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Environmental, Social and Governance (ESG) - Principles and Practice · Board Processes through Secretarial Standards

Secretarial Standards: Framework and Legal Status under the Companies Act 2013

Updated 11 October 2026 · Fact-checked

Secretarial Standards are standards on meetings and other secretarial practice issued by the ICSI. The Companies Act, 2013 gives them statutory backing once the Central Government approves them. Sections 118(10) and 205(1)(b) make observing them mandatory for companies, and the company secretary must ensure compliance.

Understand Secretarial Standards: Framework and Legal Status

Secretarial Standards are the rules of good practice for conducting meetings and recording what happens in them. Before they existed, companies followed their own habits. Notice periods, minutes formats and voting records differed from company to company.

The Institute of Company Secretaries of India (ICSI), constituted under section 3 of the Company Secretaries Act, 1980, issues these standards. A standard issued by ICSI becomes legally relevant under the Companies Act, 2013 only when the Central Government approves it. Both sections quote the same test: standards issued by ICSI and approved by the Central Government.

The Act uses them in two places. Section 118(10) says every company shall observe secretarial standards with respect to general and Board meetings. Section 205(1)(b) says the company secretary's functions include ensuring that the company complies with the applicable secretarial standards. The two standards you must know are SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings).

So the legal status is clear. The standards are not just guidance. Because the Act directs companies to observe them, they carry statutory force through these sections. The Act does not give a separate penalty for breaching the standards as such. Consequences come mainly through section 118, which deals with minutes and meeting records, and through the wider default and governance consequences of poor compliance.

Responsibility is shared. Section 205(2) says the company secretary's role does not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director. The company secretary ensures compliance and reports to the Board. The Board and its officers still carry their own duties.

Key rules to remember

Source and recognition test
Secretarial standards = standards issued by ICSI + approved by the Central Government
Both elements appear in the Explanation to section 205 and in section 118(10). Without approval, a standard does not carry this statutory status.
Duty on the company
Section 118(10): every company shall observe secretarial standards for general and Board meetings
Covers meetings of the Board and general meetings, which is why SS-1 and SS-2 are the core standards.
Duty of the company secretary
Section 205(1)(b): ensure that the company complies with applicable secretarial standards
Section 205(1)(a) also requires reporting to the Board on compliance with the Act, rules and other applicable laws.
Limit on the secretary's role
Section 205(2): sections 204 and 205 do not affect duties of the Board, chairperson, MD or WTD
Compliance remains a shared responsibility.
Penalty for default under section 118
Company: ₹25,000. Every officer in default: ₹5,000
Applies to default in complying with section 118 for a meeting, including the duty to observe secretarial standards under section 118(10).
Tampering with minutes
Imprisonment up to 2 years and fine of ₹25,000 to ₹1,00,000
Section 118(12). This is a separate and more serious offence than a simple default.

How to solve Secretarial Standards: Framework and Legal Status questions

Use this order for any written question on the framework, legal status or consequences of Secretarial Standards.

  1. 1Identify what is asked: status of the standards, who must comply, or the consequence of a breach.
  2. 2State the source: the ICSI issues the standards under its constitution in the Company Secretaries Act, 1980.
  3. 3State the recognition test: ICSI-issued and approved by the Central Government.
  4. 4Quote the operative provisions: section 118(10) for the company and section 205(1)(b) for the company secretary.
  5. 5Apply them to the facts: name the meeting involved (Board or general) and the standard that applies (SS-1 or SS-2).
  6. 6State the consequence: a default in complying with section 118 attracts a penalty of ₹25,000 on the company and ₹5,000 on each officer in default. Mention that tampering with minutes is a separate offence under section 118(12).
  7. 7Conclude clearly: say whether the company complied, who was responsible, and what the company secretary should now report or correct.

Quickest way: Provision, test, facts, conclusion in four lines

When to use it: Use when time is short or the question is a short note on legal status.

  1. Line 1: ICSI issues the standards and the Central Government approves them.
  2. Line 2: Section 118(10) binds the company for Board and general meetings, and section 205(1)(b) makes the company secretary ensure compliance.
  3. Line 3: Link the facts to SS-1 or SS-2 and check for a breach of section 118.
  4. Line 4: Give the penalty figures and conclude.

Common mistakes in Secretarial Standards: Framework and Legal Status

  • Calling Secretarial Standards mere recommendations or best practice.

    Students remember that ICSI is a professional body and assume its standards are advisory.

    Fix: Write that sections 118(10) and 205(1)(b) direct companies to observe the standards, which gives them statutory backing once approved by the Central Government.

  • Leaving out Central Government approval.

    Students focus on ICSI as the issuer and forget the second condition.

    Fix: Always write the full test: issued by ICSI and approved by the Central Government.

  • Saying section 205 puts the whole compliance burden on the company secretary.

    The section lists compliance as a function, so it looks like sole liability.

    Fix: Quote section 205(2): the Board, chairperson, MD and whole-time director keep their own duties. The secretary ensures compliance and reports.

  • Mixing up the penalty figures or the offence.

    Section 118 has a default penalty and a tampering offence with different amounts.

    Fix: Remember: default is ₹25,000 on the company and ₹5,000 per officer in default. Tampering is up to 2 years' imprisonment and a fine of ₹25,000 to ₹1,00,000.

  • Applying SS-1 to general meetings or SS-2 to Board meetings.

    The two numbers are confused under pressure.

    Fix: SS-1 is for Board meetings and SS-2 is for general meetings. Link each to its section 118(10) category before writing.

Worked examples

Example 1

Aarav Textiles Limited held its Board meetings without following the notice and minutes practice in the ICSI standards, saying the standards are only professional guidance and not law. Advise the company.

Show the solution
  1. Provision: section 118(10) says every company shall observe secretarial standards with respect to general and Board meetings specified by ICSI and approved by the Central Government.
  2. Analysis: the standards for Board meetings are in SS-1. The company's argument that they are only guidance is wrong, because the Act itself directs companies to observe them once approved.
  3. Section 205(1)(b) also requires the company secretary to ensure that the company complies with applicable secretarial standards, so the secretary should report the lapse to the Board.
  4. Consequence: a default in complying with section 118 for a meeting makes the company liable to a penalty of ₹25,000 and every officer in default liable to ₹5,000.

Answer: The company's view is incorrect. SS-1 applies to its Board meetings through section 118(10). The company should correct its practice. It is liable to a penalty of ₹25,000, and each officer in default to ₹5,000.

Example 2

Meera, the company secretary of Kaveri Foods Limited, is told by the managing director that she alone will be blamed if any secretarial standard is breached. Is this correct? Explain with reference to the Companies Act, 2013.

Show the solution
  1. Provision: section 205(1)(b) lists ensuring compliance with applicable secretarial standards among the functions of the company secretary. Section 205(1)(a) requires her to report to the Board on compliance.
  2. Analysis: section 205(2) says sections 204 and 205 do not affect the duties and functions of the Board, the chairperson, the managing director or a whole-time director under the Act or any other law.
  3. Therefore the managing director cannot shift his own duties onto the company secretary. The company is still bound by section 118(10).
  4. Practical point: Meera should record her compliance reports to the Board in writing so that it is clear she has reported any breach.

Answer: The statement is not correct. Meera must ensure compliance and report to the Board, but under section 205(2) the duties of the Board, chairperson, managing director and whole-time directors remain unaffected. Responsibility is shared.

Exam tips

  • Write both conditions every time: issued by ICSI and approved by the Central Government.
  • Quote sections 118(10) and 205(1)(b) by number, since the answer is provision-based.
  • In case questions, name the correct standard (SS-1 for Board meetings, SS-2 for general meetings) before concluding.
  • Give penalty figures only where you are sure: ₹25,000 on the company and ₹5,000 per officer in default under section 118(11).
  • End with a practical step, such as reporting to the Board or correcting the minutes.

Practice questions from Board Processes through Secretarial Standards

Secretarial Standards: Framework and Legal Status in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Secretarial Standards: Framework and Legal Status: frequently asked questions

Are secretarial standards mandatory under the Companies Act, 2013?

Yes, for the standards that ICSI has issued and the Central Government has approved. Section 118(10) requires every company to observe them for general and Board meetings. Section 205(1)(b) requires the company secretary to ensure compliance.

Who issues the Secretarial Standards?

The Institute of Company Secretaries of India issues them. ICSI is constituted under section 3 of the Company Secretaries Act, 1980. For the Companies Act to give them statutory effect, the Central Government must approve them.

What are SS-1 and SS-2?

SS-1 deals with meetings of the Board of Directors. SS-2 deals with general meetings. They are the standards the Act points to through section 118(10).

What is the penalty if a company does not follow section 118?

The company is liable to a penalty of ₹25,000. Every officer in default is liable to a penalty of ₹5,000. Tampering with minutes is a separate offence with imprisonment up to two years and a fine of ₹25,000 to ₹1,00,000.