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Change of Nominee in case of One Person Company

Introduction In India, concept of one person company (OPC) is newly introduced by the Companies Act, 2013, and the rules made thereunder from time to time, through which even a single person can also form a company for any lawful purpose by subscribing his/ her name into the memorandum of association means by becoming shareholder of the one person company. The law maker for the purpose of making it sure that the company must be survive even after the death or permanent mentally, physically or legally disability of its sole owner has made it mandatory for registration and incorporation of one person company that sole owner has to specify name of another person viz. nominee of shareholder in MOA. But here the prima facie question which arise is that whether it is mandatory or can we change the nominee appointed at the time of incorporation of Company or not. The answer is yes, the nominee appointed can be changed from time to time even there are certain circumstances when the name of the nominee is required to be changed and the same is required to be intimated to the concerned authority i.e. ROC within the stipulated time period. Situations when changes of nominee can occur Nominee can himself/ herself withdraw his/ her consent; Change of Nominee by Sole Owner/Member of One person company; Death or permanent disability of sole owner/member; Death or permanent disability of the Nominee; Nominee become insolvent Few of above circumstance’s are elaborated below: Procedure to be followed in case nominee himself/ herself withdraw his/ her consent As per the Company Act, 2013 and the rules 4(3) and (4) of the Companies Incorporation rules, 2014, a nominee may withdraw his/ her consent to act as nominee of one person company any time by giving written notice to the subscriber/ Member at their address, and to the concerned OPC at its registered office address. Then in such a situation Member of the OPC shall be under an obligation to appoint or consider new nominee for one person company within 15 days of notice of withdrawal intimate the same to the One Person Company and take consent of new nominee in form INC-3. Thereafter the OPC shall within 30 days from the date of receipt of notice of withdrawal, file Form INC-4 (intimation of such withdrawal and new nomination) along with form INC-3 (the consent of new nominee). Procedure to be followed in case of change of Nominee by Sole Owner/Member of One person company   There are numerous of time when the subscriber to the OPC intends to change the nominee, then in that situation the subscriber is needs to follow the rules as laid down in the Companies Act, 2013 and the rules made thereunder from time to time, which says sole owner/ subscriber of the OPC can change the nominee any time for any reason whatsoever by giving in writing a notice to OPC.   ~ The subscriber thereafter would be required to appoint new nominee [...]

By |2019-10-14T12:48:56+00:00October 14th, 2019|Secretarial|0 Comments

Annual Filing of OPC

Every Company after completion of its financial year is required to collect its financial figures and present them in the form of Financial Statements. These financial reports determine the performance of the Company in terms of its performance during the year and details of assets and liability to be captured under these reports. Every Company is required to prepare their Financial Statements and report to their shareholders as well as the Department e.g. Income Tax or Registrar of Companies. Here, in this article, an attempt has been made to provide applicability and procedure for the preparation and adoption of Financial Statement by a One Person Company. Lets discuss the same in detail: Preparation of Financial Statement Every Company including a One Person Company is required to prepare a financial statement for the Financial year and report its performance to the Shareholder, the Registrar of Companies, Income Tax Department and any other authority as may be applicable. Pursuant to Section 2(40) of the Companies Act, 2013, the following documents shall form part of the financial statement: (i) a balance sheet as at the end of the financial year; (ii) a profit and loss account, or in the case of a company carrying on any activity, not for profit, an income and expenditure account for the financial year; (iii) a statement of changes in equity, if applicable; and (iv) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iii) Being the most confidential and performance measuring documents, the financial statement must be prepared with the utmost care and diligence. All necessary steps need to be taken to maintain the accuracy and authenticity of the information provided. Approval in the Board Meeting Since provision related to Section 173 related to Board Meeting and Section 174 related to Quorum for Meetings of Board is not applicable to a One Person Company having One Director. In that case, Financial Prepared and finalized needs to be signed by the single Director and shall be forwarded to the Auditors for their comments and Report. The Statutory Auditor shall perform the audit and send the signed copy of the same to the Company along with their comments in the form of Audit Report. Since the provision for conducting of General Meeting is not applicable to One Person Company (OPC), hence no Annual General Meeting is to be conducted. Further, the Financial Statement duly signed by the Single Director and Auditor shall be deemed to be approved and adopted by the Company. Directors report shall be approved, once the same is signed by the Director of the Company. 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 financial year regarding— - It's Registered Office, Principal Business Activities, particulars of its Holding, Subsidiary and Associate Companies; - It's Shares, Debentures, and other securities and Shareholding Pattern; - It's Members and Debenture-Holders along [...]

By |2019-09-16T07:39:59+00:00September 14th, 2019|Secretarial|0 Comments