One person Company means a company which is wholly managed and controlled by a single person. The management of OPC comprises of only one person which consists of 100% of shares in that company. All the important decisions related to OPC are taken by the director itself. Section 2(62) of Companies Act 2013, defines OPC as a company which has only one person as a member. In India, OPC can be registered only as a Private Limited Company. Thus all the legal provisions which are applicable on Private Limited Company are also applicable on OPC. A Private Limited Company needs to comply with some statutory compliances under Companies Act, 2013, similarly there are some provisions for Annual Compliance for OPC which needs to be complied every year. Hence ROC Filing for One person Company (OPC) is mandatory. In this article we discussing about Annual compliance check list for OPC.
OPC is under obligation to undergo with some yearly annual compliances, failure of which may attract some penalties as per the Companies Act, 2013. Annual compliance for OPC can be divided in 3 Parts.
As per the provisions of Sec 173 of the Companies Act, 2013 atleast one meeting of Board of Director shall be conducted in every 6 months, and the gap between two meeting is not less than 90 days. Thus an OPC should conduct minimum of two board meetings every year. Section 173 and 174 (Quorum of Meeting of BoD) will not apply to an OPC in which there is only one director on its Board.
Penalty: Company shall be levied with a penalty of Rs 25,000/- and Officer in default shall be levied with a penalty of Rs 5,000/-
Under Section 139 of Company Act 2013 Auditor Appointment is compulsory for One Person Company. OPS Shall get its books of accounts audited by Chartered Accountant firm. Auditor shall verify books of account and issue Statutory audit report. Provision relating to rotation of auditor is not applicable to OPC.
In each financial year, every director of OPC in its first meeting of the Board of directors need disclose his interest in other entities in form MBP-1 pursuit to sec 184 of the Companies Act, 2013. Under OPC ROC Annual filing disclosure need to be submitted.
Penalty: The Director in default shall be punishable with imprisonment which may extend up to 1 year
OPC will file its ROC Annual Return within 60 days of entry of ordinary resolution in Minute Book. Annual Return will be for the period 1st April to 31st March in form MGT-7.
Penalty:The penalty is Rs 100/- per day.
Unlike Private Limited Company, OPC is required to get its books of accounts audited by Chartered Accountant firm. OPC shall maintain its books of account at its registered office. Under OPC Statutory Audit , CA Firm shall issue audit report certification.Form AOC 4 is used by OPC to file their annual financial statements to ROC. Attachment to AOC 4 as below.
Penalty: A penalty of Rs 100 per day on delay in filing Form AOC.
Apart from that, the penalty of Rs. 1000 per day of default is charged from the company which can go maximum up to Rs. 10,00,000.
Every person who holds DIN/DPIN as on 31st March of the financial year, he has to submit Form DIR-3-KYC or DIR-3 KYC-WEB for the said financial year on or before 30th September of the immediate next financial year.
eForm DIR-3 KYC is to be filed by an individual who holds DIN and is filing his KYC details for the first time or by the DIN holder who has already filed his KYC once in eform DIR-3 KYC but wants to update his details.
Web service DIR-3-KYC-WEB is to be used by the DIN holder who has submitted DIR-3 KYC eform in the previous financial year and no update is required in his details.
Penalty: Rs, 5000/-
As per Section 139(1) of Income Tax Act 1961 Any private, public, domestic or foreign country located and/or doing business in India is liable for Income Tax Return (ITR) Filing. Every OPC registered in India required to file annual income tax return. Income tax filing is mandatory even if OPC having No Transactions. For FY 2021-22 income tax return filing due date for OPC is 30 September 2022
Penalty: For OPC Income Tax Non filing late filing fees upto Rs. 10000/- shall be applicable.
An OPC id required to comply the annual filling within the due dates as follows to avoid heavy penalties i. e Rs 100 per day
|Sr no||Type of Form||Due date|
|1||Form AOC-4||30th September of the following financial year. i.e for the financial year 2021-2022 the due date of filing is 29th September 2022|
|2||Form MGT-7||30th September of the following financial year. i.e for the financial year 2021-2022 the due date of filing is 30th September 2022|
OPC is under obligation to submit annual reports. OPC Annual compliance may includes Auditor appointment , statutory auditing , annual ROC filing , DIN KYC of director and Income Tax filing. Apart from this TDS Filing , GST Filing , PF Filing etc. compliances may be applicable to OCP on certain conditions. Furthermore, it is important for One Person Company to maintain the OPC compliance with Companies Act as well as the Income Tax Act, and other regulations if applicable.