1

ONE PERSON

COMPANY

BY-LAW ON

SOLE PROPRIETORSHIP

FIRM

by

Submitted by: Vikram Seth

LL.M 3rd Semester

Enrollment No. 01216507012

Mentor: Asst. Prof. Anuj K. Vaksha

Guru Gobind Singh Inderprastha University,

Dwarka, Delhi

TABLE OF CONTENT

CERTIFICATE…………………………………………………………………...………3

DECLARATION…………………………………………………………………………4

CHAPTERISATION

CHAPTER 1: INTRODUCTION ……………………………………….5 to 10

CHAPTER 2: GENIUS OF NEW COMPANY LAW : ONE PERSON COMPANY ……………………………………………….11 to 19

CHAPTER 3: OPC IS A BYLAW OVER SOLE PROPRIETORSHIP..20 to 30

CHAPTER 4: FIELD STUDY ON OPC: IMPERICAL RESEARCH…31 to 52

CHAPTER 5: CONCLUSION AND SUGGESTION…………………53 to 55

BIBILOGRAPHY ……………………………………………………………………..56

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CERTIFICATE

It is to certify that Mr. Vikram Seth, student of 3 rd

semester enrolled with Enrollment No. 01216507012

of University School of Law and Legal Studies

(GGSIP University Delhi.) has worked under my

guidance and supervision in the preparation of his

Project Report entitled, ‘One Person Company’, A

Bylaw on Sole Proprietorship Firm, which is a partial

requirement for the completion of 3rd semester,

Master of Laws. The Report is worthy of

consideration.

Asst. Prof. Anuj K. Vaksha

3

DECLARATION

I do hereby affirm that the work presented in this

Project Report is exclusively my own and there are

no collaborators. It does not contain any work for

which a degree has been awarded by any other

university. I further state that no part of my Project

Report has already been or is being concurrently

submitted for any such degree, diploma or other

qualification.

Vikram Seth

LL.M 3rd Semester

4

CHAPTER 1

INTRODUCTION .

I. PREFACE.

“A British judge, Walton J, Said :-

“a company is…...only a juristic figment of the imagination, lacking both a body to be kicked

and a soul to be damned."

A corporation may accurately be called a company; however, a company should not

necessarily be called a corporation, which has distinct characteristics. According to Black's

Law Dictionary, in America a company means "a corporation — or, less commonly, an

association, partnership or union — that carries on industrial enterprise”. In India

companies was regulated by Company Act, 1956 and now be replaced by Companies Act ,

2013. In an attempt to provide boost to the economic growth, Indian Government has

proposed amendments in the Companies Act, 1956 to incorporate the latest trends of the

corporate world and to incorporate the changes which can provide boost to the corporate

sector in the economic growth of the country. A draft bill seeking amendments in the

Companies Act, 1956 was introduced and the same was passed by the both the house of

the Parliament i.e. Lok Sabha and Rajya Sabha and several changes were accepted and an

Companies Act, 2013 is enacted in replace of Company Act, 1956.

The Concept of One Person Company has been introduced in Companies Act, 2013 to

provide bylaw to the proprietorship concern. The effect and impact of this provision would

be seen in the future and benefits or damages out of it speak about the result. The Industry

has been demanding that the Government introduce the concept of One Person Company ,

which will have a limited liability. This research paper will emphasize on the underlying

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Philosophy of One Person Company by providing bylaw to the sole proprietorship firms. The

concept provides an opportunity to an entrepreneur to enter the corporate world without

adding any of his family members for namesake. “OPC will give greater flexibility to an

individual or a professional to manage his business efficiently and at the same time enjoy

the benefits of a company,” Company law experts see a rise in registrations of one-person

companies once the Bill is enacted into law.

This research paper is a mild attempt to highlight the FUTURE OF INDIAN COMPANY LAW

WITH ONE PERSON COMPANY CONCEPT, AND ITS IMPACT ON THE SOLE PROPRIETORSHIP

HOLDER. Where OPC will open the avenues for more favourable banking facilities,

particularly loans, to such proprietors. Besides, the concept will boost flow of foreign funds

in India as the requirement of nominee shareholder would be done away with. Specially

where small entrepreneurs who are running their businesses under the proprietorship

model could convert to OPCs, with the benefit of limited liability and none of the

cumbersome compliance requirements.

SOME OF THE FEATURES ARE :-

The best thing about the OPC concept is that it will help in promoting

entrepreneurship across the country.

The important feature for a start-up that registers as an OPC is that it de-risks the

business by transferring the promoter’s liability to the company. So, the key

difference between OPC and sole proprietorship is the way liabilities are treated.

For one, the OPC would have very little paper work — the Articles of Association

would be simple and short, and if the same person doubling as director, there would

be no need for board or shareholders’ meetings.

Some OPC regimes in other jurisdictions have a mandatory requirement of two

directors, and therefore board meetings are necessary, though not physically as the

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Bill will recognise the validity of such meetings being held by video or

teleconferencing.

Quorum requirements, proxies, maintaining of various registers of members, filing of

multiple e-forms fade away, leaving the single operator free from the fetters of

corporate governance, except that he has to maintain his books of accounts, prepare

and file annual audited balance sheet and profit and loss accounts, without the

Board’s report.

The memorandum of a One Person Company shall indicate the name of the person

who shall, in the event of the subscriber’s death, disability or otherwise, become the

member of the company.

The memorandum of a company shall state the last letters and word “OPC Limited”

in the case of a One Person limited company.

The One Person Companies are also not required to hold any Annual General

Meeting under the new Companies Act,2013. This facility is not extended towards

any other type of companies.

II. STATEMENT OF PROBLEM OF STUDY .

The One Person Company a bylaw to the proprietorship firm, a basically a new concept in

Indian companies law, which provide an legal umbrella to the sole proprietorship firm

operated by one person only. The statement of problem is the impact and effect of the one

person company concept , a way to form a single person company is introduced in

COMPANIES ACT,2013 in various prospectus such as :-.

Whether the new concept of company law provide an umbrella to one person

companies running its business as sole proprietor firms?

What are the benefits and impact of One Person company concept in future ?

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What will be the thought of sole proprietor related this concept ?

Whether its mandatory for sole proprietor to get his firm incorporated as an One

Person Company?

Whether the sole proprietor are really interested in incorporation of its company?

III. HYPOTHESIS

The key hypotheses are :-

To find the answer from sole proprietorship firm owners , that whether sole

proprietors are really know about this concept and if so whether he want to want to

incorporate its firm or not.

To prove that the impact of new concept of One Person Company is beneficial for

sole proprietors.

To prove /disprove that the concept of one person company is an umbrella to sole

proprietorship firm.

To assess the impact of new concept of “One Person Company” in Companies Act,

2013 in future business transaction.

IV. AIM & OBJECT OF STUDY

The prima facie aim of this project report is to study the One Person Company , a bylaw

to sole proprietorship firm and its impact over sole proprietorship in detail. Along

with this the study would have the following objects:

To understand the usefulness of concept “One Person Company” in corporate

world.

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To highlight the advantages and disadvantages of One Person Company.

To know the need and urgency to One Person Company concept and its bylaw over

sole proprietorship firm.

To aware the sole proprietors about the new concept of One Person Company

through field survey.

To find out the thought of the business men involve in sole proprietorship related to

the incorporation of their firm.

To know about easy procedure formalities in Companies Act,2013 related to one

person company.

To assess the confidence of the member shareholder about their investment in one

person company.

V. RESEARCH METHODOLOGY

This study will use Doctrinal Research and Imperial Research – Research which provides for

a systematic exposition of the rules governing a particular legal category, analyses the

relationship between rules, explains area of difficulty and perhaps predicts future

development.

Imperial research would be done on sole proprietorship owners, business entrepreneur

engage in sole proprietorship firm and from the professional’s including Chartered

Accountant, Lawyers, Professors and from ordinary laymen’s also.

In this study, primary and secondary research will be both incorporated. This will provide

adequate opportunity to the readers to visualize and analyze the issue along with its

different aspects.

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VI. PLAN OF STUDY : PROPOSED CHAPTERISATION :-

1) Introduction.

2) Genius of new company law : One person Company.

3) Bylaw over Sole Proprietorship.

4) Creditability of sole Proprietorship after Incorporation.

5) Field study on One Person Company.

6) Conclusion & Suggestion.

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CHAPTER 2.

GENIUS OF NEW COMPANY LAW : ONE PERSON COMPANY .

I . DEFINATION OF COMPANY

The word "corporation" is generally synonymous with large publicly owned companies

in United States. In United Kingdom, "company" is more frequently used as the legal term

for any business incorporated under the Companies Act . A corporation, in this British sense,

can be a corporation sole which consists of a single office occupied by one person e.g. the

monarch or certain bishops in England and Wales. Here, the office is recognized as separate

from the individual who holds it. Other corporations are within the category of "corporation

aggregate" which includes corporate bodies created directly by legislation such as the Local

Government Act 1972; Universities and certain professional bodies created by Royal Charter;

corporations such as industrial and provident societies created by registration under other

general pieces of legislation and registered companies which are the subject matter of this

article.

“ According to Black's Law Dictionary, in America a company means "a corporation — or,

less commonly, an association, partnership or union — that carries on industrial enterprise."

II. CORPORATE REGULATION IN INDIA

In India companies is regulated by Company Act, 1956. In an attempt to

provide boost to the economic growth, Indian Government has proposed amendments in the Companies Act, 1956 to incorporate the latest trends of the corporate

world and to incorporate the changes which can provide boost to the corporate sector in the

economic growth of the country. A draft bill seeking amendments in the Companies

Act, 1956 was introduced and the same was passed by the one house of the Parliament i.e.

LokSabha and several changes were accepted. The salient features of the amendment bill are

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introduction of new concepts and laws which are in conformity of the recent trend in the

corporate world, the deletion of the obsolete laws and compliances which have become

unproductive and redundant from the point of view of legal utility. It is however seen that

several requirements related to the e-commerce and e-trade have not been incorporated or

proposed which are also crucial and essential for the corporate sector.The Genus of New

Companies Bill, 2012 defines ‘One Person Company’ as one which is formed for any lawful

purpose by only one person as member. Currently, at least two persons are required to float a

private company in India.Industry has been demanding that the Government introduce the

concept of OPC, which will have a limited liability. The concept provides an opportunity to

an entrepreneur to enter the corporate world without adding any of his family members for

namesake. “OPC will give greater flexibility to an individual or a professional to manage his

business efficiently and at the same time enjoy the benefits of a company,” Company law

experts see a rise in registrations of one-person companies once the Bill is enacted into law.

III. Companies Act, 2013.

Recently the Ministry of Corporate Affairs has mooted the idea of allowing One Perse.-.

Companies in India in line with UK, China and several other countries. It is a right

thinking in right direction by the MCA. Pending the enactment of Companies Bill MCA

would do write immediately introduce an amendment to the Companies Act, 1956 and

allow formation of,? One Person Companies (OPCs).

OPC structure would be similar to that of a proprietorship concern without the ills

generally faced by the proprietors. One most important feature of OPC is that tie risks

mitigated art! limited to the extent of the value of shares held by such person in the

company. This would • enable entrepreneurial minded persons to take the risks of

doing business without the| botheration of litigations and liabilities getting attached to

the personal assets.

Under the Companies Act, 1956, currently two persons are required to form a private!

limited company. This forces the entrepreneur to find yet another likeminded person

with I whom he will be able to do business. He is also required to share the business

information’s such another person without the guarantee of business secrecy an^

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commitment. Such another situation quite often de-motivates the entrepreneurial

minded persons from venturing into a business.

In OPC the business head is the decision maker, he is not dependent on others for

suggestion or implementation of suggestions etc., resulting in quicker and easier

decision making. He is the sole person who runs the business and hence, the question of

consensus or majority opinion etc., does not arise.

One Person Companies are in existence in UK for several years now. China allowed

formation of OPCs as recent as in 2005. A few other countries have also given the legal

status for OPC:

History : In India, The J J Irani Committee in its report had suggested the new

structure. Only now it is taken up for consideration. It is only hoped that unlike the well

discussed "Companies Bill" which is waiting to see its "Day" the OPC will be introduced

through an amendment ; the existing Companies Act, 1956 which is only the surest and

fastest way to introduce OPO in India. The Companies Bill, 2012, was first introduced in

the Lok Sabha in October, 2008 and after several modifications was passed by the Lok

Sabha csi December 18, 2012. Though the bill clearly attempts to bridge a lot of gaps in

the Act, this article attempts to analyse the concept of one person company which has

been introduced by the said Bill.

IV. BACKGROUND OF ONE PERSON COMPANY (OPC)

On 2nd December 2004, the  Government constituted and Expert Committee on Company

Law under the Chairmanship of Dr.J.J.Irani to make recommendations on various Company

Law issues.

One Person Company (OPC) Concept has been first recommended by the Expert Committee

(Dr.J.J.Irani) in 2005. 

Expert Committee examined that how the global changes given a chance to an individual to

participate into economic activity. And how can such economic activity may take place

13

through the creation of an economic person by the Company Law. Expert committee also

suggested the characteristics of the One Person Company (OPC).

COMPAINES BILL, 2012

On December 18, 2012, after 7 years of discussions, drafting and delays, 2 referrals to the

parliamentary standing committee and 5 different ministers shepherding it - the Companies

Bill finally kept its date with the LokSabha. But it ran out of time in RajyaSabha and is now

expected to come up for voting in the upper house in the Budget session. The Companies Bill

is one step short of becoming law. Time then for companies, their directors and auditors and

investors to start preparing for the regime change! It’s impossible to cover in detail all 29

chapters, 470 clauses and 7 schedules. The passage of Companies Bill in the Parliament will

pave way for a new concept of “One Person Company". Under the Companies Act, 1956, it

required at least two people to form a company. The new concept will provide an opportunity

to Indian Entrepreneur to enter into the corporate world even without adding any family

member in the company just for the namesake, which is the common practice.

In countries like USA, and many countries of Europe, Singapore etc. the entrepreneur have

options to decide the constitution of company as per their need and the option of ‘One Person

Company’ is available to them. The concept of OPC is prevalent in many countries and

notably in China.

The typical characteristics of OPCs are ;

1. Desire for personal freedom that allows the professional skilled person

adopt the business of his choice.

2. Personality driven passion and implementation of business plan

3. The desire of the entrepreneur person to take extra risk and willingness

to take additional responsibility of a business plan

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4. It is run by individual yet OPC create a separate legal entity to that of any

registered corporate. The desire of entrepreneur person to take extra risk

and willingness to take additional responsibility

5. Personal commitment to the business which is a sole idea of the person

and close to b.

6. It is run by individual yet OPCs are a separate legal entity' similar to that

of any corporate.

II. Some of the benefits identified with OFCs are : .

1) OPCs would provide the start-up entrepreneurs and professionals the much flexibility in

setting up a business in India without losing the professional control of the business idea for

the professional.

2) OPCs provide the much required freedom to the professionals who would like to come out

of the shackles of big corporate and be independent OPC provides an outlet for the

entrepreneurial impulses among the professionals.

3) The advantages of limited liability The most significant reason for shareholders to

incorporate the 'single- person company ’ is certainly the desire for the limited liability.

4) OPCs are not proprietorship concerns, hence, they give a dual entity to the company as well

as the individual, guarding the individual against any pitfalls of liabilities. This is the

fundamental difference between OPC and sole proprietorship.

5) Unlike a private limited or public limited company (listed or unlisted), OPCs need not bother

too much about compliances.

6) Business currently run under the proprietorship model could get converted into OPCs

without any difficulty OPCs require minimal capital to begin with. Being a recognized

corporate, could well raise capital from others like venture capital financial institute etc.,

thus graduating to a private limited or public limited company under the Companies Act,

1956.

The concept of OPC is more suitable to Professionals specifically from the Service Sector

like our Company Secretaries in Practice. They can corporatize their profession by

converting the individual practices into OPC without bargaining with other co-

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professionals. OPC model of corporatization would be a much better alternative to the

currently discussed another hot subject i.e., limited Liability Partnership (I LP). While

each individual professional could incorporate an OPC, h; could well be a shareholder in

another private limited company or be a partner in another LLP. Several OPC could

come together to form an LLP thus reach out to a larger sec lion of clients without

sacrificing their individual clients.

OPC, if introduced would solve one more issue. When multinational companies

incorporate a company in India, as every one knows, one of its Indian officials is given

one share, that too, as a nominee of the MNC for the simple purpose of fulfilling the kgal

requirement of having two shareholders. In other words, , he company is owned 100%

by the MNC only which is in no way different than the OPC itself. OPC would legalize it.

IV. FALLOUTS

Given our legal system and capabilities to find loopholes in any best written statute,

care must be taken to ensure that the concept OPC is not misused by unscrupulous

people with an intent to defraud creditors and other business doers. Government

should take more care while drafting the amendment allowing setting up of OPC. A few

important things to be considered are :-

1) OPCs should be formed only by individuals and not by any corporate.

2) Statutory compliances, however minimal it may be should be clearly set out.

3) OPCs should know clearly that personal transaction are not to be mixed up with that of OPC.

4) OPCs should have an exigency plan for its case of death of the single owner. This is \

5) OPC should be prohibited from providing to the public for participation in its capital.

6) Similarly, OPCs should not be allowed to is; debt instruments like debentures, bonds etc.

7) OPCs should be prohibited from carrying on insurance ,banking and such other business

where d on behalf of third parties are required to be managed.

V. OPPORTUNITIES for SECRETARIES IN PRACTICE

OPCs throw open a very new arena of profession to Company Secretaries in Practice A

few of the:

1) OPCs should be incorporated only upon an. a Practicing Company Secretary who will

provide a report on the compliance of requirements by the individual aiming at.foi

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2) A concurrent or periodical audit by the Practicing Secretary is compulsory to ensure that all

statutory compliances are being made including maintenance of proper books, registers

related records.

3) It could be made compulsory for an OPC Company Secretary in Practice where the the

business is above say Rs.5 00 lakhs.

4) Since OPCs would also get their registration done only through the Registrar of Companies,

it should be made mandatory that the basic registration papers only through a Company

Secretary in Practice.

5) A Practicing Company Secretary may be allowed to represent an OPC in all its issues relating

under the Companies Act, 1956. Income Ta any-such other statutes that may be applicable

to the OPC.

CONCLUSION

Tru- concept of OPC is a need of the hour and it is for MCA to immediately move an

amendment to t Ac t, 1956 and make OPC possible in India. At the s essential to look into

the possible grey areas in or gullible investors, traders and such others who a do

business with an OPC. Given an opportunity, ai individual could very well utilize this

conct flourishing business with the tag ot unlimited corporate stature which otherwise

he may not be ab the present circumstances,

VI. ADVANTAGES AND DISADVANTAGES

Advantages of a one person company

The Bill under section 2(40) states that the financial statement of a one person

company, small company or dormant company may not include a cash flow statement.

This means all other companies need to have a cash flow statement as a part of their

financial statements.

Clause 96(1) of the Bill exempts the one person company from holding an annual

general meeting.

A one person company shall file a copy of the financial statements duly adopted by its

member, along with all the documents which are required to be attached to such

financial statements, within one hundred and eighty days from the closure of the

financial year under clause 137 of the Bill.

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94 Company Cases (Journal) [Vol. 178

Clause 122(1) provides that the provisions of clause 98 and clauses 100- 111 (both

inclusive) i.e., procedural matters and voting at general meeting, shall not apply to a one

person company.

Clause 173(5) states that in a one person company with more than one director, it is

sufficient if at least one board meeting is conducted in each half of the calendar year and

the gap between two meetings is not less than 90 days. It further states that the

provisions related to minimum board meeting conducted during the year and minimum

quorum required for a board meeting shall not apply to a one person company having

one director.

Under clause 134, every company is required to place financial statements along with

the director's report and auditor's report before *he members in a general meeting. The

director's report must include explanation and information required under clause

134(3). However, in the case of a one person company, the director's report shall

include only explanation on qualification, reservation, disclaimers or adverse remarks

of the auditors if any. All other information as required under the said clause need not

be given

The Bill provides that any business which is required to be transacted at a annual

general meeting or other general meeting of the company by means of a ordinary or

special resolution it shall be sufficient if the said resolution is communicated by the sole

member to the company and entered in the minutes book and signed and dated by the

member.

Disadvantages of a one person company

Investors would prefer a private limited company, since it is the only structure where it

is possible to issue shares to third parties and also have a board for supervision.

In a company one can give employee stock options to the employees but this is not

possible in a one person company.

The sole member of the one person company can control the company himself and lie

under the shadow of the limited liability privilege and transfer the loss to the creditors.

18

It is not clear as to whether the banks will treat it as a company or a compromise for

such a company.

There is no clarity on the winding up procedure of a one person company, i.e., is it as

arduous as that of a normal company.

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CHAPTER 3.

OPC IS A BYLAW OVER SOLE PROPRIETORSHIP .

I. Creditability over Sole Proprietorship firms. ONE PERSON COMPANY : THE NEW ENTRANT SN THE SNSKAN CORPORATE WORLD

T. C. A. Ramanujam and T. C. A. Sangeetha1

The Indian Companies Act closely followed the UK Companies Act, 1948, which was

itself founded on the report of the Cohen Committee. The UK Act of 1948 was amended

several times and was remodeled as the Companies Act, 1985. The Indian Companies

Act, 1956, had undergone several changes in the past 50 years. There are several

common features between the Indian and English law. Decisions of the English Courts

can influence the Indian Courts only up to a point. Our Supreme Court pointed out that

we will ha^e to adjust and adapt, limit or extend, the principles* derived from English

cases, entitled as they are to great respect, suiting the conditions of our society and the

country in general. Attempts had been made in the par: to codify and bring out a new

company law in the plar ci the Companies Act of 1956. In fact an expert Committee was

constituted for this purpose and it also submitted a report along with a working draft of

a Bill in 1996. The matter was not pursued by the Government at thai point of time. It

has taken several long years for the new law to be brought into vogue.

The new Companies Bill as enacted by Parliament has got the assent of the President of

India on August 2.9, 2013. It will take effect from a notified date. Tire Act oi956 is a

mammoth legislation containing 658 sections. The new law contains only 457 sections.

The Draft Rules will be made available before the law comes into force. There are

several novel provisions introduced in the new company law like One Person Company,

corporate social responsibility and mergers and acquisitions. Each one of these

provisions require detailed analysis. Hitherto we had known a joint stock company as

an association of individuals for purposes of profit, possessing a common capital

contributed by the members comprising it, such capita! being commonly divided into

shares which each member possesses and which are transferable by the owner. A 1

20

company in which the liability of each shareholder is limited by the number of shares he

has taken is known as a limited company. English law however provides for unlimited

liability of directors or managers if so enshrined in the memorandum of association.

Company law categories companies as private companies and public companies. In a

limited company, the member is liable to rise company to the extent of the share capital.

Under English law, there should be at least 2 members for every company. The

Companies Act of 1956 limited the number of members to fifty. The new Companies Act

amends the law and brings in the concept of One Person Company. The number of

members may go up to 200. This novelty of the One Person Company has to be

understood in the background of established English law.

Salomon v. Salomon and Co.2

The implications of corporate personality came to be unraveled by the House of Lords

in 1897. Solomon was running a boot business as sole proprietor. He formed a company

with members of his family and stilled it as Solomon and Co. Ltd. The company

purchased the business from Solomon for a consideration of 39,000 pounds. It issued to

Solomon 20,000 pounds fully paid shares of one pound each and debentures to the

extent of 10,000 pounds. It also borrowed from outside creditors. The company faced

bad times and had to be wound up. The creditors claimed whatever was left of the

company on the ground 1 hut Solomon and Co., was a Sham, an alias of Solomon. One

man cannot owe money to himself. The House of Lords came to his rescue and held that

once a company is formed and registered under the Act, it is a separate legal person

distinct from its members. The House of Lords pointed out that the members need not

have an independent mind. Solomon forming a company with members of his family

was not an abuse of the Companies Act.

2 [1897] AC 22 (HL)

21

Catherine Lee v. Lee's Air Farmin'’ Ltd. 3 Lee was a Pilot. He formed a company

known as Lee's Air Farming Ltd., for the purpose of Anal top dressing. He virtually

owned all the shares and v/cs the sole governing director. The company appointed Lee

as the Chief Pilot. It had ensured tor liability under the Workmens' Compensation Act,

1922. Lee was killed tn an Air Accident.. Fits widow claimed compensation from the

insurers. The question was whether Lee could be regarded as a worker The Court of

Appeal upheld the claim of the widow and observed that Lee in his one capacity as a

govemmg director can himself give orders in his other capacity as a Pilot. Thus, the

magic of Corporate personality enabled a person to be master and servant at the same

time. It is in this background that we should try to understand the One Person Company.

One Person Company

The new company law has introduced the new form of company by the name of One

Person Company. It may look similar to the concept of sole proprietorship. This new

form recognized the separate legal entity as distinct from its promoter and proprietor. It

is necessary to understand the distinction between the One Person Company and the

sole proprietor. The One Person Company is a separate legal entity with limited liability.

The sole proprietorship has unlimited liability. The owner and the entity comprise of

the same personality. The debt is the sole responsibility of the sole proprietor. In the

One Person Company, debt is not the sole responsibility of the owner. The One Person

Company has to register itself as such and pay tax separately. In the case of sole

proprietorship there is no requirement to declare the status and tax is paid by the

owner.

Section 2(62)4

Section 2(62) of the new law defines One Person Company to mean a company which

has only one person as a member. The legal and financial liability is limited to the

company only and not to that person. Section 2(68) of the new law defines a private

company as including the One Person Company. All the provisions of the new law

applicable to the private company shall also be applicable to the One Person Company

unless otherwise stated. Section 3 of the Act clarifies that the One Person Company can

3 [1961] 31 Comp Cas 233 (PC) ; [1961] AC 12 (PC)

4 Companies Act,2013.

22

be treated as private company for all legal purposes with only one member. The name

of the company shall include the word One Person Company (wherever its name is

printed, affixed or engraved). To form a separate legal entity, the promoter should give

a separate name and legal identity to the company under which all the activities of the

business are to be carried on. At the time of incorporation, the memorandum of the One

Person Company shall include the person who the founder director has to nominate

another person as nominee with his consent. Such a person will be a nominee and

became an ad hoc member in case of the sole memberis death or disability. The

nominee's consent shall be prescribed in written format and shall be filed with the

Registrar of Companies along with the memorandum of association. The name of the

nominee will be changed by the member of the One Person Company by giving notice in

the prescribed manner and also intimate the Registrar. On the death of the member, the

nominee shall have title to all the shares and will be entitled to the same rights to which

the sole member was entitled or liable. On becoming a member, the nominee can

nominate another person as nominee with his consent . The new law restricts the

number of directors in case of One Person Company to one. Such director however can

recruit more than one director subject to a maximum of 15 directors. There is no

separate provision for appointment of first director. There is relaxation naturally with

regard to the holding of the board meeting.

Contracts by One Person Company

When the One Person Company limited by shares or by guarantee enters into a contract

with the sole member of a company who is also its director, the company must ensure

that the terms of the contract are contained in a memorandum and recorded in the

minutes of the first meeting of the board held next after entering into contract. The

company shall inform the Registrar about every contract entered into and recorded in

the minutes of the board within a period of 15 days of the date of approval by the board.

The annual financial statement should be signed by the director and also the company

secretary.

23

II.FUTURE OF INDIAN COMPANY LAW WITH ONE PERSON

COMPANY CONCEPT

MEANING :ONE PERSON COMPANY.

As the name suggests, it means a company which has only one person as a member and

where legal and financial liability is limited to the company only and not to that person. (i.e.

liability is limited).

DIFFERENT FROM THE EXISTING SCENARIO .

The reason why the old Companies Act of 1956 had made it compulsory for a Company to

have a minimum of two members was so that it could be clearly separated from a sole

proprietorship, a corporate structure which is categorically excluded from the Act.

However, the hypocrisy of this provision was blatant and rampant. People started forming

companies by adding a nominal member/ director, allotting them one single share, which is

the minimum requirement for a director as per the Act, and retaining the rest of the shares

themselves. Thus a person could enjoy the status and benefits of a Company while

operating and functioning like a proprietary concern for all practical purposes.

FORMATION OF OPC

Although the exact rules are not clear, the following rules have been proposed in New

Company Act,2013.-

1. Firstly, the person is to give a separate name and legal identity to the Company,

under which all the activities of the business are to be carried on. This ensures that a

separate legal entity is formed.

2. Secondly, the person has to nominate a name with that person’s written consent as

a nominee to the OPC. This person will be the default and ad hoc member in case of

24

the existing sole member’s death or disability. This provision will ensure perpetuity

and continuity to the life of the Company. The golden rule of “members may come

and go, but the Company must live on” holds good.

3. Finally, every One Person Company should bear the letters “OPC” in brackets after

it’s registered name, wherever it may be printed, affixed or engraved.

IMPROVEMENT IN PRESENT SENERIO

A One Person Company is still an idea in its infancy and is best for small enterprises looking

at testing the waters, as an alternative to a proprietorship.

1. However, a Company has the following advantages as compare with Current Act:

2. Expansion of a Company is easy and possible. All you need to do is to increase the

authorized capital and allot shares.

3. Investment and investors prefer a Private Limited Company, since it is the only

structure where it is possible to issue shares to third parties, and also have a board

from which supervision is possible.

4. Hiring may be easier, since employees can be given incentives like Employee Stock

Option Plans, which is not possible in the case of a One Person Company.

PIERCING THE VEIL

The doctrine of piercing the corporate veil can easily be applied in the case of the One

Person Company. The principles laid down in such leading cases like CIT v. Sri Meenakshi

Mills Ltd.5 and Delhi Development Authority v. Skipper Construction Co. P. Ltd. 6can be easily

invoked in the case of the One Person Company. The One Person Company can lend itself to

several questionable devices. The Supreme Court pointed out in McDowell and Co. Ltd. v.

5 [1967] 63 ITR 609; AIR 1967 SC 8196 [1997] 89 Comp Cas 362 (SC)

25

CTO7: "It is up to the court to take stock to determine the nature of the new and

sophisticated legal devices to avoid tax and consider whether the situation created by the

devices could be related to the existing legislation with the aid of it 'emerging" techniques of

interpretation as was done in Ramsay, Burma Oil and Dawson, to expose the devices for

what they really are and to refuse to give judicial benediction".

FEATURES OF ONE PERSON COMPANY (OPC)

The following are the important features of the One Person Company (OPC)

One Person Company is one of the type of Company on the basis of number of

members

One Person Company has only one person as a member/shareholder.

One Person Company is a Private Company

Minimum paid up share capital of One Person Company is one lakh rupees (Rs.

1,00,000)

One Person Company may be either a Company limited by share / a Company

limited by guarantee / an unlimited Company

The words "One Person Company" should be mentioned in brackets below the name

of the One Person Company

One Person Company shall indicate the name of the nominee/other person in the

memorandum, with his prior written consent

The written consent above, shall be filed with the Registrar at the time of

incorporation of the One Person Company along with its M&A (Memorandum and

Articles)

The nominee/ other person can withdraw his consent at any time

The member/Shareholder of One Person Company may change the nominee/other

person at any time, by giving notice to the other person and intimate the same to

Company. Then the Company should intimate the same to the Registrar

7 [1985] 154 HR 148 (SC); [1985] 2 Comp. LJ 137 (page 161 of 154 ITR)

26

In case of the death of member/shareholder or his incapacity to contract, then

nominee/other person become the member of the Company

Member/Shareholder of the One Person Company acts as first director, until the

Company appoints director(s)

One Person Company can appoint maximum 15 directors, but minimum should be

one director

One Person Company need not to hold any AGM (Annual General Meeting) in each

year

Cash Flow Statement may not include in the financial statements of One Person

Company

One Director is sufficient to sign the Financial Statements/Director's Report

Within 180 days from the closure of the Financial Year, One Person Company should

file the copy of the Financial Statements with Registrar

One Person Company should inform to the Registrar about every contract entered

and also should record in the minutes of the meeting with in 15days from the date of

approval by the BOD (Board of Directors)

III. ONE PERSON COMPANY REGULATIONS IN OTHER COUNTRY

China

1. Introduced it in October 2005) in which the promoting individual is both the director

and the shareholder.

2. In China, one person is allowed to apply for opening a limited company with a

minimum capital of 1, 00,000 Yuan. The amended law of China prescribes that the

owner should pay the investment capital at one time and bars him from opening a

second company of the same kind.

27

Pakistan

1. The amended company law of Pakistan permits one person to form a single-member

company by filing with registrar, at the time of incorporation, a nomination in the

prescribed form indicating at least two individuals to act as nominee director and

alternate nominee director.

U.K.

1. U.K.Companies Act, 2006 & the Companies (Single Member) Private Companies

Regulations 1992

Singapore

1. Company Amendment Act of 2004 and other regulations

United Arab Emirates

1. One Person Company recognized

2. Only Articles of Association

United States

1. In US, several states permit the formation and operation of a single-member Limited

Liability Company (LLC).

In most countries, the law governing companies enables a single-member company

to have more than one director and grants exemptions to such companies from

holding AGMs, though records and documents are to be maintained.

28

IV. DIFFERENCE BETWEEN A SOLE PROPRIETORSHIP AND AN OPC

The fundamental difference between a sole proprietorship and an OPC is the way liability is

treated in the latter.

A one-person company is different from a sole proprietorship because it is a separate legal

entity that distinguishes between the promoter and the company.

The promoter’s liability is limited in an OPC in the event of a default or legal issues. On the

other hand, in sole proprietorships, the liability is not restricted and extends to the

individual and his or her entire assets.

‘OPC’ AS COMPARED WITH SOLE PROPRIETORSHIP

The best thing about the OPC concept is that it will help in promoting

entrepreneurship across the country.

The important feature for a start-up that registers as an OPC is that it de-risks the

business by transferring the promoter’s liability to the company. So, the key

difference between OPC and sole proprietorship is the way liabilities are treated.

For one, the OPC would have very little paper work — the Articles of Association

would be simple and short, and if the same person doubling as director, there would

be no need for board or shareholders’ meetings.

Some OPC regimes in other jurisdictions have a mandatory requirement of two

directors, and therefore board meetings are necessary, though not physically as the

Bill will recognise the validity of such meetings being held by video or

teleconferencing.

Quorum requirements, proxies, maintaining of various registers of members, filing of

multiple e-forms fade away, leaving the single operator free from the fetters of

corporate governance, except that he has to maintain his books of accounts, prepare

and file annual audited balance sheet and profit and loss accounts, without the

Board’s report.

29

The memorandum of a One Person Company shall indicate the name of the person

who shall, in the event of the subscriber’s death, disability or otherwise, become the

member of the company.

The memorandum of a company shall state the last letters and word “OPC Limited”

in the case of a One Person limited company.

Conclusion with regard to foreign countries.

The practice of One Person Company is in vogue in China, USA, Singapore, and many

countries in Europe. What is the justification for introducing the One Person Company in the

Indian Corporate law at this juncture ? The Government may argue that the step will bring

the unorganized sector of proprietary concerns into the organized private limited company

sector and open the avenues for more favorable banking.

30

CHAPTER 4

FIELD STUDY ON OPC: IMPERICAL RESEARCH .

In this chapter researcher/author is try explain/result out his research made on the

respondent/participant related to new concept of company law i.e. One Person Company ,

that whether it provide an umbrella to firm running its business as sole proprietor firms.

What are The benefits and impact of One Person company concept in future ?

What will be the thought of sole proprietor related this concept ?

Whether its mandatory for sole proprietor to get his firm incorporated as an One Person Company?

Whether the sole proprietor are really interested in incorporation of its company?

To find the answer from sole proprietorship firm owners , that whether sole proprietors are really know about this concept and if so whether he want to want to incorporate its firm or not.

To prove that the impact of new concept of One Person Company is beneficial for sole proprietors.

To prove /disprove that the concept of one person company is an umbrella to sole proprietorship firm.

To assess the impact of new concept of “One Person Company” in Companies Act, 2013 in future business transaction.

The prima facie aim of this project report is to study the One Person Company , a bylaw to sole proprietorship firm and its impact over sole proprietorship firm in detail.

To know the need and urgency to One Person Company concept and its bylaw over sole proprietorship firm.

To aware the sole proprietors about the new concept of One Person Company through field survey.

31

To find out the thought of the business men involve in sole proprietorship related to the incorporation of their firm.

To know about easy procedure formalities in Companies Act,2013 related to one person company.

To assess the confidence of the member shareholder about their investment in one person company.

To find out the answers the same Participants/respondent are selected :-

Professors.

Law Students.

Advocates.

Sole Proprietors.

Total No. of Participants: 50.

32

To find out the answers of the same the following questions are framed: the Performa of the format is :-

ONE PERSON COMPANY A BYLAW ON THE SOLE PROPRIETORSHIP FIRM

Research Project Name: ONE PERSON COMPANY Date:

Prepared by:

Document Owner(s) Under the Guidance / Role :Vikram Seth Mentor: Mr. Anuj K. Vaksha,

2nd Year, LL.M. Assistant Professor:, School of Law.

USLLS, GGSIPU, DWARKA, DELHI USLLS, GGSIPU, DWARKA, DELHI.

Details of Participant/ Respondent.

Name :

Age: Gender :

Profession : Experience :

Questions:

ID Question Selection Response/Comments

1

FOR BUSINESS ENTREPRENEURHave you ever incorporate any company under the companies act?

1. Yes

2. No.

33

ID Question Selection Response/Comments2. Do you have any sole

proprietorship firm ?1. Yes

2. No.

3How was your experience related to sole proprietorship firm?

1. Poor2. Average3. Good4. Excellent

     

4 Do you know the new concept of company law, ONE PERSON COMPANY (herein after referred as “OPC)” under the Companies Act, 2013 ?

1. Yes

2. No.

5 Do you want to incorporate your sole proprietorship firm into One Person Company?

1. Yes

2. No.

6 Do you know the pros and cons of the incorporation?

1. Yes2. No.

7 Do you believe that incorporation of firm into OPC will be beneficial/value for you?

1 – Not a Value2 – Average

Value3 – Good Value4 – Excellent

Value

34

ID Question Selection Response/Comments8 Do you think that

by implementing the idea of OPC in India , the Government aim to regularize the all sole prop firms into OPC?

1. Yes.

2. No.

9 Give your ratings on the concept of OPC in INDIA ?

1 – 5-20%2 – 21-40%3 – 61-80%4 – 81-100%

10 What you consider the impact of new concept of “One Person Company” in Companies Act, 2013 in future business transaction ?

1 – Better2 – Worst3 – Excellent4 – No Impact

11.

Do you consider that OPC will reduce tax invasion?

1 – Agree2 – Disagree

12

For Others:Have you ever invested any money with any sole proprietorship firm?

1. Yes.

2. No.

     

35

ID Question Selection Response/Comments

13. a)

b)

(If Yes ) What was your experience regarding the investment.

(If No) Would you prefer to invest into OPC.

1. Poor2. Average3. Good4. Excellent

1. Yes.

2. No.

     

14 If sole proprietorship firm converted into One Person Company, would you interested in investing the money ?

1 – Unlikely2 – Not sure3 – Would

Consider4 – Likely

     

15The concept of OPC in India will promote the more incorporation of firms as companies ?

1 – Yes2 – No

16 One Person regulating its company as OPC after incorporation whereas sole proprietors doing its business without any incorporation. As per your understanding which one is better for business point of view?

1. OPC.

2. SOLE PROP.

36

ID Question Selection Response/Comments17 OPC create bylaw

over sole proprietorship firms, do you believe that the independence/freedom of work in the sole proprietorship firm will be lost ?

1. Yes.

2. No.

18 Do you think that concept “One Person Company” is the necessity of today’s corporate world.

1 – Likely.2 – Sure.3 – May be.4 – Don’t Know.

19 Do you think the concept of OPC is introduced very late in India.

1. Yes

2. No.

20 Whether it will boost our country economic growth ?

1 – Sure2 – Not sure3 – Would

Consider.4 – Likely

21 Till date whether you have seen any OPC running ?

1 – Yes.2 – No.

22 If you have to do business which one will you prefer OPC or Sole Proprietorship firm ?

1. OPC.

2. SOLE PROP.

DATE :

SIGNATURE

(PARTICIPANT / RESPONDENT)

37

THANK YOU FOR YOUR VALUABLE CONTRIBUTION.

VIKRAM SETHLL.M, 2nd Year,

GGSIPU, DWARKA, DELHI.

RESULT / OBSERVATIONS COLLECTED ARE :-

A. Do you have any sole proprietorship Firm?

Option 1. Yes

Option 2. No

38

As per the research conducted via questionnaire, the result for the question ‘Do you

have any sole proprietorship Firm?’ is in the ratio of 7:3. 70 per cent of the respondent said

that they don’t have any sole proprietorship firm; and, only 30 per cent are having a sole

proprietorship firm. It clearly shows that least of the respondents are engaged in the sole

proprietorship business.

B. Are you aware of the new concept of company law, ONE PERSON COMPANY (herein

after referred as “OPC”) under the Companies Act, 2013?

Option 1. Yes

Option 2. No

39

The above Figure clearly indicates that the result for the question “Are you aware of the new

concept of company law, ONE PERSON COMPANY (herein after referred as “OPC”) under

the Companies Act, 2013?” is in the ratio of 4:3. 57.14 per cent participant states that they are

aware of the new concept of ‘One Person Company’, while, remaining 42.86 per cent

participants states that they don’t know about One Person Company. Although, more are

aware but still the awareness is not high.

C. Do you want to incorporate your Sole Proprietorship firm into OPC?

Option 1. Yes

Option 2. No

As per the research conducted via questionnaire, the result for the question ‘Do you

have any sole proprietorship Firm?’ 71.43 per cent of the respondent said that they don’t

want to incorporate sole prop into OPC and, only 28.57 per cent are want to incorporate

40

their sole prop into OPC . It clearly shows that least of the respondents are engaged in the

sole proprietorship business.

D. Do you know the pros and cons of the incorporation into OPC?

Option 1. Yes

Option 2. No

As per the research conducted via questionnaire, the result for the question ‘Do you

know the pros and cons of the incorporation into OPC” 57.14 per cent of the respondent said

that they don’t know pros and cons of the incorporation; and, only 42.86 per cent are aware

41

of the pros and cons of the incorporation. It clearly shows that large number of the

respondents are unaware about the pros and cons of the incorporation into OPC.

E. Do you believe that incorporation of firm into OPC will be beneficial/value for you?

Option1. Not a value

Option2. Average Value

Option 3. Good Value

Option 4. Excellent Value

42

As per the research conducted via questionnaire, the result for the question ‘Do you believe

that incorporation of firm into OPC will be beneficial/value for you? 57.14 % of respondent

Average Value , 28.57 % of the respondent observe Good Value, 14.29 % of the respondent

said Not Value. It clearly shows that mainly large number of the respondents are believe

average value that incorporation of firm into OPC will be beneficial/value for him.

F. Do you think that by implementing the idea of OPC in India , the Government aim to

regularize the all sole prop firms into OPC?

Option 1. Yes

Option 2. No

43

As per the research conducted via questionnaire, the result for the question ‘Do you

think that by implementing the idea of OPC in India , the Government aim to regularize the

all sole prop firms into OPC?” 85.71 % of the respondent say yes that by implementing the

idea of OPC in India , the Government aim to regularize the all sole prop firms into OPC

whereas only 14.29 % per cent of respondent believe no. It clearly shows that large number

of respondents are feel/observe YES that the by implementing the idea of OPC in India , the

Government aim to regularize the all sole prop firms into OPC.

G. What you consider the impact of new concept of “One Person Company” in Companies

Act, 2013 in future business transaction ?

Option1. Better

Option2. Worst

Option 3. Excellent

Option 4. No Impact

44

As per the research conducted via questionnaire, the result for the question, “ What

you consider the impact of new concept of “One Person Company” in Companies Act, 2013

in future business transaction ?” 14.29 % of respondent observe Excellent. 0 % respondent

observe Worst and No Impact . Whereas 85.71 % the respondent feel better that impact of

new concept of “One Person Company” in Companies Act, 2013 in future business

transaction? It clearly shows that large number of the of the respondents are feel/observe

better impact in future.

H. OPC will reduce tax invasion?

Option 1. Agree

Option 2. Disagree

45

As per the research conducted via questionnaire, the result for the question ‘OPC will reduce

tax invasion? 85.71% of the respondent are agree and 14.29% are disagree that OPC will

reduce tax invasion. It clearly shows that large number of the respondents are observe

agreement on the reduction of the tax invasion.

I. Have you ever invested any money with any sole proprietorship firm?

Option 1. Yes

Option 2. No

46

As per the research conducted via questionnaire, the result for the question ‘Have you

ever invested any money with any sole proprietorship firm? 28.57 % of the respondent

observe yes and 71.43 % observe no that they have not ever invested any money with any

sole proprietorship firm. It clearly shows that major number of the respondents have not ever

invested any money with any sole proprietorship firm.

J. If sole proprietorship firm will be converted into One Person Company, would you be

interested in investing the money?

Option 1. Unlikely

Option 2. Not Likely

Option 3. Would Likely

Option 4. Likely

47

As per the research conducted via questionnaire, the result for the question ‘If sole

proprietorship firm will be converted into One Person Company, would you be interested in

investing the money? The respondent observe 57 % would like , 29 % likely , 14 % not

likely. It clearly shows that major percentage of the respondents would likely observe that If

sole proprietorship firm will be converted into One Person Company, would you be interested

in investing the money .

K. “One Person” regulating its company as OPC after incorporation where as ‘sole

proprietors’ doing its business without any incorporation. As per your understanding, which

one is better from business point of view?

Option 1. One Person Company.

Option 2. Sole Proprietorship.

48

As per the research conducted via questionnaire, the result for the question ‘One

Person” regulating its company as OPC after incorporation where as ‘sole proprietors’

doing its business without any incorporation. As per your understanding, which one is better

from business point of view’ All the respondent observe 100 % sole proprietorship is better

from business point of view.

L. Whether it will boost our country economic growth?

Option 1. Sure

Option 2. Not Sure

Option 3. Would consider

Option 4. Likely

As per the research conducted via questionnaire, the result for the question Whether it

will boost our country economic growth’? The Result is 57.14 % Not Sure , 0% Would

49

Consider , 14.29 % likely and 28.57 % are Sure. It clearly shows major number of

respondent are not Sure that whether it boost our economy.

M. Till date whether you have seen any OPC running?

Option 1. Yes

Option 2. No

50

As per the research conducted via questionnaire, the result for the question ‘Till date

whether you have seen any OPC running ? 100% respondent have not seen any OPC

running till date.

N. If you have to do business which one will you prefer OPC or Sole Proprietorship firm?

Option 1. OPC

Option 2. Sole Proprietorship

51

As per the research conducted via questionnaire, the result for the question “If you

have to do business which one will you prefer OPC or Sole Proprietorship firm?”. The result

is : - 85.71 % observe OPC and 14.29 % of the respondent feel sole proprietorship will be

their choice for doing business. It clearly shows that due to the NEW COMPANY LAW the

mind set of the peoples are changed and they would do business by way of forming OPC.

CHAPTER 5.

CONCLUSION & SUGGESTIONS .

The Doctrinal and Imperial Research by the researcher would lead to the following

conclusion that are:-

OPCs are imperative because they would give entrepreneurial capabilities of people

an outlet for participation in economic activity and such economic activity may take

place through the creation of an economic person in the form of a company.

However, there has been criticism in certain quarters against the formation of such a

company as it may give room for evasion of public funds and tax liability by an

individual.

If the turnover of the one-person company exceeds certain limits, whether it should

to be converted into private/public limited

52

Small entrepreneurs who are running their businesses under the proprietorship

model could convert to OPCs, with the benefit of limited liability and none of the

cumbersome compliance requirements.

On a positive note, OPCs are expected to attract investors who were earlier afraid to

take risk in investing in sole proprietorship business because of unlimited liability.

Process of starting a business getting simpler it could be a boon for every form of

small business.

Opportunity for a lot of Non Resident Indians (NRIs) and Persons of Indian Origin

(PIOs) who can set up their companies in India.

Foreign investment increase, the concept would boost flow of Foreign Funds in India

as the requirement for nominee shareholder would be done away with, however

mandatory Resident Indian Director on the board could be a bottleneck.

The Empirical Research would lead to following conclusion and suggestion that are:-

That large no of persons are today aware of the new concept of ‘One Person

Company’.

That large number of the persons are unaware about the pros and cons of the

incorporation into OPC.

Large number of the respondents are believe average value that incorporation of

firm into OPC will be beneficial/value for him.

The total number of persons believe that by implementing the idea of OPC in India ,

the Government aim to regularize the all sole prop firms into OPC.

53

The impact of new concept of “One Person Company” in Companies Act, 2013 in

future business transaction ?” That large number of the of the respondents are

feel/observe better impact in future.

The large number of the respondents are observe agreement on the reduction of

the tax invasion.

That major number of the persons have not ever invested any money with any sole

proprietorship firm.

That due to the NEW COMPANY LAW the mindset of the peoples are changed and

they would do business by way of forming OPC.

The awareness of the benefits of registering OPC is needed.

The demerits of sole proprietorship must be certainly described.

The advisory programs must be there for the education of the corporate studies.

The sole proprietorship should be taken under consideration for to extended to

financial limit.

The OPC, taken and considered as whole for beneficial of all as observed by majority

of the persons.

…………………….*…………………….

54

BIBILOGRAPGY

ARTICLES :

“OPC A GENIUS ON NEW COMPANY” published in NEW COMPANY LAW, published

by Company Law Advisor.

S KANNAN, ACS, BANGLORE “OPC A SOLUTION OF ILLS OF PROPRIETORY CONCERNS”

GYATRI CHADHA ,”OPC UNDER THE COMPANIES BILL,2012”

OPC UNDER THE COMPANIES BILL,2008, HARISHITA VERMA.

OPC NEW ENTRANCE IN CORPORATE WORLD.::TSA RAMANUJAN.

REFERENCES :-

http://www.legalhelplineindia.com/amendments-in-the-indian-companies-act-of-

1956/

http://loksabha.nic.in/

http://www.mca.gov.in/

A Ramaiya's Guide to the COMPANIES ACT , 17th Revised edition.

55

http://www.onepersoncompany.in/

www.mondaq.com

AND IMPERICAL RESEARCH :-

DONE ON 50 RESPONDENTS INCLUDE :-

Professors

Advocates

Law Students

Sole Proprietors.

56