Summary: The Companies Act, 2013 prescribes different minimum Board Meeting requirements depending on the type of company. Generally, every company must hold at least four Board Meetings in each calendar year with a maximum gap of 120 days between consecutive meetings under Section 173(1). However, One Person Companies (OPCs), Small Companies, and Dormant Companies are required to hold only one Board Meeting in each half of the calendar year, with a minimum gap of 90 days, resulting in two meetings annually under Section 173(5). The Companies Act and the Companies (Meetings of Board and its Powers) Rules, 2014 do not prescribe minimum meetings for Board Committees; such requirements arise only under the SEBI (LODR) Regulations, 2015 for listed entities. Similarly, every company except an OPC must hold one Annual General Meeting (AGM) every financial year, while no minimum number of Extraordinary General Meetings (EGMs) is prescribed. Listed companies must additionally comply with applicable SEBI governance and committee meeting requirements.
Question: Under the Companies Act, 2013, what is the minimum number of Board Meetings required in a financial year for different types of companies?
Answer: Under the Companies Act, 2013, the minimum number of Board Meetings required in a financial year depends on the type of company.
| Type of Company | Applicable Provision | Minimum Board Meetings Required |
| All companies (general rule) | Section 173(1) of the Companies Act, 2013 read with Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors | At least 4 Board Meetings in a calendar year, with a maximum gap of 120 days between any two consecutive meetings. |
| One Person Company (OPC), Small Company, and Dormant Company | Section 173(5) (Proviso) of the Companies Act, 2013 read with Secretarial Standard-1 (SS-1) | At least 1 Board Meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings. Thus, only 2 Board Meetings are required in a calendar year. |
Question: Are there any rules under the Companies Act, 2013 prescribing the minimum number of Board Meetings?
Answer: No. There are no rules under the Companies (Meetings of Board and its Powers) Rules, 2014 prescribing the minimum number or frequency of Board Meetings.
The requirement regarding the minimum number of Board Meetings is prescribed under the Companies Act, 2013, as follows:
- Section 173(1): Every company is required to hold at least 4 Board Meetings in each calendar year, with a maximum gap of 120 days between two consecutive meetings.
- Proviso to Section 173(5): A OPC, Small Company, and Dormant Company is required to hold at least 1 Board Meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings.
Although there are no specific rules prescribing the number of Board Meetings, Secretarial Standard-1 (SS-1), issued by the Institute of Company Secretaries of India (ICSI) and made mandatory under Section 118(10) of the Companies Act, 2013, lays down the procedural requirements for convening and conducting Board Meetings. However, SS-1 does not prescribe or modify the statutory minimum number of Board Meetings provided under Section 173 of the Act.
Question: What is the minimum number of Board Meetings required for a Listed Company under the Companies Act, 2013?
Answer: Under Section 173(1) of the Companies Act, 2013, every listed company is required to hold:
- At least 4 Board Meetings in each calendar year; and
- The gap between any two consecutive Board Meetings shall not exceed 120 days.
In addition to the Companies Act, a listed company must comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Additional Requirement under SEBI (LODR) Regulations, 2015
Under Regulation 17(2) of the SEBI (LODR) Regulations, 2015:
- The Board of Directors shall meet at least four times a year.
- The maximum time gap between any two meetings shall not exceed 120 days.
Conclusion: There is no additional requirement under the Companies Act or SEBI (LODR) regarding the minimum number of Board Meetings for a listed company. Both prescribe a minimum of 4 Board Meetings in a year, with not more than 120 days’ gap between two consecutive meetings. However, listed companies must also comply with additional Board and Committee meeting requirements prescribed under the SEBI (LODR) Regulations, 2015 (e.g., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, etc.).
Question: Give some examples of the minimum number of Board Meetings required for different types of companies under the Companies Act, 2013.
Answer: The following are examples of the minimum number of Board Meetings required:
| Type of Company | Minimum Board Meetings Required |
| Private Limited Company
(other than a Small Company) |
4 Board Meetings in each calendar year, with a maximum gap of 120 days between two consecutive meetings. |
| Public Company | 4 Board Meetings in each calendar year, with a maximum gap of 120 days between two consecutive meetings. |
| Listed Company | 4 Board Meetings in each calendar year, with a maximum gap of 120 days between two consecutive meetings. Additionally, the company must comply with Regulation 17(2) of the SEBI (LODR), which prescribes the same minimum requirement along with other corporate governance obligations. |
| Small Company | 2 Board Meetings in each calendar year, i.e., one meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings. |
| One Person Company (OPC) | 2 Board Meetings in each calendar year, i.e., one meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings. |
| Dormant Company | 2 Board Meetings in each calendar year, i.e., one meeting in each half of the calendar year, with a minimum gap of 90 days between the two meetings. |
Question: Does the Companies Act, 2013 prescribe the minimum number of meetings for Board Committees?
Answer: No. The Companies Act, 2013 does not prescribe the minimum number of meetings for the following Board Committees. It only requires their constitution (where applicable) and lays down their roles and responsibilities.
| Committee | Minimum Meetings under the Companies Act, 2013 | Relevant Provision |
| Audit Committee | No minimum number of meetings prescribed. | Section 177 |
| Nomination and Remuneration Committee (NRC) | No minimum number of meetings prescribed. | Section 178 |
| Stakeholders Relationship Committee (SRC) | No minimum number of meetings prescribed. | Section 178 |
| Corporate Social Responsibility (CSR) Committee | No minimum number of meetings prescribed. | Section 135 |
Question: Are there any rules under the Companies Act, 2013 prescribing the minimum number of meetings for Board Committees?
Answer: No. Neither the Companies Act, 2013 nor the Companies (Meetings of Board and its Powers) Rules, 2014 prescribe the minimum number of meetings for any Board Committee, such as:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
The Companies Act, 2013 only requires the constitution of these committees (where applicable) and specifies their powers, functions, and responsibilities. It does not prescribe how many times these committees must meet.
Question: Does the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribe the minimum number of meetings for Board Committees?
Answer: Yes. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribe the minimum number of meetings for certain Board Committees of listed entities, as follows:
| Board Committee | Minimum Meetings Required | Relevant Regulation |
| Audit Committee | At least 4 meetings in a financial year, with not more than 120 days between two consecutive meetings. | Regulation 18(2)(a) |
| Nomination and Remuneration Committee | At least 1 meeting in a financial year. | Regulation 19(3A) |
| Stakeholders Relationship Committee | At least 1 meeting in a financial year. | Regulation 20(3A) |
| Risk Management Committee (where applicable) | At least 2 meetings in a financial year, with not more than 210 days between two consecutive meetings. | Regulation 21(3A) |
| Corporate Social Responsibility Committee | No minimum number of meetings prescribed under the SEBI LODR Regulations. | Not prescribed |
Conclusion: Under the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, there is no prescribed minimum number of meetings for Board Committees. The minimum meeting requirements for certain committees arise only under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and apply to eligible listed entities.
Question: What is the minimum number of General Meetings required under the Companies Act, 2013?
Answer: Under the Companies Act, 2013, the minimum number of General Meetings depends on the type of meeting.
| Type of General Meeting | Applicable Provision | Minimum Meetings Required |
| Annual General Meeting (AGM) | Section 96 of the Companies Act, 2013 | Every company, other than a OPC, is required to hold at least one AGM in every financial year. |
| Extraordinary General Meeting (EGM) | Section 100 of the Companies Act, 2013 | No minimum number of EGMs is prescribed. An EGM may be convened whenever urgent or special business requiring shareholders’ approval arises. |
Question: Are there any rules under the Companies Act, 2013 prescribing the minimum number of General Meetings?
Answer: No. The Companies (Management and Administration) Rules, 2014 do not prescribe the minimum number or frequency of General Meetings.
Question: Give some examples of the minimum number of General Meetings required for different types of companies under the Companies Act, 2013.
Answer: The following are examples of the minimum number of General Meetings required:
| Type of Company | Minimum General Meetings Required |
| Private Limited Company | 1 AGM in every financial year. EGM – No minimum prescribed. |
| Public Company | 1 AGM in every financial year. EGM – No minimum prescribed. |
| Listed Company | 1 AGM in every financial year. EGM – No minimum prescribed. The company must also comply with the SEBI (LODR) Regulations, 2015 regarding shareholder meetings and disclosures, where applicable. |
| One Person Company (OPC) | No AGM is required under Section 96. EGM provisions apply where applicable. |
Author Bio
