FREQUENCY OF MEETINGS
Meetings are a vital component of corporate governance and decision-making. These gatherings are crucial for companies to manage their operations effectively and transparently. The Act stipulates several types of meetings, such as Board Meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs), each serving specific functions. This brief editorial will delve into the various meetings and their required quorum. As per the Companies Act of 2013, companies must hold different kinds of meetings, including those of the Board of Directors, shareholders, and committees. several types of meetings are mandated to ensure the smooth and compliant operation of companies. These include:
- Every company, other than a One Person Company, must hold an AGM each year. The first AGM must be held within nine months from the end of the first financial year, and subsequent AGMs must be held within six months from the end of the financial year, with no more than fifteen months between two AGMs. AGMs are crucial for approving financial statements, declaring dividends, appointing/re-appointing directors, and fixing their remuneration.
- Every company must hold its first board meeting within thirty days of its incorporation. Thereafter, a minimum of four board meetings must be held each year, with a maximum gap of 120 days between two consecutive meetings. These meetings are essential for the directors to discuss and make decisions on company policies and management.
- EGMs are held for urgent matters that cannot wait until the next AGM. The board or any director may call an EGM when required. Shareholders holding at least one-tenth of the paid-up share capital can also request an EGM.
- Companies with audit, nomination and remuneration, corporate social responsibility, or other committees must hold meetings as stipulated by the Act and the company’s policies.
Here is a detailed table summarizing the frequency of meetings under the Companies Act, 2013.
Applicable Section | Type of Meeting | Timeline for Holding Meeting | Exemptions/Relaxation if any | Quorum |
Section 173, SS-1 | First Board Meeting | Within 30 days from the date of incorporation | IFSC Public Companies, IFSC Private Companies, OPC having 1 Director | One-third of the total strength of the Board, or two Directors, whichever is higher. |
Section 173 | Subsequent Board Meeting | Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days. | IFSC Public Companies, IFSC Private Companies, Section-8 Companies, One Person Company, Small Company, Dormant Company, Start-up Private Company, OPC having 1 Director | One-third of the total strength of the Board, or two Directors, whichever is higher. |
Section 173 | Subsequent Board Meeting | Minimum 2 meetings in a year. Minimum gap between both meetings 90 days. | Applicable on: Small Company, One Person Company (having more than 1 director) | One-third of the total strength of the Board, or two Directors, whichever is higher. |
Section 96 | First AGM | Within 9 months from the closure of first financial year | One Person Company | Minimum of five Members personally present and entitled to vote, in the case of a public company, and two Members personally present and entitled to vote, in the case of a private company |
Section 96 | Subsequent AGM | 30th Sep (Within 6 months from the closure of the financial year). Further, the gap between 2 AGMs should not exceed 15 months. | One Person Company | Minimum of five Members personally present and entitled to vote, in the case of a public company, and two Members personally present and entitled to vote, in the case of a private company |
Clause VII of Schedule IV to the Companies Act, 2013 read with Clause 49 (II) (B) (6) of the Listing Agreement | Meeting of Independent Director | Independent Directors shall hold at least one Meeting in a financial year without the attendance of Non-Independent Directors and members of management. | Applicable only on Company which required to appoint Independent Director. | No prescribed quorum for the meeting. Therefore, application of SS-1 may be construed as a quorum, meaning the presence of all the Directors. |
Section 177 and Reg. 18 of LODR | Audit Committee Meeting | Minimum 4 times in a year and the gap between two meetings should not exceed 120 days. | All Companies except listed companies can hold the meeting as and when necessary. | Unless otherwise stipulated in the Act or the Articles or under any other law, the Quorum for Meetings of any Committee constituted by the Board shall be as specified by the Board. If no such Quorum is specified, the presence of all the members of any such Committee is necessary to form the Quorum. |
Section 178 and Reg. 19 of LODR | Nomination and Remuneration Committee Meeting | At least once a year. | All Companies except listed companies can hold the meeting as and when necessary. | One-third of the total strength of the committee, or two members, whichever is higher. |
Section 178 and Reg. 20 of LODR | Stakeholders Relationship Committee Meeting | At least once a year. | All Companies except listed companies can hold the meeting as and when necessary. | One-third of the total strength of the committee, or two members, whichever is higher. |
Regulation 21 of LODR | Risk Management Committee | At least twice a year. | All Companies except listed companies. | One-third of the total strength of the committee, or two members, whichever is higher. |
Section 135 | CSR Committee Meeting | As and when the company feels necessary. | All Companies on which CSR is applicable and their CSR liability is more than 50 Lakh. | Law is silent with respect to quorum for the committee meeting. However, as per Secretarial Standard 1, “The presence of all the members of any Committee is necessary to form the quorum.” |
Section 173, SS-1 | First Board Meeting | Within 30 days from the date of incorporation | IFSC Public Companies, IFSC Private Companies, OPC having 1 Director | One-third of the total strength of the Board, or two Directors, whichever is higher. |
Section 173 | Subsequent Board Meeting | Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days. | IFSC Public Companies, IFSC Private Companies, Section-8 Companies, One Person Company, Small Company, Dormant Company, Start-up Private Company, OPC having 1 Director | One-third of the total strength of the Board, or two Directors, whichever is higher. |
Section 173 | Subsequent Board Meeting | Minimum 2 meetings in a year. Minimum gap between both meetings 90 days. | Applicable on: Small Company, One Person Company (having more than 1 director) | One-third of the total strength of the Board, or two Directors, whichever is higher. |
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