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SS-2 Secretarial Standard on General Meetings

Updated 11 October 2026 · Fact-checked

SS-2 is the Secretarial Standard issued by ICSI that sets the minimum procedure for general meetings: notice, agenda, proxies, quorum, voting, e-voting, conduct and minutes. Companies must follow it under the Companies Act. To solve a question, name the rule, apply it to the facts, then state the compliance consequence.

Understand SS-2: General Meetings

A general meeting is where members, not directors, decide. The annual general meeting (AGM) deals with the yearly business. An extraordinary general meeting (EGM) deals with urgent business that cannot wait for the AGM. SS-2 lays down how both must be convened, held and recorded.

The Companies Act makes it compulsory for every company to observe the secretarial standards on general and Board meetings issued by ICSI and approved by the Central Government. So SS-2 is not a mere guideline. It is the working rulebook behind the Act's meeting provisions. If you follow it, your meeting is more likely to be valid and your minutes more likely to be accepted as evidence.

Think of SS-2 in the order of a meeting's life. First, convening: who calls it, date, time, place. Second, notice: how long before, what it must contain, who receives it. Third, attendance and proxies: who may attend, who may vote, how proxies work. Fourth, quorum and conduct: the chairman, show of hands, poll, e-voting. Fifth, minutes: recording what happened and keeping it safe.

The Act's provisions on proxies and minutes are the part you can quote with section numbers. Proxies are in section 105 and minutes are in section 118. Where SS-2 adds detail, state it as 'SS-2 requires'. Where the Act is silent, do not invent a section number.

SS-1 covers Board and committee meetings. SS-2 covers meetings of members. The key contrasts are shorter notice for Board meetings, a different quorum rule, and minutes of Board meetings that must name directors present and dissenting.

Key rules to remember

Notice period for a general meeting: Notice = at least 21 clear days (excluding the day of sending and the day of the meeting); Shorter notice is allowed only with written or electronic consent. For an AGM, 95% of members entitled to vote must consent. For other general meetings, a majority in number of members holding at least 95% of the voting power is needed.
AGM timing: AGM within 6 months of financial year end; gap between two AGMs ≤ 15 months; Held between 9 a.m. and 6 p.m. on a day that is not a National Holiday, at the registered office or a place within the city, town or village where it is located (company-specific exceptions exist).
Proxy basics (section 105): Proxy: in writing, signed; deposited ≥ 48 hours before the meeting; no right to speak; vote only on a poll; If the articles ask for a longer deposit period, it is treated as 48 hours. A proxy can act for not more than fifty members and, under the Rules, for not more than 10% of total voting share capital; a member holding more than 10% may appoint a proxy for his own holding only.
Proxy notice statement: Notice must state prominently that a member may appoint a proxy and that a proxy need not be a member; Default: every officer in default is liable to a penalty of ₹5,000 (section 105(3)).
Inspection of proxies: Window = 24 hours before the meeting until its conclusion; written notice ≥ 3 days; Members entitled to vote can inspect proxies lodged, during business hours of the company (section 105(8)).
Quorum (public and private company): Public: 5 members if up to 1,000 members; 15 if 1,001 to 5,000; 30 if above 5,000. Private: 2 members. Members must be personally present.; Unless the articles provide a larger number. If quorum is absent within half an hour, a meeting called by requisition is cancelled; other meetings stand adjourned to the same day next week, same time and place.
Minutes: time limit and form: Minutes prepared and entered within 30 days of conclusion, in books with consecutively numbered pages (section 118(1)); SS-2 expects the chairman of that meeting to sign them within 30 days. Minutes of general meetings are to be preserved permanently.
Penalties under section 118: Company ₹25,000; each officer in default ₹5,000; tampering: up to 2 years and fine ₹25,000 to ₹1,00,000; Minutes kept properly are evidence of proceedings, and the meeting is deemed duly called and held until the contrary is proved.
Chairman's discretion in minutes: Omit matter that is defamatory, irrelevant or immaterial, or detrimental to company interests; Section 118(5) and (6): the chairman has absolute discretion on these grounds. Minutes must give a fair and correct summary and include all appointments made at the meeting.
Remote e-voting window: Open for at least 3 days; closes at 5 p.m. on the day before the meeting; Applies to companies required to give e-voting. Fix a cut-off date, appoint a scrutiniser, and keep the e-voting and poll results in the records.

How to solve SS-2: General Meetings questions

Every SS-2 question is a procedure question. Walk the meeting from start to finish and test each stage against a rule. Marks come from naming the rule, applying it to the numbers in the facts, and drawing a conclusion.

1Identify the meeting: AGM, EGM, class meeting, or a company with special rules such as a Producer Company. The rules and timings change with the type.
2List the facts that carry numbers: dates, hours, number of members, percentage of shareholding, mode of delivery.
3State the governing rule for each stage in plain words: notice period, contents, proxy deposit, quorum, voting method, minutes deadline. Quote section 105 or section 118 where relevant.
4Apply the rule to the facts with a calculation. For notice, count clear days. For proxies, count hours. For minutes, count days from the meeting's conclusion.
5Conclude clearly: valid or invalid, compliant or in default. Say what the consequence is, such as the penalty or the risk that the resolution is challenged.
6Add the practical step: corrective action, draft notice wording, or the entry the company secretary should make in the minutes book.

Quickest way: The 5-point SS-2 checklist

When to use it: Use it when a short question gives a scenario with a defect and asks whether the meeting or resolution is valid. It takes about three minutes and keeps the answer structured.

N: Notice. Count 21 clear days, check contents, check the proxy statement, and note who must receive it.
P: Proxy. In writing, signed, deposited at least 48 hours before the meeting (a longer period in the articles is read as 48 hours), no speaking, vote only on a poll.
Q: Quorum. Check personal presence against the member count and the type of company.
V: Voting. Show of hands first, poll when demanded, remote e-voting where it applies.
M: Minutes. 30 days, numbered pages, signed by the chairman, fair and correct summary. Then state the penalty if there is a default.

Common mistakes in SS-2: General Meetings

Counting the day of sending and the day of the meeting in the 21 days.
Students treat 21 days as a simple date difference.
Fix: Use clear days. Exclude both the sending date and the meeting date. Then count the days in between.
Saying a proxy can speak at the meeting or vote on a show of hands.
Students assume a proxy stands in the member's shoes completely.
Fix: Remember section 105: a proxy has no right to speak and can vote only on a poll.
Applying the articles' 72-hour proxy deposit rule without checking the Act.
The articles feel like the final word.
Fix: Section 105(4) treats any longer period as 48 hours. A proxy lodged 48 hours before is valid.
Using the same notice period and quorum as SS-1.
Both standards deal with meetings and the rules blur together.
Fix: Keep a two-column memory: Board meeting notice is 7 days with directors' quorum; general meeting notice is 21 clear days with a quorum of members present in person.
Writing minutes as a word-for-word transcript or leaving out appointments.
Students confuse minutes with a verbatim record.
Fix: Minutes must be a fair and correct summary, include every appointment made, and exclude defamatory, irrelevant or detrimental matter at the chairman's discretion.
Forgetting the 30-day limit and the penalties for default in minutes.
Students learn the content of minutes but not the compliance consequence.
Fix: Attach the numbers every time: 30 days; ₹25,000 on the company; ₹5,000 on each officer in default; tampering up to two years' imprisonment.

Worked examples

Example 1

Sunrise Textiles Limited, a public company, sends the notice of its AGM to all members on 1 September. The meeting is fixed for 22 September. Examine whether the notice period is sufficient and what the company can do.

Show the solution

Rule: a general meeting needs at least 21 clear days' notice. The day of sending and the day of the meeting are excluded.
Count the days from 2 September to 21 September inclusive. That is 20 clear days.
20 is less than 21, so the notice is short by one day. The meeting as fixed is not validly convened on the notice given.
Option 1: shift the meeting to 23 September. Clear days then run from 2 September to 22 September, which is 21 days.
Option 2: keep 22 September and obtain written or electronic consent to shorter notice from not less than 95% of the members entitled to vote, as the rule for an AGM requires.
Practical step: keep the consents on record and refer to them in the minutes.

Answer: The notice gives only 20 clear days, so it is insufficient. Sunrise Textiles should either hold the AGM on or after 23 September or obtain consent to shorter notice from at least 95% of members entitled to vote, and record this in the minutes.

Example 2

The articles of Nila Foods Limited say a proxy form must be deposited 72 hours before the meeting. Mr. Rao lodges a proxy for Ms. Iyer 50 hours before the AGM. At the meeting, the proxy holder wants to speak on the dividend resolution and to vote by raising his hand. Advise the chairman.

Show the solution

Deposit period: section 105(4) treats any longer period in the articles as 48 hours.
Mr. Rao lodged the proxy 50 hours before the meeting. 50 hours is more than 48 hours, so the deposit is in time. The proxy is not rejected for being late.
Speaking: section 105(1) says a proxy has no right to speak at the meeting. The chairman need not allow Mr. Rao to address the members.
Voting: a proxy is entitled to vote only on a poll. A vote by raising a hand will not count.
Practical step: the chairman may inform him that his vote will be taken if a poll is held, and the company secretary should make sure the proxy is checked against the register before the poll.

Answer: The proxy is valid because it was deposited 50 hours before the meeting, and the 72-hour requirement in the articles is treated as 48 hours. But Mr. Rao has no right to speak, and he can vote only on a poll, not on a show of hands.

Exam tips

Write the number every time you state a rule: 21 clear days, 48 hours, 30 days, 95%. Examiners give marks for precise figures.
For scenario questions, use the order notice, proxy, quorum, voting, minutes. It makes your answer easy to mark.
Use section 105 for proxies and section 118 for minutes, with penalties. Do not quote section numbers for rules you cannot place.
If asked to draft, give a short model: heading, meeting date and time, chair, quorum, resolution wording, and the chairman's signature with date.
For a difference between SS-1 and SS-2, tabulate in words: purpose, notice period, quorum, voting, minutes. Add one line on the Producer Company contrast only if the question asks for it.

Practice questions from Board Processes through Secretarial Standards

SS-2: General Meetings in other exams

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

SS-2: General Meetings: frequently asked questions

What is SS-2 and who must follow it?

SS-2 is the Secretarial Standard on General Meetings issued by ICSI. Every company must observe the secretarial standards for general and Board meetings under the Companies Act. It covers notice, proxies, quorum, voting, conduct and minutes of general meetings.

What is the difference between SS-1 and SS-2?

SS-1 deals with meetings of the Board and its committees. SS-2 deals with general meetings of members. Board meetings need a shorter notice (7 days for a typical company), while general meetings need 21 clear days. Board minutes must name directors present and those who dissent, which general meeting minutes do not require in the same way.

Can a proxy speak or vote at a general meeting?

Under section 105, a proxy has no right to speak at the meeting. He can vote only on a poll, not on a show of hands. He must also hold a valid instrument that is in writing and signed by the member or an authorised attorney.

Within how many days must minutes of a general meeting be recorded?

Section 118 requires minutes to be prepared, signed as prescribed and kept in the minute books within 30 days of the conclusion of the meeting. The pages must be consecutively numbered. A default attracts a penalty of ₹25,000 on the company and ₹5,000 on each officer in default.

Do the same rules apply to a Producer Company?

Not exactly. Section 378ZA sets different rules for Producer Companies. The first AGM must be held within 90 days of incorporation, notice must be at least 14 days, and the quorum is one-fourth of members unless the articles say more. Learn these only as a contrast to the ordinary company rules.