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SEBISEBI events and governance

Reg 17(2) board meeting cadence

At least four board meetings a financial year, with no more than 120 days between two consecutive meetings.

How this is timed

At least 4 a financial year, maximum 120-day gap

Regulator
SEBI
Category
SEBI events and governance
Form
Not specified
Last verified
2026-09-01
Read statutory basis

Four meetings a financial year at minimum, and no more than 120 days between two consecutive meetings. Both limits bind at once, so four meetings clustered into eight months still breaches the gap. The rule counts the financial year rather than a rolling twelve months, and the words financial and consecutive were inserted with effect from 13 December 2024.

What changed

The numbers did not change but the counting did. Until 13 December 2024 the rule spoke of a twelve-month period, which left the year boundary and the meaning of consecutive open to argument. The amendment inserted financial and consecutive, so the minimum now counts per financial year and the gap runs between two consecutive meetings.

Deadlines counted from an event

These have no calendar date. The clock starts when the event happens.

At least 4 a financial year, maximum 120-day gap

The board of directors must meet at least four times a financial year, with a maximum gap of 120 days between any two consecutive meetings. The words financial and consecutive were inserted with effect from 13 December 2024, which fixed what had been an ambiguous twelve-month window.

The rule

Stated as the law states it, so you can work out any period yourself.

At least 4 a financial year, maximum 120-day gap

The board of directors must meet at least four times a financial year, with a maximum gap of 120 days between any two consecutive meetings. The words financial and consecutive were inserted with effect from 13 December 2024, which fixed what had been an ambiguous twelve-month window.

Who must comply

  • Every entity with specified securities listed on a recognised stock exchange
  • Reg 17(2A) quorum: one third of the board or three directors, whichever is higher, including at least one independent director, for the top 2000 listed entities

Carve-outs

  • Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.

Statutory basis

Read the provision here where we hold it, or on the regulator's site.

Before you file

  • Draw up the meeting calendar for the financial year before the year starts.
  • Check that no two consecutive meeting dates are more than 120 days apart.
  • Check the Reg 17(2A) quorum for each meeting if the entity is in the top 2000.
  • Give the exchanges the Reg 29 prior intimation for each meeting that considers a listed proposal.

How to file

  1. 1Hold at least four board meetings in the financial year.
  2. 2Keep the gap between two consecutive meetings at 120 days or less.
  3. 3Confirm the quorum includes at least one independent director where Reg 17(2A) applies.
  4. 4Report the meeting count and dates in the quarterly governance filing.

No separate filing. Reported through the quarterly governance report to the exchanges

If you miss it

No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.

  • The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
  • SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record

Recent changes affecting this

From the regulator's own circulars and notifications.

sebi07 Apr 2026Circular

Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance

The Securities and Exchange Board of India (SEBI) has granted a one-time relaxation from penal provisions regarding Minimum Public Shareholding (MPS) requirements. This relief applies to listed entities whose compliance deadline falls between April 1, 2026, and September 30, 2026. Stock exchanges and depositories are directed to refrain from taking penal actions, such as levying fines or freezing promoter shareholding, for non-compliance during this period. Furthermore, any penal actions already initiated against such entities for non-compliance occurring between April 1, 2026, and the date of this circular must be withdrawn. This measure is in response to market volatility caused by geopolitical tensions in the Middle East.

Common questions

Is the 120-day gap counted over a financial year or twelve months?

The four-meeting minimum is per financial year. The 120-day limit applies between any two consecutive meetings, so it can span a year end. Both words, financial and consecutive, were added on 13 December 2024.

Is four meetings enough on its own?

No. Four meetings that leave a gap of more than 120 days still breach Reg 17(2). The two limits work together.

Last verified 2026-09-01. Confirm against the official source before you rely on it.