(1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company2(62) One Person Company means a company which has only one person as a member.
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company2(20) Company means a company incorporated under this Act or under any previous company law, 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 provided 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 resolution2(63) Ordinary or special resolution means an ordinary resolution, or as the case may be, special resolution referred to in section 114, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member2(55) Member in relation to a company, means—
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository 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) Notwithstanding anything in this Act, where there is only one director on the Board of Directors2(10) Board of Directors, in relation to a company, means the collective body of the directors of the company of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director2(34) Director means a director appointed to the Board of a company 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.
2.1.7-Companies (Incorporation) Rules,2014
7. Conversion of private company into One Person Company.-
(1) A private company other than a company registered under section 8 of the Act having paid up share capital of fifty lakhs rupees or less or and average annual turnover during the relevant period having paid up share capital of fifty lakhs rupees or less and average annual turnover, during the relevant period
Omitted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here.
Substituted by Companies (Incorporation) Amendment Rules, 2015. To view the notification,Click Here is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.
(2) Before passing such resolution, the company shall obtain No objection in writing from members and creditors. (3) The one person company shall file copy of the special resolution with the Registrar of Companies within thirty days from the date of passing such resolution in Form No. MGT.14.To view the return,Click Here
(4)Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here. The company shall file an application in e-Form No. INC-6The form INC-6 has been revised vide MCA Notification dated 19.01.2023. To view the notification, Click here. To view the revised Return, Click here. for its conversion into One Person Company alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely :-
(i) altered e-MOA and e-AOA;
(ii) copy of NOC of every creditors with the application for conversion;
(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.
The company shall file an application in Form No.INC.6To view the return,Click Here for its conversion into One Person Company along with fees as provided in in the Companies (Registration offices and fees) Rules, 2014,Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. by attaching the following documents, namely:-
(i) The directors of the company shall give a declaration by way of affidavit duly sworn in confirming that all members and creditors of the company have given their consent for conversion, the paid up share capital company is fifty lakhs rupees or less or average annual turnover is less than two crores rupees, as the case may beOmitted vide notification dated 01.02.2021 w.e.f. 01.04.2021, Companies (Incorporation) Second Amendment Rules, 2021. To view the notification, Click Here.;
(ii) the list of members and list of creditors;
(iii) the latest Audited Balance Sheet and the Profit and Loss Account; and (iv) the copy of No Objection letter of secured creditors.
(5)On being satisfied that the requirements stated herein have been complied with, the Registrar after examining the latest audited financial statement shall approve the form and issue certificate.Substituted vide MCA Notification dated 19.01.2023 regarding the Companies (Incorporation) Amendment Rules, 2023. To view the Notification, Click here. On being satisfied and complied with requirements stated herein the Registrar shall issue the Certificate.
If a One Person Company or any officer of such company contravenes any of the provisions of these rules, the One Person Company or any officer of the such Company shall be punishable with fine which may extend to five thousand rupees and with a further fine which may extend to five hundred rupees for every day after the first offence during which such contravention continues