Minimum Board and General Meetings Under Companies Act 2013 – Type-wise Requirements Explained

Compliance with meeting requirements under the Companies Act 2013 is a core corporate governance obligation for every company. The statute prescribes different minimum numbers of Board Meetings and General Meetings depending on the nature and classification of the company, while certain additional requirements apply to listed entities through the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This guide consolidates the statutory framework and provides a clear, practical view of:

  • Minimum Board Meetings for different classes of companies
  • Applicability of Section 173(1) and Section 173(5)
  • Whether Rules prescribe any additional minimum limits
  • Minimum meetings for Board Committees under the Companies Act 2013 and SEBI (LODR)
  • Minimum General Meetings (AGM / EGM) obligations
  • Type-wise comparative examples

Minimum Number of Board Meetings – Core Statutory Rule

General Requirement for All Companies

Under Section 173(1) of the Companies Act 2013, read with Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors:

  • Every company (other than those specifically covered by Section 173(5)) must:
    • Hold at least 4 Board Meetings in each calendar year; and
    • Ensure that the interval between any two consecutive Board Meetings does not exceed 120 days.

This is the default minimum that applies to:

  • Private companies (other than Small Companies)
  • Unlisted public companies
  • Listed companies
  • Section 8 companies (unless specifically exempted by notification and subject to conditions)

Important: The requirement is based on calendar year (January to December), not financial year, for the minimum number and the maximum allowable gap.

Relaxed Minimum for OPC, Small Company and Dormant Company

A simplified regime exists for certain smaller or closely held categories of companies. The Proviso to Section 173(5) provides that:

  • A One Person Company, Small Company, and Dormant Company are required to:
    • Hold at least 1 Board Meeting in each half of the calendar year; and
    • Maintain a minimum gap of 90 days between the two meetings.

This results in a statutory minimum of 2 Board Meetings in each calendar year for such entities, subject to:

  • One meeting being held between January–June, and
  • Another meeting between July–December, with at least 90 days separating them.

Note: This is a relaxation only as to number and frequency. All other procedural requirements for Board Meetings continue to apply unless specifically exempted.

Are There Any Rules Prescribing Minimum Board Meetings?

Position Under Companies (Meetings of Board and its Powers) Rules, 2014

The Companies (Meetings of Board and its Powers) Rules, 2014 do not set any independent minimum requirement for:

  • The number of Board Meetings; or
  • The periodicity of such meetings.

The minimum number is entirely governed by the Act itself, i.e.:

  • Section 173(1) – for all companies other than those covered by Section 173(5)
  • Proviso to Section 173(5) – for OPC, Small Company, and Dormant Company

Role of Secretarial Standard-1 (SS-1)

Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI), and made mandatory through Section 118(10) of the Companies Act 2013, lays down:

  • Detailed procedural rules for convening Board Meetings
  • Notice requirements
  • Quorum, participation, minutes, and related compliances

However:

  • SS-1 does not alter or enhance the statutory minimum number of Board Meetings laid down in Section 173.
  • It is a procedural standard, not a substantive requirement for minimum frequency.

Minimum Board Meetings for Listed Companies

Requirement Under Companies Act 2013

A listed company is also governed by the same general rule under Section 173(1):