Compliances For One Person Company (OPC) under the Companies Act, 2013


Compliances-For-One-Person-Company-OPC-under-the-Companies Act-2013

Compliances For One Person Company (OPC) under the Companies Act, 2013 
Sl.
No.
Title
Section & Rules
Particulars of Compliances
1.
Disclosures by a Director of his Interest
184(1) & Rule 9(1)
of Companies (Meetings of Board and its Powers) Rules, 2014
Form MBP-1
Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in other entities which shall include the shareholding.
2.
Disqualifi- cation of Directors
164(2) & 143(3)
(g) & Rule 14(1) of Companies (Appointment of Directors) Rules,
2014
Form DIR-8
Every director shall inform the company concerned about his disqualification under sub-section (2) of section 164, if any, before he is appointed or re- appointed.
3.
Meaning of AGM for the OPC means “Resolution passed for the Ordinary Business entered into the Minute Book. In case of OPC, there is no need to hold AGM because there is only one Member.
4.
Annual Return
92(4) & (1) &
Rule 11(1) of Companies (Management and    Administration) Rules, 2014
E-form MGT-7
OPC shall file its Annual Return within 60 days of entry of
ordinary resolution in Minute Book.
In Case of OPC, there is no need to hold AGM. Annual Return of every One Person Company shall be signed   by the company secretary, or where there is no company secretary, by the director of the company.
5.
Financial Statement
137 & proviso
3 to Rule 12(1) of Companies (Accounts) Rules, 2014
E-form AOC-4
One Person Company shall 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 180 days from the closure of the financial year.
6.
Directors’ Report
134(4)
Directors’ Report shall be signed by only one director, for submission to the auditor for his report thereon. In case of OPC, the report of the Board of Directors to be attached to the financial statement under section 134 means a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
7.
Board Meetings
173 (5) & SS-1
Every One Person Company shall hold at least one (1) meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings shall not be less than 90 days. However, provisions of section 173 (5) and section 174 relating to quorum shall not apply to One Person Company in which there is only one (1) director on its Board of Directors.
8.
Notice of Board Meeting
173 (3) & SS-1
A meeting of the Board shall be called by giving not less than 7 days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means. However, meeting of the Board may be called at shorter notice to transact urgent business.
9.
Appointment of Auditor
139(1) & Rule
4(2) of the Companies (Audit and Auditors) Rules, 2014
E-form ADT-1

Auditor shall be appointed for 5 years. The company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen (15) days of the meeting in which the auditor is appointed in e-Form ADT-1.
Notes:
l  In an OPC in which there is only one Director, Secretarial Standard- 1 will not apply.
l  OPC is not required to hold AGM so Secretarial Standard- 2 is not applicable to OPC.
l  Section 98 and Section 100 to Section 111 are not applicable on One Person Company.
l  No need of preparation of Cash Flow Statement, in case of OPC.


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