ANNUAL FILLING OF ONE PERSON COMPANY

Introduction

These days One Person Company (OPC), having one Shareholder, is one of the most preferred form of doing business in India due to its special features. It provides complete legal structure and easy financing facility from financial Institutions. Further, it also involves the low cost of compliances as compare to a private limited company or public limited company.

Every One Person Company after completion of Financial Year has to start working on Annual Filing i.e. Annual Return, Financial statements & Director’s Report related to the relevant financial year. Financial statements are required to be filed within a period of 180 days from the end of financial year and Annual Return is required to be filed within a period of 60 days from the date of Annual General Meeting i.e. 27th September.

Provision Applicable on OPC Annual Compliance’s

1. Preparation of Financial Statements (Section 128 and 129): Every Company shall prepare and maintain Books of Accounts, other relevant Books and Papers and Financial Statement and keep the same at its registered office of the Company. Further, Financial Statement shall give true and fair view and shall be prepared as per the provision of the Accounting standard and as per Schedule III of the Companies Act, 2013.
2. The signing of Financial Statement, Audit Report and Board Report (Section 134):
   • The Financial Statement of One Person Company shall be signed by one Director before submission to the Auditor for their report thereon. The audit report shall be attached to every Financial Statement.
   • The Report of the Board of Directors to be attached to the Financial Statement under section 134 shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
   • Pursuant to the provision of Rule 8A of the Companies (Accounts) Amendment Rules, 2018, the Director Report of an OPC shall be prepared in the abridged form which shall provide the following disclosure:
     • The web address of the company, where the Annual Return has been placed;
     • Number of Meetings of the Boards;
     • Director’s Responsibility Statement;
     • Details of frauds s reported by auditors to Central Government as per section 143(12) of the CA, 2013;
     • Explanations or comments by Board on every observation made by the auditor in his report;
     • The state of the Company’s Affairs;
     • The Financial summary or Highlights;
     • The material changes in the nature of Business and its effect on the financial position of the Company;
     • The Details of Appointment/Resignation of Directors;
     • Details of material orders passed by Regulators/Courts/Tribunals which can impact the going concern status of the company and its operations in future;
     • The Board’s Report shall also include the particulars of the contractual arrangements entered with related parties as per section 188(1) of the CA, 2013 in the Form AOC-2.
   • Along with this, the following additional disclosure is also required to be made:
     • Maintenance of cost records in accordance with section 148(1) of the CA, 2013 in case the same is applicable on such Company.
     • A statement on the constitution of Internal Complaints Committee under the Sexual Harassment of the Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013.
     • The Report of the Board of Directors shall include a statement on compliances of applicable Secretarial Standards.
3. Signing of Board Report: The Board Report of OPC shall be signed by its chairperson of the Company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
4. Preparation of Annual Return: Every company shall prepare a Return (hereinafter referred to as the Annual Return) in the prescribed form containing the particulars as they stood on the close of the fiscal year regarding—
   •  its Registered Office, Principal Business Activities, particulars of its Holding, Subsidiary and Associate Companies;
   •  its Shares, Debentures and other securities and Shareholding Pattern;
   •  its Members and Debenture-Holders along with changes therein since the close of the previous financial year;
   •  its Promoters, Directors, Key Managerial Personnel along with changes therein since the close of the previous Financial Year;
   • Meetings of Members or a class thereof, Board and its various committees along with attendance details;
   • Remuneration of Directors and Key Managerial Personnel;
   • Penalty or Punishment imposed on the Company, its Directors or Officers and details of compounding of offences and appeals made against such penalty or punishment;
   • matters relating to certification of compliances, disclosures as may be prescribed;
   •  details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors; and
   •  such other matters as may be prescribed,
   • Provided that in relation to One Person Company and small company, the Annual Return shall be signed by the company secretary, or where there is no company secretary, by the Director of the company.
5. Additional Disclosure Pursuant to Secretarial Standard: The Annual Return of a Company shall disclose the date of Annual General Meeting held during the Financial Year.
6. Conduct of Annual General Meeting (Section 96): The provision for conducting Annual General Meeting under section 96 of the Companies Act, 2013 is not applicable on One Person Company. Being only a single holder, the holder is the sole owner, hence Annual General Meetings are exempted.
7. Filing of Form AOC-4 (Section 137): Every OPC is required to file their financial statement along with other attachments within 180 days from the closure of the financial year.
8. Filing of Form MGT-7 (Section 92): Every OPC shall file their Annual Return within 60 days after 180 days from the end of the closure of Financial Year.

Due Dates

Penalty

It is pertinent to note that delay in filling beyond the due date would attract fine on daily basis which would amount to Rs. 100/- per day.

Therefore, it is very important to file the documents before due as every day counts and else the Company would be required to pay penalty of Rs. 100/- per day.