Summary: A One Person Company (OPC) is exempt from holding an Annual General Meeting (AGM) under Section 96(1) of the Companies Act, 2013, but must file its annual return in Form MGT-7A. Section 92(4) ordinarily calculates the filing deadline as 60 days from the AGM or the date on which the AGM should have been held, creating an interpretational difficulty for OPCs because they have no statutory AGM date. The author considers the date on which the sole member signs and adopts the financial statements as the appropriate deemed AGM date. Under the third proviso to Section 137(1), an OPC must file its adopted financial statements within 180 days from the financial year-end, ordinarily by 27 September for a 31 March closing date. Applying the author’s interpretation, MGT-7A should be filed within 60 days of adoption and no later than 26 November where adoption occurs on 27 September. An alternative interpretation uses 30 September as the notional AGM date and calculates 29 November as the deadline. The article examines both approaches, statutory exemptions, filing procedures, additional fees, penalties and practical compliance considerations. The deemed AGM approach is presented as the author’s interpretation rather than a judicially settled rule.
Applicable Legal Provisions
- Section 2(62): defines an OPC as a company with only one person as its member.
- Section 96(1): requires every company, other than an OPC, to hold an AGM each year.
- Section 92(1) and (4): require an annual return, to be filed within 60 days from the AGM.
- Rule 11, Companies (Management and Administration) Rules, 2014: an OPC files the abridged Form MGT-7A, signed by the Company Secretary or, if there is none, by a director. Certification in Form MGT-8 is not needed.
- Section 137(1), third proviso: an OPC must file its financial statements within 180 days of the year end.
- Section 122: makes the meeting chapter workable for an OPC; the sole member records his decisions in the minutes book.
- Sections 403, 92(5) and 446B: additional fee and penalty for delay.
Relevant Extracts (in Simple Words)
- Section 92(4): file the annual return within 60 days from the date of the AGM or, if no AGM is held, within 60 days from the date on which the AGM should have been held, with reasons.
- Section 137(1), third proviso: an OPC shall file the financial statements adopted by its member within 180 days from the closure of the financial year.
Legal Position
Section 92(4) has two limbs. The first applies when an AGM is held. The second applies when no AGM is held and counts the 60 days from the date on which the AGM “should have been held”. For other companies that date is simple, because Section 96 expects the AGM within six months of the year end, that is, by 30 September. An OPC is outside Section 96(1), so the Act does not fix any AGM date for it. This is the source of the confusion. The Act gives no direct answer, and the author has not found any court or tribunal ruling on this point. The position is therefore not judicially settled. Two readings are in use:
| Reading | Starting point for the 60 days | Date for a 31 March year end |
|---|---|---|
| Normal AGM date (followed in some commentaries) | The date on which an AGM would normally fall, that is, six months from the year end | 30 September + 60 days = 29 November |
| Deemed AGM date (the author’s view) | The date on which the sole member signs and adopts the financial statements, at the latest the 180th day | 27 September + 60 days = 26 November (outer limit) |
The author opines that the second reading is the better one. An AGM exists mainly to adopt the financial statements. For an OPC, Section 137 sets a firm 180-day window for adopting and filing them, and this window takes the place of an AGM calendar. The sole member records the adoption in the minutes book. So the date of signing and adoption is the closest thing to an AGM date that an OPC has. Since 27 September is the last day this can happen, 26 November is the outer limit. This date is also earlier than the first reading, so a company that follows it is safe under both readings.
Exemptions / Relaxations
An OPC enjoys four reliefs: no AGM under Section 96(1), the short Form MGT-7A, no MGT-8 certification, and a lower ceiling on penalty under Section 446B. None of them extends the 60-day period.
Practical Interpretation
- Sign the financial statements, have the sole member adopt them, and record the date in the minutes book.
- File AOC-4 on or before the 180th day. File MGT-7A within 60 days of the signing date, and never later than 26 November.
- Late filing brings additional fee under Section 403 and penalty under Section 92(5), which is ₹10,000 plus ₹100 a day, capped at ₹2,00,000 for the company and ₹50,000 for each officer in default. Section 446B reduces this to half for an OPC. Please verify these figures against the current Act before advising. Continued default for three years can also lead to director disqualification under Section 164(2)(a).
Example
The financial year of Alpha OPC ended on 31 March 2026. Its director signed the accounts on 10 September 2026 and the sole member adopted them on the same day. MGT-7A is then due by 9 November 2026. Had the accounts been signed on the last day, 27 September 2026, the due date would be 26 November 2026.
Conclusion
The author opines that, for an OPC, the date of signing and adoption of the financial statements within the 180-day limit is the deemed AGM date, and Form MGT-7A is due within 60 days from that date, at the latest on 26 November for a 31 March year end. The author further opines that this is the safest view, as it also satisfies the reading that counts from 30 September.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected].
