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FREQUENCY OF MEETINGS

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 SectionType of MeetingTimeline for Holding MeetingExemptions/Relaxation if anyQuorum
Section 173, SS-1First Board MeetingWithin 30 days from the date of incorporationIFSC Public Companies, IFSC Private Companies, OPC having 1 DirectorOne-third of the total strength of the Board, or two Directors, whichever is higher.
Section 173Subsequent Board MeetingMinimum 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 DirectorOne-third of the total strength of the Board, or two Directors, whichever is higher.
Section 173Subsequent Board MeetingMinimum 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 96First AGMWithin 9 months from the closure of first financial yearOne Person CompanyMinimum 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 96Subsequent AGM30th Sep (Within 6 months from the closure of the financial year). Further, the gap between 2 AGMs should not exceed 15 months.One Person CompanyMinimum 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 AgreementMeeting of Independent DirectorIndependent 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 LODRAudit Committee MeetingMinimum 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 LODRNomination and Remuneration Committee MeetingAt 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 LODRStakeholders Relationship Committee MeetingAt 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 LODRRisk Management CommitteeAt 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 135CSR Committee MeetingAs 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-1First Board MeetingWithin 30 days from the date of incorporationIFSC Public Companies, IFSC Private Companies, OPC having 1 DirectorOne-third of the total strength of the Board, or two Directors, whichever is higher.
Section 173Subsequent Board MeetingMinimum 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 DirectorOne-third of the total strength of the Board, or two Directors, whichever is higher.
Section 173Subsequent Board MeetingMinimum 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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CS Shweta Sharma

CS Shweta Sharma having experience of three years under CS firm and also having degree of B. Com and M. Com. Having expert knowledge of ROC related work and other company related compliances with MCA.


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