# Application to OPC (Sec 122)
## Provisions Not Applicable to OPC
The following sections DO NOT apply to a One Person Company:
- Sec 98 (Power of Tribunal to call meetings)
- Sec 100 to Sec 111 (covering EGM, notice, explanatory statement, quorum, chairman, proxies, voting, special resolution, postal ballot, etc.)
## Ordinary Business at AGM
The ordinary businesses required at an AGM (under Sec 102(2)(a)) must still be transacted in an OPC — but in the manner specified in Sub-section (3).
## How OPC Transacts Business
### Member Resolutions
For any business requiring an ordinary or special resolution:
1. The resolution must be communicated by the member to the company.
2. It must be entered in the minutes book.
3. Signed and dated by the member.
4. The date entered is deemed the date of the meeting for all purposes.
### Board Resolutions in One-Director OPC
If OPC has only one director:
- Board resolutions are entered in the minutes book.
- Signed and dated by the director.
- Date entered is deemed the date of Board meeting.
## Penalty for Non-Compliance
| Default | Penalty |
|---|---|
| Company and every officer / person in default | Fine up to ₹5,000 |
| Continuing contravention | Further fine of ₹500/day |
## Why This Exemption?
OPC has only one member (and may have only one director), so the entire architecture of meetings (notice, quorum, voting, proxies) is meaningless. The Act creates a deemed meeting mechanism through the minutes book.