Applicability of Meetings Chapter to One Person Company (OPC)
# Applicability of Chapter VII to One Person Company (OPC)
A One Person Company has only one member, so the usual machinery of general meetings, quorum, voting, proxies, etc. is unnecessary. The Companies Act, 2013 therefore creates special rules for OPC.
## 1. Non-applicable Sections
Sections 98 and 100 to 111 of the Companies Act, 2013 do NOT apply to an OPC. These deal with:
Power of Tribunal to call meeting (Sec 98)
Calling of EGM (Sec 100)
Notice (Sec 101), Statement to be annexed (Sec 102)
Quorum (Sec 103), Chairman (Sec 104)
Proxies (Sec 105), Voting rights (Sec 106-108)
Demand for poll (Sec 109)
Postal ballot (Sec 110)
Circulation of members' resolutions (Sec 111)
## 2. Ordinary Business at AGM
The ordinary businesses required at an AGM under Section 102(2)(a) shall, in case of an OPC, be transacted as specified in Section 122(3).
## 3. How Resolutions are Passed in an OPC
### (a) Member's Resolution
For any business requiring an ordinary or special resolution at a meeting:
The resolution shall be communicated by the member to the company,
Entered in the minutes book,
Signed and dated by the member.
The date of signing is deemed to be the date of the meeting for all purposes under the Act.
### (b) Board Resolution in One-Director OPC
Where the OPC has only one director, any business required to be transacted at a Board meeting:
Shall be entered in the minutes book,
Signed and dated by the director,
The date of signing is deemed to be the date of the Board meeting.
## 4. Penalty for Non-Compliance
Default
Penalty
Company and every officer/person in default
Fine up to ₹5,000
Continuing contravention
Further fine of ₹500 per day
## Key Takeaway
In an OPC, the act of the sole member signing and dating the minutes legally substitutes the entire general meeting process. No notice, no quorum, no chairman, no proxy — just one signature.
Worked example
### Example 1
Example 1: Mr. Rajat is the sole member and sole director of XYZ (OPC) Pvt. Ltd. He wishes to approve the financial statements for FY 2024-25. He need not convene any meeting. He simply writes the resolution in the minutes book of the company, signs and dates it on 15-Sep-2025. For all purposes under the Act, 15-Sep-2025 is deemed to be the date of the AGM.
### Example 2
Example 2: ABC (OPC) Ltd. has Mr. A as the sole member and Mr. A and Mr. B as directors. The Board wants to approve a contract. Since there is more than one director, ordinary Section 173 Board meeting procedures apply — the one-director shortcut is NOT available. Compare this with the case where Mr. A is the only director — there, he can simply sign and date the resolution in the minutes book.
⚠️ Common exam mistakes
Stating that Sections 96 (AGM) and 97 (Tribunal calling AGM) also don't apply to OPC — only Sec 98 and 100-111 are excluded.
Forgetting that the one-director shortcut for Board resolutions applies ONLY when the OPC has a single director, not multiple directors.
Treating the date of communication as the date of meeting — the correct date is the date the minute is signed and dated.
Quoting the penalty as ₹10,000 — the correct one-time fine is ₹5,000 with ₹500/day continuing.
Bare-Act text Section 122 · Companies Act, 2013 · click to expand
Section 122 (extracts): (1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company. (2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall be transacted, in case of One Person Company, as specified in sub-section (3). (3) For the purposes of section 114, any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution shall be sufficient if, in 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 this Act. (4) Where there is only one director on the Board of Directors of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors shall be sufficient if the resolution by such director is entered in the minutes-book required to be maintained under section 118 and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes under this Act.