Companies Act

Section 117. Resolutions And Agreements To Be Filed

(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 thirty days of the passing or making thereof in such manner and with such fees as may be prescribed ¹***:

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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.

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²(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.]

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

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(a) special resolutions;

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(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;

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(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;

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(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;

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(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of ⁴ [section 59 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016)];

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(g) resolutions passed in pursuance of sub-section (3) of section 179:⁵***

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⁶[Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; ⁷***]

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⁸[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–

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(a) a banking company;

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(b) any class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India;

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(c) any class of housing finance company registered under the National Housing Bank Act, 1987 (53 of 1987), as may be prescribed in consultation with the National Housing Bank; and]

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(h) any other resolution or agreement as may be prescribed and placed in the public domain.

1. The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
2. Subs. by Act 29 of 2020, s. 22, for sub-section (2) (w.e.f. 21-12-2020).
3. Clause (e) omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
4. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for “section 304” (w.e.f. 15-11-2016).
5. The word “and” omitted by Act 21 of 2015, s. 9 (w.e.f. 29-5-2015).
6. Ins. by s. 9, ibid. (w.e.f. 29-5-2015).
7. The “and” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
8. The proviso subs. by Act 29 of 2020, s. 22 (w.e.f. 22-1-2021).