Applicability of this Chapter to One Person Company
Notified Date of Section: 01/04/2014
122. (1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall be transacted, in case of One Person Company, as provided in sub-section (3).
(3) For the purposes of section 114, any business which is required to be transacted at an annual general meeting or other general meeting of a company by means of an ordinary or special resolution, it shall be sufficient if, in case of One Person Company, the resolution is communicated by the member to the company and entered in the minutes-book required to be maintained under section 118 and signed and dated by the member and such date shall be deemed to be the date of the meeting for all the purposes under this Act.
(4) Notwithstanding anything in this Act, where there is only one director on the Board of Director of a One Person Company, any business which is required to be transacted at the meeting of the Board of Directors of a company, it shall be sufficient if, in case of such One Person Company, the resolution by such director is entered in the minutes book required to be maintained under section 118 and signed and dated by such director and such date shall be deemed to be the date of the meeting of the Board of Directors for all the purposes under this Act.
Exceptions/ Modifications/ Adaptations
1. In case of Section 8 company – the section shall not apply as a whole except that minutes may be recorded within thirty days of the conclusion of every meeting in case of companies where the articles of association provide for confirmation of minutes by circulation – Notification dated 5th june, 2015.
2. In case of Specified IFSC Public Company – In Sub-section (1) of section 118, the following proviso shall be inserted, namely:-
“Provided that in case of a Specified IFSC public company, the minutes of every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in the manner as may be prescribed under sub section (1) at or before the next Board or committee meeting, as the case may be and kept in books kept for that purpose.”.– Notification Date 4th January, 2017.
3. In case of Specified IFSC Public Company– Sub-section (10) of section 118 Shall not apply. – Notification Date 4th January, 2017.
4. In case of Specified IFSC Private Company – In Sub-section (1) of section 118, the following proviso shall be inserted, namely:-
“Provided that in case of a Specified IFSC private company, the minutes of every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in the manner as may be prescribed under sub section (1) at or before the next Board or committee meeting, as the case may be and kept in books kept for that purpose.”.– Notification Date 4th January, 2017.
5. In case of Specified IFSC Private Company– Sub-section (10) of section 118 Shall not apply. – Notification Date 4th January, 2017.
