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    Is there any exemption to OPC pertaining to transaction of Ordinary & Special Resolutions at General Meetings?

    Posted By : SARIKA / Published on : 04-Jul-2022 09:59 AM / View : 85 / Comment : 4

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    As per Sec 122(3) of the Companies Act, 2013 any business which
    is required to be transacted at AGM or other general meetings of OPC
    by means of an ordinary or special resolution, it shall be sufficient if,
    in case of OPC, the resolution is communicated by the member to the
    company and entered in the minutes book and signed and dated by the
    member and such date shall be deemed to be the date of the meeting
    for all the purposes of the Companies Act, 2013.

    Please confirm
    Read more on : resolutions general meetings special ordinary exemption pertaining transaction there

    • Hi Sarika

      There is an exemption for OPC in holding AGM and passing of resolutions therein under 122(3).

      Below is the entire provision 

      122. Applicability of this Chapter to One Person Company.

      (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.

      06-07-2022 / 05:16:56 AM
      Reply
    • Dear Mr. Arun,

       

      Thnaks for your Reply and for detailed exemption provision for OPC.

      But my question is how to Pass a Resolution when AGM or EGM not conducted in OPC ?

      Apart from quoted Section if other section talk about the applicabilty of Special Resolution and Ordinary Resolution , then in that case how to proceed it ?

       

      06-07-2022 / 10:44:59 AM
      Reply
    • Hello Ma'am,

       

      Regarding ongoing query, I would like to add my part of saying:

      As quoted it is given in section 122(3) that any resolution which is required to be passed at AGM/EGM shall in case of OPC deemed to be passed,

      if the resolution has been communicated by member to the company and duly recorded in the minutes book of the company

      these resolutions are to be signed and dated by member and date of signing  shall be deemed to be date of the meeting in which resolution got passed.

      all these compliances will be sufficient to carry out ordinary or special business, and resolution deemed passed

       

      Hope it suffices! 

      Thank you

      07-07-2022 / 05:41:46 AM
      Reply
    • Many thanks neetu chauhan

      12-07-2022 / 05:18:01 AM
      Reply
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