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.
Legal Commentary & Landmark Judgments: Section 122
Section 122 of the Companies Act, 2013 carves out an express statutory exemption for One Person Companies (OPCs) from general meeting mandates, replacing formal meeting formalities with a simplified minute-book entry mechanism.
When drafting corporate resolutions or commercial transactions for an OPC, do not issue notices of general meetings or convene phantom shareholder sessions. Execute a formal resolution document directly communicated to the company, record it in the Section 118 minute-book, and append the date of signature. For bank borrowings or property acquisitions, produce the certified copy of this signed minute entry as conclusive statutory proof of corporate authorization under Section 122.