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Section 117 of the Companies Act 2013: Resolutions and Agreements to be Filed

SECTION-117 (Resolutions and Agreements to be Filed) under CHAPTER-VII (Management and Administration) of the Companies Act, 2013


(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 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.

(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh 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;

(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 section 59 of the Insolvency and Bankruptcy Code, 2016;

(g) resolutions passed in pursuance of sub-section (3) of section 179;

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

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





Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 117 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Relevant rule(s) of the Companies (Management and Administration) Rules, 2014 - link
  • Rule 24 - Resolutions and agreements to be filed [Form No. MGT.14]
[Also check further amendments, if any, to the Companies (Management and Administration) Rules, 2014]


(4) Clause (f) of sub-section (3) of section 117 of the Companies Act 2013 was modified as per the section 255 of the Insolvency and Bankruptcy Code, 2016 - link:
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.
MCA has notified section 255 of the Insolvency and Bankruptcy Code, 2016 vide notification no. S.O. 3453(E) dated 15th November 2016 (w.e.f. 15th November 2016) - link

(5) Clause (g) of sub-section (3) of section 117 of the Companies Act 2013  was modified by the Companies (Amendment) Act, 2015 as under (w.e.f. 29th May, 2015 - link):

In section 117 of the principal Act, in sub-section (3),—
(i) in clause (g), the word ‘‘and’’ occurring at the end shall be omitted;
(ii) after clause (g), the following proviso shall be inserted, namely:—
“Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; and”.
(6) Private Companies - MCA Notification G.S.R. 464(E) dated 5th June 2015 - link

Sl. No.
Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013
Exceptions/Modifications/Adaptations
8.
Chapter VII, clause (g) of sub-section (3) of section 117.
Shall not apply.


(7) Specified IFSC Private Company - MCA Notification G.S.R. 09(E) dated 4th January, 2017 - link 

Serial
Number
Provisions of the Companies Act, 2013 (18 of 2013)
Exceptions/Modifications/Adaptations
18.
Sub-section (1) of section 117
For the words “thirty days” read as “sixty days”.


(8) Specified IFSC Public Company - MCA Notification G.S.R. 08(E) dated 4th January, 2017 - link


Serial
Number
Provisions of the Companies Act, 2013 (18 of 2013)
Exceptions/Modifications/Adaptations
26.
Sub-section (1) of section 117
For the words “thirty days” read as “sixty days”.
27.
Clause (g) of sub-section (3) of section 117
Shall not apply.




This page was last updated on 17th March, 2017.

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