Vishnu Polymers Ltd., (VPL) have been dealing with one A Pvt. Ltd., (APL), which is a one person company (OPC). Directors of VPL feel that the promoter of APL, Mr. G, is also a nominee of another company, GGL and that he

Forensic Audit of OPC OPC under the Companies Act, 2013: Section 2(62) of the Companies Act, 2013 defines "One Person Company" as a company which has only one person as member. OPC is a type of Private Company as per Section 2(68) and Section 3(1)(c) of the Companies Act, 2013. Rule 3 of the Companies (Incorporation) Rules 2014 say, only a natural person who is an Indian citizen and resident in India: shall be eligible to incorporate a One Person Company; shall be a nominee for the sole member of a One Person Company. Resident in India means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year. A person can incorporate only one "One Person Company", at any point of time and the said person shall not be a nominee of more than a One Person Company. The subscriber to the memorandum of a One Person Company shall nominate a person, after obtaining prior written consent of such person, who shall, in the event of the subscriber's death or his incapacity to contract, become the member of that One Person Company. The name of the person nominated shall be mentioned in the memorandum of One Person Company and such nomination in Form INC-32 (SPICE), Single Application for Incorporation of Company, along with consent of such nominee obtained in Form INC - 3 and fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at the time of incorporation of the company along with its memorandum and articles. Methodology adopted by Forensic Auditor From the above, it is clear that person who is a resident in India only can be nominee of OPC and that he can be nominee of only one OPC. Thus there are enough safeguards under the Companies Act, 2013 in this regard. The Forensic Auditor can verify the records available in the office of the ROC and see who Mr. G is. It is inconceivable that he is not a resident of India, at least at the time of formation of the OPC. These records can be submitted to the directors of VPL. If G has become a resident of Singapore, subsequent to the formation, he should have informed it to the ROC. The Forensic Auditor can track it from the VISA of G (available in the files of the ROC), whether he has left India subsequent to formation. A systematic tracking of the flight manifest in the airports and similar manifests in ship ports will help to prove the same. Further, the Forensic Auditor try to check with the individual's Bankers if the individual is having an Non Resident status. Bank records may dispel all doubts on the residency.