Axar is in plant research and he has invented a process for extracting bio-fuel from certain plants, now he is proposing to commercialize his invention by promoting a One Person Company (OPC). But he proposes his name an

CS Executive · Setting up of Business Entities and Closure · PYQS · December 2019
Axar is in plant research and he has invented a process for extracting bio-fuel from certain plants, now he is proposing to commercialize his invention by promoting a One Person Company (OPC). But he proposes his name and his wife name as directors of the Company. As a Company Secretary clarify Axar on number of shareholders and directors OPC can have. Also brief him the provisions on Board, Annual General Meeting, signing of Financial statements, Board's Report and Annual Return.

Answer & Explanation:

According to Section 2(62) of the Companies Act, 2013, 'One Person Company' means a company which has only one person as a member. A natural person who is an Indian citizen and resident in India shall be eligible to incorporate a One Person Company (OPC). As per section 149(1) of the Companies Act, 2013, One Person Company may have more than one director on its Board. But an OPC should have only one member. Hence, Axar may incorporate an OPC and he and his wife may be the directors of the company. As per section 173(5) of the Companies Act, 2013, it is required to hold at least one meeting of the Board of Directors in each half of a calendar year and the gap between the two meetings should not be less than ninety days. For an OPC having only one director, the provisions of section 173 (Meetings of the Board) and section 174 (Quorum for meeting of Board) of the Companies Act, 2013 will not apply. As per section 96(1) of the Companies Act, 2013, OPC need not hold annual general meeting. As per section 92(1) of the Companies Act, 2013, the annual return shall be signed by the Company Secretary, or where there is no Company Secretary, by the director of company. As per section 134(1) of the Companies Act, 2013, financial statement and Board's Report can be signed only by one director.

Topics: Company Law

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