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The Companies Act, 2013

Chapter VII - Management And Administration (88-122)

Section 117- Resolutions and agreements to be filed.

[Notification Date: 26.03.2014; Effective from: 01.04.2014]

Section 117- Resolutions and agreements to be filed. [Corresponds to Section 192 of the Companies Act, 1956]; [Relevant Rule: 24 of The Companies (Management and Administration) Rules, 2014]

(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 - [Rule 24] 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.


[In sub-section (1), the word "thirty days"  be read as " sixty days"  for the unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of  India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006 -Notification G.S.R. 08(E) dated 04.01.2017]


(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" ];


for the word and figures "section 304", the words and figures "section 59 of the Insolvency and Bankruptcy Code, 2016" has been substituted vide Notification No. 37 dated 28.05.2016 (Insolvency and Bankruptcy Code, 2016) read with MCA Notification S.O.3453(E) dated 15.11.2016 with effect from 15.11.2016 ]


1(g) resolutions passed in pursuance of sub-section (3) of section 179; […….] [The word ‘‘and’’ omitted by The Companies (Amendment) Act, 2015 w.e.f. 29.05.2015.]

  Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; and -[Inserted by  The Companies (Amendment) Act, 2015 w.e.f. 29.05.2015]


[Clause (g) shall not apply to the unlisted public company which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of  India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 (28 of 2005) read with the Special Economic Zones Rules, 2006 -Notification G.S.R. 08(E) dated 04.01.2017]


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


1- sub-clause (g) shall not apply to a private company- Notification F No.  1/ 1/2014- CL.V dated 05.06.2015