Secretarial Standards on Minutes under Companies Act, 2013: SS-1 & SS-2

Summary: Minutes are an important statutory and corporate record of proceedings under the Companies Act, 2013. Section 118 requires companies to prepare and maintain minutes of general meetings, Board and committee meetings and resolutions passed by postal ballot, while Section 118(10) makes applicable Secretarial Standards issued by ICSI mandatory. SS-1 governs Board and Board Committee meetings, whereas SS-2 governs general meetings including AGMs and EGMs. Proper minutes should provide a fair and correct summary of proceedings, record attendance, quorum, material deliberations, decisions, resolutions, dissent, abstention and other prescribed particulars, while avoiding a verbatim transcript. The article explains the requirements for notices, agendas, interested directors, electronic participation, attendance registers, circulation and signing of minutes, maintenance of Minutes Books, preservation, general meeting notices, voting and explanatory statements, together with practical drafting examples and a compliance checklist.

Secretarial Standards on Minutes Under the Companies Act, 2013

Minutes are one of the most important statutory records of a company. A meeting may be properly called, directors or shareholders may attend it, and resolutions may be passed, but the compliance is incomplete if the proceedings are not properly recorded in the Minutes Book.

In simple words, minutes are the official written record of what happened at a meeting. They show that the meeting was legally convened, the required quorum was present, the business was discussed, and valid decisions were taken. Minutes are not just an internal note; they are corporate evidence. Properly maintained minutes can protect the company, directors, and shareholders in the event of an audit, bank due diligence, regulatory inquiry, shareholder dispute, or court matter.

Section 118 of the Companies Act, 2013 requires every company to prepare minutes of general meetings, Board meetings, committee meetings, meetings of creditors or classes of shareholders, and resolutions passed by postal ballot. Such minutes must be entered in the relevant minute book within 30 days from the conclusion of the meeting or from the passing of the postal-ballot resolution.

The two important Secretarial Standards issued by the Institute of Company Secretaries of India, or ICSI, are:

Secretarial Standard	Main subject
SS-1	Meetings of the Board of Directors and Board Committees
SS-2	General Meetings, including AGM, EGM, e-voting and postal ballot

Both SS-1 and SS-2 were revised with effect from 1 April 2024. Compliance with the Secretarial Standards is mandatory under Section 118(10) of the Companies Act, 2013.

Scope and Legal Importance

SS-1 applies to Board meetings and meetings of Board committees. It generally applies to companies incorporated under the Companies Act, 2013, except an OPC having only one director and a Section 8 company. However, a Section 8 company must still comply with the applicable provisions of the Companies Act relating to Board meetings.

SS-2 applies to all types of general meetings, including Annual General Meetings and Extraordinary General Meetings. It also deals with voting, e-voting, proxies, postal ballots, adjournment, and minutes. It generally does not apply to OPCs and Section 8 companies, though Section 8 companies remain bound by the relevant provisions of the Act.

Minutes should answer these practical questions:

Which meeting was held?

When and where was it held?

Who attended?

Was the required quorum present?

Which business items were considered?

What was the decision on each item?

Who was authorised to act after the decision?

Did any director disclose an interest, abstain, or dissent?

Was the meeting concluded properly?

SS-1: Board Meeting Minutes

SS-1 governs the procedures for convening, conducting, recording, preserving, and disclosing Board and Board Committee meetings. Every company must maintain a separate Minutes Book for Board meetings and for each Board committee. For example, the company should not keep Audit Committee minutes, Board minutes, and shareholders’ meeting minutes in one combined book.

What Should Be Recorded

Minutes of a Board meeting should contain a fair and correct summary of the proceedings. They should be written in clear, concise, and plain language. They should not be a word-for-word transcript of all discussions. ICSI’s guidance clarifies that minutes should record the decisions of the Board with enough background to place the decision in context; they need not record every argument for or against a proposal or detailed voting discussions.

The Board minutes should normally contain the following details:

Serial number and type of meeting, such as “Fourth Board Meeting for the financial year 2026–27”

Name of the company

Day, date, venue, and time at which the meeting commenced

Whether the meeting was held physically, through video conferencing, or through other audio-visual means

Names of directors present physically

Names of directors attending through video conferencing or other audio-visual means

Names of directors who were granted leave of absence

Name of the Company Secretary, if present

Names of invitees, if any, and the item for which they attended

Confirmation that the requisite quorum was present

Confirmation of the minutes of the previous Board meeting, if applicable

Details of each agenda item considered

Brief summary of significant discussions where needed

Decisions taken and resolutions passed

Names of directors who dissented from a decision, if they ask for the dissent to be recorded

Names of directors who abstained from discussion or voting because of interest

Time at which the meeting concluded

SS-1 requires the Chairman to ensure that quorum is present throughout the meeting, not only at the start. Therefore, if a director leaves midway through a meeting and the number of remaining directors falls below quorum, the company should not continue transacting business.

Interested Directors

An interested director should disclose his or her interest in the relevant contract, arrangement, or proposal. The minutes should clearly record this disclosure.

For example:

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

For a related-party transaction, an interested director should not be present during the discussion and voting on that item. SS-1 also states that an interested director is generally not counted for quorum for that particular item, subject to special rules and private-company exceptions.

This is very important. A company should avoid drafting minutes that simply say “the resolution was approved” when a director had an interest in the matter. The minutes should transparently show disclosure, non-participation where required, quorum, and approval by the eligible directors.

The statutory disclosure requirement is dealt with under Section 184 of the Companies Act, 2013.

Notice, Agenda and Supporting Papers

Though notice and agenda are not part of the minutes themselves, they are essential records supporting the validity of the minutes.

Under SS-1:

Notice of every Board meeting must be given in writing to every director.

Notice should ordinarily be given at least seven days before the meeting.

Agenda and notes on agenda should also ordinarily be sent at least seven days before the meeting.

The notice must state the serial number, day, date, time, and full address of the venue.

Directors must be informed of the option to attend through electronic mode, wherever permitted.

Proof of sending the notice, agenda, and notes on agenda should be preserved for at least three years from the date of the meeting.

Each agenda item requiring Board approval should be supported by a note explaining the proposal, material facts, implications, and the interest of any director already disclosed. Where a formal resolution is required, the draft resolution should be included in the note or placed before the Board.

Section 173 and Board meeting procedures also govern the notice and procedural framework for Board meetings.

Minutes Drafting Example

A weak minute would be:

The Board discussed the bank loan and approved the same.

This wording is incomplete because it does not state the amount, lender, authority, or terms of approval.

A better minute would be:

The Board considered the working-capital requirements of the Company and the proposal to avail a cash-credit facility from ABC Bank Limited. After discussion, the Board approved availing a cash-credit facility of up to ₹25,00,000 on such terms and conditions as may be agreed with the bank. Mr. Ravi Mittal, Director, was authorised to negotiate, finalise, sign, execute, and submit the loan documents, security documents, declarations, and other papers required in this regard.

This version records the purpose, decision, monetary limit, lender, and authorised person without becoming unnecessarily lengthy.

What SS-1 Requires for Maintenance

Board minutes may be maintained in physical or electronic form. If maintained electronically, they must carry a timestamp and be maintained through an appropriate secure system. A company should follow one uniform and consistent method. Any change in the method of maintaining minutes should be authorised by the Board.

The main maintenance requirements are:

A separate Minutes Book must be maintained for Board meetings and for each Board committee

Pages of the Minutes Book must be consecutively numbered

Blank pages or unused portions should be scored out and initialled by the Chairman who signs the minutes

Minutes should not be pasted or attached to the Minutes Book

Minutes should not be tampered with in any manner

If loose-leaf minute books are maintained, they should be bound periodically and protected through a proper locking arrangement

Minutes Books should be kept at the registered office or another place approved by the Board

Board and committee minutes must be preserved permanently.

The statutory timeline is also important:

Action	SS-1 requirement
Circulation of draft minutes	Within 15 days of the conclusion of the meeting
Directors’ comments on draft	Within 7 days from circulation
Entry of final minutes in Minutes Book	Within 30 days of conclusion of meeting
Signing of minutes	By the Chairman of that meeting or the Chairman of the next meeting
Preservation of minutes	Permanently
Preservation of attendance register	At least 8 financial years from the last entry
Preservation of proof of notice and agenda	At least 3 years from the meeting

The statutory framework for preparing, signing and maintaining minutes is also explained in TaxGuru’s detailed material on Section 118 minutes of Board meetings.

Attendance Register

SS-1 requires every company to maintain an attendance register for Board and committee meetings. The register should contain the serial number and date of the meeting, name of the committee where relevant, place and time of meeting, and names and signatures of directors, Company Secretary, and invitees. The mode of attendance should also be noted where a person participates electronically.

For video-conference meetings, the Chairman should take a roll call at the beginning. The director attending electronically should state his or her full name and location. This participation must be recorded in the minutes, and the attendance register should be authenticated as required.

For electronic participation, see also Board meetings through video conferencing.

SS-2: General Meeting Minutes

SS-2 applies to meetings of members, including an AGM and EGM. It also deals with important matters related to general meetings, such as notice, quorum, proxy, voting, e-voting, postal ballot, Chairman, adjournment, and minutes.

General meeting minutes are particularly important because members have a statutory right to inspect the minutes of general meetings under Section 119, subject to the permitted conditions and restrictions. Board minutes, in contrast, are internal management records and are not generally open to inspection by members.

What Should Be Recorded

Minutes of a general meeting should be a fair and correct summary of the proceedings. They should record what was properly transacted at the meeting and the result of each resolution.

The general meeting minutes should generally contain:

Serial number and type of meeting, such as “12th Annual General Meeting”

Name of the company

Day, date, venue, and time of commencement

Name of the Chairman

Confirmation that requisite quorum was present throughout the meeting

Names of directors present

Names of auditors present or their authorised representatives

Names of Company Secretary and secretarial auditor, if applicable

Number of members present in person

Details of valid proxies, where applicable

Names of invitees, if any

Confirmation that the notice was duly issued

Summary of the proceedings and members’ observations where material

Text or gist of resolutions considered

Method of voting used for each item

Voting results, including votes in favour and against where relevant

Details of poll, remote e-voting, electronic voting, and scrutiniser’s report, where applicable

Time of conclusion of the meeting

The minutes should record that the Chairman explained the objective and implications of the resolutions before putting them to vote. SS-2 requires the Chairman to conduct the meeting fairly and impartially and to ensure that only business stated in the notice is transacted.

Notice and Business

Under SS-2, notice of a general meeting should be given in writing to every member. Notice must also be given to directors, auditors, secretarial auditor, debenture trustees where applicable, and other specified persons.

The notice should ordinarily be sent at least 21 clear days before the meeting. For calculating 21 clear days, the day on which the notice is sent and the day of the meeting are excluded. If notice is sent through post or courier, additional time should be allowed for service.

The notice must clearly state:

Day, date, and time of meeting

Full address of the venue

Nature of meeting, such as AGM or EGM

Business to be transacted

Proxy entitlement, where applicable

Route map and landmark, except in specified exempt cases

Explanatory statement for every item of special business

Every special business item must be presented in the form of a resolution and should have a proper explanatory statement. The explanatory statement should help members understand the meaning, scope, implications, material facts, and interests of directors, managers, KMPs, and their relatives, where applicable.

The requirements concerning calling a general meeting and Section 101 notice should also be considered while preparing the notice.

A company should not introduce a completely new item at the meeting that was not included in the notice. SS-2 expressly states that no business other than the business specified in the notice, or specifically permitted under the Act, should be taken up at the meeting.

General Meeting Minutes Example

A weak AGM minute would be:

The financial statements were approved by the members.

A better version would be:

The Chairman placed before the Members the audited financial statements of the Company for the financial year ended 31 March 2026, together with the reports of the Board of Directors and the Auditors. The Members considered the same and passed the following Ordinary Resolution with the requisite majority: “RESOLVED THAT the audited financial statements of the Company for the financial year ended 31 March 2026, together with the reports of the Board of Directors and the Auditors thereon, be and are hereby received, considered and adopted.”

Where remote e-voting or a poll is used, the minutes should also record the voting mechanism and final results in a proper manner.

The requirements concerning electronic voting are covered under Section 108 and the e-voting mechanism.

Where business is transacted through postal ballot, the applicable framework is set out under Section 110 and the postal-ballot provisions.

Members attending through proxies are governed by Section 105 and the applicable rules; see Procedure of Appointment of a Proxy under Companies Act, 2013.

What Should Be Avoided

A company should avoid treating minutes as a copy-paste exercise. The most common errors are not only drafting mistakes; they can affect the validity and evidentiary value of company decisions.

Do Not Write Minutes Like a Conversation Transcript

Minutes should not reproduce every comment, argument, disagreement, or informal discussion. They should provide a fair summary of material deliberations and clearly record decisions. ICSI guidance notes that minutes are not an exhaustive record of everything said during the meeting, and there is generally no need to record all arguments for or against a decision.

Avoid this:

Mr. A said that the loan amount was too high. Mr. B disagreed and said that the company needed money immediately. Mr. C said that the bank manager had promised a lower interest rate.

Use this instead:

The Board considered the funding requirement, proposed borrowing terms, and repayment capacity of the Company. After discussion, the Board approved the borrowing proposal on the terms placed before it.

If a director formally dissents and asks that the dissent be recorded, then the dissent and the name of that director should be included.

Do Not Use Vague Language

Words such as “discussed and approved,” “noted,” or “decision taken” may be insufficient if the minutes do not show what exactly was approved.

Avoid:

Related-party transaction approved.

Use:

The Board considered the proposed purchase of raw material from XYZ Private Limited, a related party, for an amount not exceeding ₹15,00,000 during the financial year 2026–27. After noting the disclosure of interest and non-participation of the interested director, the remaining directors approved the transaction on arm’s-length basis and in the ordinary course of business.

Do Not Alter Signed Minutes

Minutes should not be rewritten, overwritten, erased, pasted over, or changed after they are signed. SS-1 specifically prohibits pasting or attaching minutes to the Minutes Book and prohibits tampering.

If a genuine clerical error is identified, the correction should be made through a properly documented process and should not appear as an unauthorised alteration. The company should take professional advice before changing signed statutory minutes.

Do Not Record Untrue Attendance

Never show a director, member, auditor, or invitee as present when that person did not attend. This can create serious compliance and evidentiary issues.

For meetings held through video conferencing, record the electronic mode, take roll call, identify the location of the participant, and preserve the required electronic record.

Do Not Forget the Quorum

A common mistake is to write “quorum was present” only in the beginning of the minutes. The law requires quorum throughout the meeting. If an interested director leaves during a related-party item, or a member leaves during a general meeting, the company should ensure quorum remains available before continuing with the business.

For general meetings, the statutory quorum requirements are dealt with under Section 103.

Do Not Take Up Business Outside the Notice

At an AGM or EGM, the company should not pass a resolution for a matter that was never disclosed in the notice. For special business, an explanatory statement should accompany the notice. This enables members to make an informed decision.

The requirements for an explanatory statement under Section 102 are particularly relevant where special business is proposed.

Do Not Delay Recording

Minutes should not be prepared at the end of the financial year merely to complete audit documentation. They must be entered in the minutes book within 30 days from the conclusion of the meeting.

Practical Drafting Checklist

Before signing any minutes, the company should verify the following:

The meeting had a proper serial number

Notice was sent to all persons entitled to receive it

Agenda and notes were provided within the required timeline

The meeting date, time, venue, and mode are correctly stated

Quorum was present throughout

Attendance details are correct

Leave of absence is properly recorded

Disclosure of director interest is recorded

Interested directors did not participate where law requires non-participation

The resolutions reflect the actual decision of the Board or members

The authority to sign, file, execute, or implement the decision is clearly mentioned

Any dissent, abstention, or objection requested to be recorded is included

Voting method and voting result are recorded for shareholder resolutions

The minutes are entered within 30 days

The Chairman signs and dates the minutes

Supporting documents are safely preserved

Conclusion

Secretarial Standards do not expect minutes to be lengthy or complicated. They expect minutes to be accurate, clear, complete, and prepared on time. Good minutes should show the legal validity of the meeting and the actual decision made, without becoming a transcript of every discussion.

For Board and committee meetings, SS-1 is the key standard. It requires timely notice, agenda papers, quorum, attendance records, draft-minute circulation, entry of minutes within 30 days, and permanent preservation.

For AGMs, EGMs, and other members’ meetings, SS-2 is the key standard. It regulates notice, explanatory statements, quorum, proxies, voting, e-voting, postal ballots, conduct of meetings, and recording of minutes.

A company that maintains proper minutes demonstrates good governance. Even a small private company should take this seriously, especially for decisions involving bank loans, appointment or resignation of directors, issue or transfer of shares, related-party transactions, approval of financial statements, remuneration, significant contracts, borrowing, and statutory filings.

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Disclaimer: This article is for general information only and should not be considered legal or professional advice. Readers should refer to the latest Companies Act, 2013, SS-1, MCA notifications, and ICSI guidelines, and seek advice from a qualified professional before taking any action.