OPC Compliance Checklist: Annual Filings and ROC Requirements

Every One Person Company (OPC) must file two key documents with the Registrar of Companies (ROC) each financial year: the annual financial statements (Form AOC-4) and the annual return (Form MGT-7). These filings are mandatory under Sections 137 and 92 of the Companies Act, 2013, respectively.

Form AOC-4 must be filed within 30 days from the date of the Annual General Meeting (AGM). For an OPC, the AGM must be held within six months from the close of the financial year (i.e., by September 30 for a March 31 year-end). Form MGT-7 must be filed within 60 days from the AGM date. Both forms are filed on the MCA21 portal.

Failure to file these returns on time attracts additional fees and penalties. Late filing of AOC-4 and MGT-7 incurs a fee of ₹100 per day per form. Additionally, the company and its directors may face prosecution under Section 441 of the Act. It is advisable to file well before the due date to avoid last-minute issues.

Yes, an OPC is required to hold at least one board meeting in each half of the calendar year, with a gap of at least 90 days between the two meetings. This is mandated under Section 173 of the Companies Act, 2013. However, an OPC is exempt from holding an Annual General Meeting (AGM) under Section 96, as the sole member is deemed to have waived the requirement.

The board meeting must be conducted physically or through video conferencing, and minutes must be recorded and signed. The sole director (who is also the member) can pass resolutions by circulation, but board meetings are still required for specific matters like approval of financial statements, appointment of auditors, and related party transactions.

While the AGM is not mandatory, the OPC must still file its annual returns and financial statements as if an AGM was held. The due dates for these filings are calculated from the date by which the AGM would have been held (i.e., September 30).

An OPC must get its annual financial statements audited by a qualified chartered accountant, unless it qualifies for the audit exemption under Section 44AB of the Income Tax Act, 1961. Under the Companies Act, an OPC is not exempt from audit solely because it is a one-person company. The auditor must be appointed at the first board meeting and reappointed every year.

The auditor's report must be filed along with Form AOC-4. The auditor must be a practicing chartered accountant or a firm of chartered accountants. The OPC must also ensure that the auditor is not disqualified under Section 141 of the Act.

If the OPC's turnover does not exceed ₹1 crore or its paid-up capital does not exceed ₹50 lakh, it may be eligible for a simplified audit under the Companies (Auditor's Report) Order, 2020 (CARO). However, this does not exempt the OPC from audit itself. Consult a professional to determine if your OPC qualifies for any audit relaxations.

The compliance calendar for an OPC revolves around the financial year ending March 31. The key deadlines are:

• Board Meeting: At least one meeting in the first half (by September 30) and one in the second half (by March 31) of the calendar year.
• Appointment of Auditor: Within 30 days of incorporation, and then reappointment at the first board meeting of each financial year.
• Filing of AOC-4: Within 30 days from the deemed AGM date (i.e., by October 30 for a March 31 year-end).
• Filing of MGT-7: Within 60 days from the deemed AGM date (i.e., by November 29 for a March 31 year-end).
• Income Tax Return: By October 31 (if audit is not required) or by November 30 (if audit is required) of the assessment year.

Missing these deadlines attracts late fees and penalties. For example, late filing of AOC-4 and MGT-7 costs ₹100 per day per form. Additionally, the company may be struck off from the register of companies for persistent non-compliance.

If an OPC fails to file its annual returns (AOC-4 and MGT-7) for two consecutive financial years, the ROC may initiate action to strike off the company's name from the register under Section 248 of the Companies Act, 2013. This can lead to the company being dissolved, and the director may be disqualified from being appointed as a director in any other company for five years.

Additionally, the company and its directors are liable for penalties under Section 441. The penalty can be up to ₹10,000 for the company and ₹1,000 per day for the director for continuing default. The director may also face prosecution for non-compliance.

To avoid these consequences, it is critical to file the annual returns on time. If you have missed a deadline, you can file a belated return with additional fees. However, if the company has been struck off, you may need to apply for restoration through the NCLT, which is a costly and time-consuming process.

If you are managing an OPC, start by checking your last filed annual returns and the due dates for the current year. Prepare your financial statements and board meeting minutes well in advance. For specific questions about your OPC's compliance status or if you have missed a deadline, consult a qualified company secretary or chartered accountant.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.