Companies Act Section 122 — Applicability of this Chapter to One Person Company
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) states that the provisions of section 98 and sections 100 to 111 (both inclusive) do not apply to a One Person Company.
Sub-section (2) states that the ordinary businesses 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 the case of a One Person Company as provided in sub-section (3).
Sub-section (3) states that 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 the case of a 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. Such date shall be deemed to be the date of the meeting for all purposes under this Act.
Sub-section (4) states that notwithstanding anything in this Act, where there is only one director on the Board of Directors 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 the 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. Such date shall be deemed to be the date of the meeting of the Board of Directors for all purposes under this Act.
Official Text
(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.