Section 122: Applicability of this Chapter to One Person Company
This section explains how certain company law provisions apply differently to a One Person Company.
The section, clause by clause
What the section says
In plain terms
(1)The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.
A One Person Company is exempt from certain provisions, including sections 98 and 100 to 111, which apply to other companies.
(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).
For a One Person Company, ordinary business that would normally be transacted at an annual general meeting is instead transacted 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.
A One Person Company can pass resolutions by having the single member communicate them to the company, signing and dating them, and entering them in the minutes-book, with that date being considered the meeting date.
(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.
If a One Person Company has only one director, that director can pass resolutions by entering them in the minutes-book, signing and dating them, with that date being considered the meeting date of the Board of Directors.
(4)CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. The words and figures “within the time as specified, under section 403” omitted by Act 1 of 2018, s. 31 (w.e.f. 7-5-2018).
- 2. Subs. by Act 22 of 2019, s. 19, for sub-section (3) (w.e.f. 2-11-2018).
- 3. Subs. by Act 1 of 2018, s. 32, for “both; or” (w.e.f. 9-2-2018).
This section refers to
s. 98 Power of Tribunal to call meetings of members, etcs. 100 Calling of extraordinary general meetings. 101 Notice of meetings. 102 Statement to be annexed to notices. 103 Quorum for meetingss. 104 Chairman of meetingss. 105 Proxiess. 106 Restriction on voting rightss. 107 Voting by show of handss. 108 Voting through electronic meanss. 109 Demand for polls. 110 Postal ballots. 111 Circulation of members’ resolutions. 114 Ordinary and special resolutionss. 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.