ROC Compliances by One Person Company (OPC)

Are post incorporation compliances different for a One Person company as compared to a Private Limited Company?

Yes. An OPC is a far simpler concept than that of a private limited company. The most important feature being that it has only one shareholder. Even if the OPC wants, it cannot have more than 1 shareholder. Thus, the compliances related to general meetings of the shareholder will not be applicable in totality as they are applicable to a private limited company.

Also, an OPC may have its Board to have only 1 director. But it has the option to appoint more than 1 director. Thus, most of the provisions relating to the Boards and its operations, powers, duties, responsibilities are almost the same as applicable to a private limited company.   

Meaning of ROC Compliance

Let us understand its 2 components- ROC and Compliance

ROC

ROC is an abbreviation for Registrar of Companies. Who is this person? What does this person control? Who does this person report to? What is his relationship vis a vis a Company?

Compliance

The Companies Act, 2013 (the Act) defines ‘Registrar’ to mean and include the Registrar, the Additional Registrars, the Joint Registrars, the Deputy Registrars and the Assistant Registrars, who are given the duty of processing the applications and registering companies and discharging all the duties/ functions delegated to them under the Act.

The word Compliance as per the Merriam webster dictionary means: to follow a custom, rule or law

Takeaway

The phrase ROC Compliance means to follow the law related to Companies Act, 2013 and to be done through the offices of the Registrar. 

Manual

The Ministry of Corporate affairs has released a manual titled: Unified Manual of MCA wherein amongst other items, its deals with objectives of MCA, organisational structure, its vision and mission statements, the job description of each functionary etc.

For eg. the work allocation of the Registrar of Companies is stated as follows:

Compliances under various sections of Companies Act, 2013 after formation of a One Person Company

Under this article, we will be dealing with those compliances that are to be complied by a One Person Company. These are mandatory compliances. These compliances are either by filing of forms with the MCA portal or to be given effect to in certain ways.

We will also write an article on procedural compliances to be undertaken, i.e. on the happening of certain events or decisions taken by the OPC.

Compliances To Undertaken Through Filing Of Forms

Under section 3

Change in the nominee of the One Person Company (OPC) - If the change is due to the nominee withdrawing his/ her consent or due to the death of the nominee, e-form INC-4 has to be filed.

Under section 10A

File E-Form 10A for commencement of business and to raise funds through loans etc. with a declaration from the directors of the OPC that:

1. the first subscriber of the OPC has bought in the money, relating to the shares agreed to be taken up by him/her, in the Memorandum of Association of the OPC.
2. verification of the registered office of the OPC. 

To know more about filing for approval of commencement of business post incorporation year, click here

Under section 12-

File details of registered office

If at the time of incorporation, the SPICe forms were not filed with Registered office address but with a communication address, then this OPC will have to file Form INC-22 within 30 days of the date of incorporation with the ROC.

Under Section 92

Annual Return - File the annual return in E-Form MGT 7A as on 31-March, within 60 days from the date of Annual General Meeting. Now, an OPC is not required to hold an AGM. Thus, it should file the MGT 7A within 60 days from the date on which the AGM should have been held, i.e. within 60 days from 30-September. Thus, 28-November will be the last date to file MGT-7A

To know more about annual compliances of a company post incorporation year, click here

A certificate in Form MGT-8, from a CS in practice, has to be attached to the Form 7A, if the OPC has a paid-up share capital of Rs 10 Crore or more or Turnover of Rs.50 Crore or more. If the OPC has a website, it has to upload a copy of this annual return on its website and the web link to this annual return has to be stated in the annual report/ Board report. Remember, this copy that is uploaded will be in the draft stage, as the complete e-form with all DSCs will be filed only after the AGM has been deemed to held, but the web link has to be given in the Board report, which is circulated before the AGM. 

Under section 137

The OPC will file the financial statements within 180 days from the close of its financial year as an OPC is not required to hold an AGM. This date works out to be 27-September in any financial year.

Under section 139

File E-Form ADT-1 with the ROC, within 15 days from the date of appointing Statutory auditor along with a copy of the letter intimating the Auditor of such appointment. This is the responsibility of the OPC. To know more, book your 15 minutes free call with an Expert. Click here. 

Under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014

File DIR-3-KYC in either E-form (if any changes in director information) or through the web form (if no changes). A OPC should make sure that all the Directors have done their KYC within 30-September every year. To know more, book your 15 minutes free call with an Expert. Click here. 

To get your Director’s DIR-3-KYC done, purchase the service online by clicking here

Compliances To Undertaken Other Than Filing Of E-Forms

Maintenance of Registers, Minute Books, Books of Accounts

Every OPC has to maintain mandatorily, many registers, minute books and the books of accounts. A comprehensive list of all registers required to be maintained is covered in our blog titled: Statutory registers under the Companies Act, 2013.

Under section 12-

1. Write the name and address of the OPC outside the registered office premises and every other office, branch office, premises, factory etc. in a manner more fully described in our blog : The WWH Of A Company’s Nameplate – Where, What And How
2. all official communication including any official documents to have pertinent information more fully described in our blog: Company letterhead - Content is as Important as Design

3. Get the OPC seal made. To know more if an OPC should have a common seal or not, more fully described in our blog: Should a Company opt for a Common Seal?

Under section 15-

Altered MOA/ AOA- If the OPC has made any changes in the Memorandum and / or Articles of Association, then the OPC should not give/ circulate any copy of the MoA and/ or AoA without first incorporating the changes therein.

Under section 56-

Subscription Share certificates-

Deliver the share certificates for subscription shares within 2 months from the date of incorporation to the first subscribers of the Memorandum of Association. This means that the printing, issue and delivering either physically/ through post/ through courier, of the share certificates, should all be completed within 2 months from the date of incorporation of the OPC. For example, if a OPC is incorporated on 01/01/2023, then by 27/02/2023, the share certificates should be delivered.

Transferred Share Certificates-

Deliver the share certificates if the transfer has been approved within 1 (one) month from the date of receipt of the share transfer form (SH-4), with endorsement and signing completed.

Share certificates on Transmission-

Deliver the share certificates, if the transmission has been duly taken on record, within 1 (one) month from the date of receipt of the request of transmission of shares, with endorsement and signing completed.

Under Section 96

Hold Annual General Meeting  - An OPC is not required to hold an AGM.

Under section 118

Board Minutes

If the OPC has more than one director on its Board, then Minutes of the Board meeting of have to be written, circulated and entered in the minute books within 30 days of the conclusion of each such meeting, in the manner  as stated in the section read with rules and Secretarial Standard 1.  To know more, book your 15 minutes free call with an Expert. Click here

If the OPC has only one director, then a physical meeting of the Board is not called. Resolution(s) as required are adopted and the same are entered in the Minute Books. The date of the signing of this Minute by the Director is deemed to be the date of the Board Meeting. Thus, the date of the Board meeting and signing of the Minutes should be the same. To know more, book your 15 minutes free call with an Expert. Click here

General Meeting Minutes

The resolution as required under any of the sections of the Companies Act,2013 requiring approval of the shareholder, the sole member of the OPC intimates the Company of the resolution that has been approved by the sole member. The company enters the resolution in the Minute book. The sole member then signs and dates this minute. The date of signing of this minute is deemed to be the date of the General Meeting. Notice, explanatory statement, quorum, chairman of meeting, proxy, voting by show of hands, poll, postal ballot etc are not applicable to an OPC. To know more, book your 15 minutes free call with an Expert. Click here

Under section 128

Maintain books of accounts of the OPC including all offices and branch offices. These books include all associated documents, papers, books (like ledgers etc). 

Prepare financial statements for each financial year which gives a ‘true and fair view’ of the OPC’s affairs.

This is to be maintained at the registered office of the OPC. It may also be maintained in another place after filing certain forms. To know more, book your 15 minutes free call with an Expert. Click here. 

Under  section 129

Present at the AGM, the signed financial statements as prepared u/s 128 for the financial year. This should be accompanied by the relevant Notes, Statutory Auditor’s Report, Secretarial Auditor’s report (if any) and the Board Report. To know more about the signing of the financial statement and Board report, click here

This is the responsibility of the Board of the OPC and not of the OPC. To know more, book your 15 minutes free call with an Expert. Click here. 

Further, consolidated financial statements have to be prepared if the OPC has subsidiary(ies), associate company(ies) and /or joint venture(s) 

Under section 134

Prepare BOARD REPORT properly with all the explanations, remarks, disclosures, statements, and information that is required to be given. An OPC can prepare the abridged Board Report. To know how to prepare an abridged board report and the contents thereof, book your 15 minutes free call with an Expert. Click here. 

Signing of financial statements and Board Report has to be done properly and by the requisite number of Directors/ Chairman/ MD/CEO/ CFO/ CS. It should be signed only after the Board has approved the financial statement. To know more, book your 15 minutes free call with an Expert. Click here. 

Remember that the signing of both the Board Report and the financial statements, have to be done properly as these details are filled in the EForm AOC-4 that will be filed. The attachments too should be signed copies that reflect the same names as filled in the AOC-4. If there is a mis-match, they result in queries being issued by the ROC’s office and may lead to inquiry and investigation into the affairs of the OPC.

Under section 139

Appoint First auditors within 30 days from date of incorporation of the OPC. No form (ADT-1) is required to be filed for such appointment. Appoint Statutory auditor for a term of 5 years at the first AGM of the OPC and intimate the Auditor of such appointment. This is the responsibility of the OPC. To know more, book your 15 minutes free call with an Expert. Click here. 

Under section 184

Disclosure of Interest from a director in Form MBP-1

First Board Meeting of the OPC- Every OPC should take on record the disclosure of interest as given by the first director(s) in the SPICe form at the time of incorporation

Subsequent years-

A OPC should make sure that every director submits his/her disclosure of interest in all companies/ body corporates/ sole proprietorship at the beginning of the financial year and it is recorded at the first board meeting of that financial year.

To know more and understand the complete format and dating of this disclosure, book your 15 minutes free call with an Expert. Click here.