Introduction: When it comes to incorporating a company in India, entrepreneurs have various options, including Private Companies, (with minimum 2 members) Public Companies,(with minimum 7 members) or One Person Company (OPCs) (with maximum 1 member). While Private and Public Companies have specific requirements for Annual General Meetings (AGMs), the situation differs for OPCs due to their unique structure. This article delves into the nuances of AGMs for OPCs under the Companies Act, 2013, addressing common queries and highlighting key considerations.
The companies registered in India are required to hold certain meetings to fulfil the requirement laid down in The Companies Act, 2013, one of such meeting is Annual General Meeting or AGM. Meetings are generally referred to as discussion between two or more person on a specific topic. To properly conduct meeting there must be at-least two people so as to discuss something, a person alone can’t conduct meeting unless he is Mr. Bean……….. The AGM is gathering of all the members of company on a particular date. Most of us might also be aware of provisions relating to AGM of companies.
A very important thought which clicks mind is, do OPC’s also need to hold AGM? OPC have only one member and it is not possible to conduct meeting alone! With whom would he discuss anything! So the OPC’s are not required to hold any AGM.
But, every company is required to appoint statutory auditor at the first AGM of the company. How would an OPC appoint auditor without holding the AGM? So are OPC exempt from appointing auditor for the company? Just because OPC does not conduct its AGM it won’t be granted exemption from appointment of auditor.
For any purpose, the deemed date of AGM or Board meeting in OPC shall be the date when the matter has been entered into the minutes book. So let us assume an OPC is incorporated on 01st December, 2022 and will now need to hold its 1st deemed AGM in the year 2023 as per law. The date of AGM shall be the same date when the matter approved by member is entered in minutes book.
By considering this the auditors shall also be appointed by considering the deemed date of AGM.
The OPC’s shall also file its financial statements in form AOC-4 within 180 days from the end of financial year, i.e. before 27th September every year. Generally though not mandatory but the financial statements are approved by the member(s) of the company before filling the same. So it is advisable to hold AGM or to enter the resolution into minutes book before 27th September every year.
Conclusion: One Person Companies (OPCs) in India, despite having only one member, are not exempt from certain statutory requirements such as appointing auditors and filing financial statements. While OPCs are not required to hold AGMs like other types of companies, the deemed date of AGM or Board meeting is crucial for fulfilling these obligations. Understanding the intricacies of AGM requirements for OPCs ensures compliance with the law and facilitates smooth business operations.
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