Exemption from AGM Requirement

• A one-person company is exempt from holding an Annual General Meeting (AGM).
  
• This exemption is granted under Section 96 of the Companies Act, 2013, specifically for OPCs.
  
• The rationale is that since there is only one member, a formal meeting of shareholders is unnecessary.
  
• There is no requirement to issue notices or conduct a physical or virtual meeting annually.
  
• This simplifies compliance and reduces administrative burden on the sole member.
  

Annual Filing Still Mandatory

• Although AGMs are not required, annual filing of financial statements and annual returns remains compulsory.
  
• Financial statements must be filed in Form AOC-4, and the annual return in Form MGT-7A.
  
• These forms serve the regulatory purpose of disclosing the company’s financial and structural status.
  
• The absence of an AGM does not exempt the OPC from statutory filings with the Registrar of Companies (RoC).
  
• The filing must be completed within the prescribed time limits to avoid penalties.
  

Record of Resolutions and Approvals

• In place of AGM resolutions, the sole member must record decisions in writing.
  
• Important approvals, such as the adoption of financial statements or the appointment of auditors, are documented through written resolutions.
  
• These written records are treated as equivalent to resolutions passed at an AGM.
  
• Such resolutions must be signed and maintained in the company’s records.
  
• They provide evidence of shareholder approval for audit, regulatory, and legal purposes.
  

No Quorum or Voting Formalities

• Since there is only one member, the quorum and voting requirements applicable to AGMs of other companies do not apply.
  
• There is no need to maintain minutes of shareholder meetings for AGMs, as no such meeting occurs.
  
• Board meetings may still be held if the OPC has more than one director, though this is separate from AGMs.
  
• The decision-making process is streamlined and centralized under a single member.
  

Practical Benefits of Exemption

• The exemption from AGMs provides ease of doing business for solo entrepreneurs.
  
• It eliminates the need for preparing an agenda, notices, and meeting logistics.
  
• This makes OPCs suitable for small-scale, single-owner enterprises with simple governance needs.
  
• It also reduces compliance costs and professional service requirements.
  
• Despite the exemption, proper documentation and timely filings ensure the OPC remains in good legal standing.