Annual General Meeting In OPC (One Person Company) Under Companies Act, 2013

Annual General Meeting in a private limited company is familiar to us, but what should be the course of action in the case of a one-person Company (OPC) As per the Companies Act, 2013 is explained herein, we have also tried to summarize the interpretation related to the filing of Roc returns in the case of OPC.

General Meeting in case of One Person Company

One Person Company is a Company that has only one member. It is a type of Private Company but it has only one member. Since the OPC has only one member, it is not practical to hold any general meeting of members. Therefore Section 122 is provided under the Companies Act, 2013 which provides various provisions relating to the General meeting in the case of OPC. Let’s look into Section 122 and some other provisions of the Companies Act, 2013.

1. Section 122 says that the provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.

It means that provisions relating to holding of AGM and EGM by the company, Provisions relating to sending of notice to the member, provisions relating to Proxy, provisions relating to votes by show of hand, provisions relating to votes by electronic means, provisions relating to quorum and other Provisions relating to general meetings as mentioned under  section 98 and sections 100 to 111 shall not apply to One Person Company.

Therefore, OPC need not physically hold any General meeting on its own.

2. Passing of Ordinary and Special Resolution in case of OPC

Any business which is required to be transacted at an annual general meeting or another general meeting of a company through an ordinary or special resolution shall be sufficient if, in the case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under Companies Act.

It means that it is sufficient for the OPC to enter in the minutes-book the decision of the member with sign and date by the member and such date shall be deemed to be the date of the meeting for all the purposes under the Companies Act.

Filing of financial Statement in case of OPC

As per Section 137 of the Companies Act, 2013, a One Person Company is required to file a copy of the financial statements duly adopted by its member, along with all the documents which are required to be attached to such financial statements, within one hundred eighty days from the closure of the financial year.

It means that an OPC is required to file its financial statements with the registrar within 180 days from the closure of the financial year.

Filing of Annual return in case of OPC

As per Section 92 of the Companies Act, 2013, every company is required to file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held.

Now, if we read provisions of section 122 and section 92 altogether then we will get meaning out of it.

As per section 122

“It is sufficient for the OPC to enter in the minutes-book the decision of the member with sign and date by the member and such date shall be deemed to be the date of the meeting for all the purposes under Companies Act.”

As per section 92

“Every company is required to file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held.”

Now you can understand that as per Section 122 “the date on which decision of member is entered in the minute book and sign by the member, shall be deemed to be the date of the meeting for all the purposes under Companies Act.”

If we interpret this provision then “all purposes under Companies Act includes Section 92 also” Hence, OPC shall file its annual return within Sixty days from the date on which it entered the decision of the member in the minute book and signed by the member. 

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The article is written by Team Anupama Tripathi & Associates and solely for education and comment, for more, you can connect us at # 8800839633 or #[email protected]

Author Bio

Qualification: CS
Company: Anupama Tripathi & Associates
Location: New Delhi, Delhi, India
Member Since: 07 Apr 2021 | Total Posts: 19
Anupama Tripathi, the co-founder of Alliance Professional, she is a Company Secretary in Practice and pursuing Law from University of Delhi and did her graduation from Jesus & Mary Collage, University of Delhi. She has an experience of more than 5+ years. She did her internships from PSU liste View Full Profile

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