Apply the rule only after verifying status
Section 173(5) of the Companies Act, 2013 deems a dormant company to have complied with section 173 if it conducts at least one Board meeting in each half of the calendar year and the gap between the two meetings is at least 90 days. This guide assumes dormant status throughout the year. A company with little activity is not automatically dormant; verify status and any transition before applying the calendar.
Read the applicable text: MCA: Companies Act, 2013, sections 173–175 and 455 ICSI: Revised SS-1 effective 1 April 2024.
Test halves and interval separately
Use January–June and July–December. In the simple two-meeting calendar, take the first meeting’s date, add 90 days and compare that date with 1 July. The later date is the first possible date for the second meeting on those assumptions. A meeting on each side of 30 June does not necessarily satisfy the minimum gap.
Count meetings actually held
Keep notice, attendance, quorum and minutes evidence consistent with the Act and revised SS-1, especially paragraph 2.1 on meeting frequency. An adjourned meeting must itself be held within the applicable period if it is the one relied on. If a meeting cannot proceed, use the facts and applicable rules to identify the date actually counted; a diary entry or cancelled meeting does not establish compliance. When the Board holds additional meetings, document which meetings support the half-year compliance and verify the applicable requirements on the actual calendar.
Keep exemptions and transitions separate
A one-director OPC is separately exempt from section 173(5) and section 174 under the proviso to subsection (5). Dormant status alone does not confer that exemption. If status changes during the year, review the actual status dates and whether general or other applicable meeting requirements apply. Keep a buffer for rescheduling and review both calendar halves independently of financial-year closing work.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Exact boundary
The first meeting is 1 April 2026 and the second is 30 June. The gap is 90 days, but both are in the first half. On 1 July the gap is 91 days and the second half condition is met.
Illustrative example 2: Two halves but too close
Meetings on 30 June and 1 July 2026 are in separate halves but one day apart. With 30 June as the first meeting, 28 September is the 90-day date.
Illustrative example 3: August option
The first meeting is on 1 June 2026. The 90-day date is 30 August. A second meeting on 29 August leaves an 89-day gap.
Illustrative example 4: July start
The first meeting is on 15 March 2026. Its 90-day date is 13 June, but the earliest qualifying second-half date is 1 July, 108 days later.
Illustrative example 5: Rescheduled meeting
A valid first meeting occurs on 20 June 2026. A proposed second meeting on 15 September is only 87 days later; 18 September reaches 90 days.
Illustrative example 6: Two meetings but missing the first half
Meetings on 1 August and 15 November 2026 are 106 days apart. Both are in the second half, so no meeting was held in the first half.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Verify dormant status and effective dates | Registrar evidence and company records |
| 2 | Identify the legal meeting regime | Section 173 and applicable SS-1 |
| 3 | Open a calendar-year register | January–June and July–December tabs |
| 4 | Identify the actual first-half meeting | Notice, attendance and minutes |
| 5 | Calculate the 90-day date | Calendar calculation |
| 6 | Choose a second-half date with a buffer | Approved meeting plan |
| 7 | Check quorum and conduct on the date | Attendance and quorum record |
| 8 | Recalculate after postponement | Revised calendar and evidence |
| 9 | Review status changes and special cases | Transition memorandum |
| 10 | Retain the final two-part compliance review | Meeting records and dated sign-off |
Sixteen practitioner FAQs
1. Does not trading make a company dormant automatically?
Verify legal status under the Companies Act and Registrar records.
2. Is the calendar financial year April–March?
Section 173(5) refers to halves of the calendar year.
3. Can both qualifying meetings be held before July?
No. Each half must be represented.
4. Is 90 days a maximum gap?
No. It is a minimum in this rule.
5. Does a gap of exactly 90 days qualify?
Yes, provided the two halves and other applicable requirements are met.
6. Can a meeting on 1 July qualify after one on 30 June?
The halves are right but the one-day interval is not.
7. Can a cancelled meeting be treated as held?
No. Verify the actual conduct and meeting record.
8. How should an adjourned meeting be reviewed?
Check the applicable quorum and adjournment rules and use the supported facts.
9. Is a resolution by circulation a meeting for this calculation?
Do not substitute circulation for evidence of a Board meeting conducted under the rule.
10. May a company hold additional meetings?
Plan against all applicable requirements and document the meetings relied on.
11. What if the status changed midyear?
Review the date and resulting requirements rather than applying the whole-year illustration mechanically.
12. Does this article cover every start-up exemption?
No. It addresses the statutory dormant company case.
13. What changes for an OPC with a single director?
Review the distinct proviso to section 173(5) and its reference to section 174.
14. Does a calendar invitation prove compliance?
Use records of actual conduct, attendance and minutes.
15. Can a valid January meeting be paired with a December meeting?
The half-year and minimum interval may be met, subject to applicable requirements and actual conduct.
16. What should be checked after rescheduling?
Recompute both calendar-half placement and the minimum interval using the actual meeting date.
Official sources
MCA: Companies Act, 2013, sections 173–175 and 455 ICSI: Revised SS-1 effective 1 April 2024