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1. Under the Applicability clause of SS-1, the exemption to Section 8 Company and specific exemptions given to Private company shall be provided if the company does not default in filing financial statements and Annual returns with the Registrar of Companie (ROC).
2. Directors’ participation through electronic means on restricted matters is not permitted unless there is a quorum in the meeting through physical presence.
3. The intimation of the Director participating in a meeting through E-means does not debar him from participating in person, provided intimation for the same is given in advance to the company.
4. The words “material events in accordance with the listing agreement” are deleted from the definition of UPSI.
5. A Private Company recognized as a start-up must meet the requirement of holding one Board Meeting in each half of the calendar year with a gap between 2 meetings being not less than 90 Days. Further, the secretarial standards have also inserted the definition of Start -Up.
6. The Independent Directors will hold their meeting at least once in the financial year in the absence of non-independent directors and Members of management.
7. The director is not allowed to participate, neither is he reckoned for the purpose of the quorum for the item in which he is interested. Exemption to Private Company– The Director can participate after disclosure of his interest, and such Director shall also be reckoned for the purpose of Quorum.
8. Directors are counted for the purpose of quorum, participating through electronic mode, and physical presence is mandated for ascertaining quorum for discussing restricted items.
9. The Chairman of the Private Company, in addition to continuing the chair, will also be counted for the purpose of quorum in the items in which he is interested.
10. The companies are required to maintain the proof of sending and delivery of the draft of Circular Resolutions and the necessary papers for a period which is not less than 3 years from the date of circulation of such Resolution.
11. All companies are required to approve the appointment of a Director to fill a casual vacancy at the immediate next general meeting.

1. Under the Applicability clause of SS-2, the exemption to Section 8 Company and specific exemptions given to Private company shall be provided if the company does not default in filing Financial statements and Annual returns with the Registrar of Companies (ROC).
2. The definition of the term ‘Ordinary business’ includes only the appointment of auditors.
3. The Annual General Meeting of an Unlisted Company may be held at any place in India if prior consent is given by members in writing or by E-mode before the meeting.
4. SS-2 allows the sending of Financial Statements and other documents required to be annexed to GM at shorter notice if the following conditions are met:
5. Annual General Meeting for Company with Share Capital: Consent by a majority number of members entitled to vote and representing not less than 95% of such part of the paid-up share capital.
6. Annual General Meeting for Company without Share Capital: Consent by the majority number of members having not less than 95% of total voting power exercisable at such meeting.
7. Extraordinary General Meeting for Company with Share Capital: Consent by the majority of members entitled to vote and representing not less than 95% of such part of the paid-up share capital.
8. Extraordinary General Meeting for Company without Share Capital: Consent by a majority of members having not less than 95% of the total voting power exercisable at such meeting.
9. Extraordinary General Meeting in case of a wholly owned subsidiary of a company incorporated outside India: Maybe held outside India.
10. Voting by a related party is allowed on a resolution related to the approval of a contract or arrangement where such member is a related party in case ninety percent or more Members are relatives of promoters or related parties. In the case of a wholly owned subsidiary – A resolution passed by the Holding Company shall suffice for transactions between the Holding Company and the wholly owned subsidiary Company.
11. Every Company except a Company having members less than or equal to 200 shall transact items of business only by postal ballot as prescribed in SS-2. Such items of business may be transacted at a General meeting by a Company that is required to provide an E-Voting facility to its members.
12. Resolutions passed by postal ballot can also be rescinded by a resolution passed at a General Meeting by a Company that is required to provide an E-Voting facility to its members.