consider passing a fresh or corrective resolution, rather than simply changing the earlier wording.
Signed minutes	Do not overwrite, erase, replace or destroy the original signed minutes.
Subsequent meeting	Record the fact and details of the alteration in the minutes of that meeting.

13. Inspection and extracts

Person	Right
Director	Can inspect Board and Committee minutes, including minutes of meetings held before becoming a director.
Former director	Can inspect minutes of meetings held during his directorship, even after leaving office.
Auditors	Secretarial, statutory, cost and internal auditors may inspect minutes for their duties.
Company member	A member is not entitled to inspect Board minutes.
Extracts	Extracts may be issued only after minutes are entered in the Minutes Book.
Certified resolution	A certified copy of a resolution may be issued earlier if the text was placed before the meeting.

The person facilitating inspection must ensure that the Minutes Book is not mutilated or tampered with.

14. Preservation of records

Record	Preservation period
Minutes of Board and Committee meetings	Permanently.
Notice, agenda, notes and related papers	As long as they remain current or for eight financial years, whichever is later.
Attendance register	At least eight financial years from the last entry.
Electronic records	Must be securely preserved with timestamps.
Custody	Minutes Books remain with the Company Secretary or an authorised director.

If a company is merged or amalgamated, the transferee company must preserve the minutes of the transferor company permanently.

15. Disclosure in the Board’s Report

The Board’s Report must include a statement confirming compliance with the applicable Secretarial Standards. Therefore, the company should ensure that its Board meetings and minutes comply with SS-1 throughout the year.

16. Annexure A: matters not to be passed by circulation

Important matters that should generally be placed before a Board meeting include:

Noting Committee minutes.
Approval of financial statements and Board’s Report.
Compliance certificate and applicable laws.
Appointment of Secretarial Auditor and Internal Auditor.
Borrowing money other than by issue of debentures.
Investment of company funds.
Loans, guarantees and security.
Political contributions.
Calls on shareholders.
Remuneration of Managing Director, Whole-time Director and Manager.
Appointment or removal of KMP.
Certain related-party transactions.
Sale of subsidiaries.
Purchase or sale of material assets outside ordinary business.
Buy-back of securities.
Issue of securities or debentures.
Amalgamation, merger or reconstruction.
Diversification of business.
Takeover or acquisition of controlling/substantial stake.

For listed companies, the list also includes significant budgets, material legal notices, serious accidents, pollution issues, major defaults, material litigation, joint ventures, significant labour matters, foreign exchange exposure and regulatory non-compliance.

17. Annexure B: first Board meeting agenda

The first Board meeting may include:

Appointment of Chairman.
Taking note of the Certificate of Incorporation.
Taking note of the Memorandum and Articles of Association.
Taking note of the registered office.
Taking note of the first directors.
Recording disclosure of interest.
Appointment of additional directors, if required.
Appointment of the first auditors.
Adoption of the common seal, if any.
Appointment of bankers and opening of bank accounts.
Printing and issue of share certificates.
Approval of preliminary expenses.
Appointment of KMP and senior officers.

Conclusion

SS-1 provides a complete framework for Board meetings—from calling the meeting and sending notice to maintaining quorum, recording attendance, passing resolutions, preparing minutes, correcting errors and preserving records.

The most important practical points are:

1. Give proper notice and agenda.

2. Maintain quorum throughout the meeting.

3. Record attendance and interest disclosures correctly.

4. Do not pass matters by circulation where SS-1 requires a Board meeting.

5. Prepare and circulate draft minutes within 15 days.

6. Enter minutes in the Minutes Book within 30 days.

7. Do not alter signed minutes casually.

8. Obtain express approval for material corrections at a subsequent meeting.

9. Preserve minutes permanently.

10. Include compliance with SS-1 in the Board’s Report.

This article is based on the Revised SS-1 effective from 1 April 2024.

Author Info

Name: CS Jyoti Mittal

Qualification: CS

Location: Faridabad, Haryana

Articles Published: 39

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