Resolutions and Agreements to be Filed

Notified Date of Section: 01/04/2014

117. (1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within ^5&7[thirty days] of the passing or making thereof in such manner and with such fees as may be prescribed ⁸[within the time specified under section 403:]

Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.

18[(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.]

(3) The provisions of this section shall apply to—

(a) special resolutions;

(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;

(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;

(d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;

¹²[(e) resolutions passed by a company according consent to the exercise by its Board of directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;]

(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of  ³["section 59 of the Insolvency and Bankruptcy Code, 2016"]

^4&6(g) resolutions passed in pursuance of sub-section (3) of section 179;¹[and]

 ²[Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; ¹³[and]]

19[Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by,—

(c) any class of housing finance company registered under the National Housing Bank Act, 1987, as may be prescribed in consultation with the National Housing Bank; and]

Amendments

1.Omitted by Companies Amendment Act,2015 dated 25th May, 2015  

2. Inserted by Companies Amendment Act,2015 dated 25th May, 2015

3. Substituted by vide MCA Notification number F.O. 3453(E) w.e.f 15th November, 2016.

In section 117 in sub-section (3), in clause (f),

for the word and figures,

"section 304"

the words and figures,

"section 59 of the Insolvency and Bankruptcy Code, 2016"

shall be substituted.

8. Omitted by the Companies (Amendment )Act,2017 :- Amendment Effective From 7th May 2018

9. Substituted by the Companies (Amendment) Act,2017 :- Amendment Effective From 7th May 2018

In section 117 for sub-section (2),

for the words and figures "under section 403 with additional fees"

the following word shall be substituted, namely :-

In section 117, in sub-section (2),

In section 117 for sub-section (2),

Exceptions/ Modifications/ Adaptations

4. In case of private company - clause (g) of Sub-section 3 of Section 117 shall not apply .  - Notification dated 5th june, 2015.

5.  In case of Specified IFSC Public Company - Sub-section (1) of section 117, for the words “thirty days” read as “sixty days”. - Notification Dated 4th January, 2017.

6. In case of Specified IFSC Public Company  - Clause (g) of sub-section (3) of section 117 shall not apply. -  Notification Dated 4th January, 2017.

7.  In case of Specified IFSC Private Company - Sub-section (1) of section 117, for the words “thirty days” read as “sixty days”. - Notification Dated 4th January, 2017.