Section 117 of Companies Act, 2013 – Resolutions and Agreements to be filed

SECTION 117. RESOLUTIONS AND AGREEMENTS TO BE FILED

[Effective from 1st April, 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[4] [***].

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.

Exemption

 In case of a Specified IFSC private company for the words “thirty days” the words “sixty day” shall be read vide Notification no. G.S.R. 9(E).dated 04th January, 2017.

 In case of a Specified IFSC public company for the words “thirty days” the words “sixty day” shall be read vide Notification no. G.S.R. 08(E).dated 04th January, 2017.

[(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 one lakh rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of twenty-five 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 fifty thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees.][11]

(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;

[8] [***]

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

(g) [resolutions passed in pursuance of sub-section (3) of section 179;[1] [***]

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

[9] [***]

[10] [Provided further that nothing contained in this clause shall apply to a banking company 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; and.]

EXEMPTIONS

Section 117(3) (g) shall not apply to a private company vide Notification No. 464(E) dated 5th June, 2015.

The above mentioned exception shall be applicable to a private company which has not committed a default in filing its financial statements under section 137 of the said Act or annual return under section 92 of the said Act with the Registrar, vide amendment notification F. No. 1/1/2014- CL-V dated 13th June 2017. 

Section 117(3) (g) shall not apply to a Specified public company vide Notification No. 08(E) dated 04th January, 2017.

Applicable Rules

Companies (Management and Administration) Rules, 2014

[Effective from 1st April, 2014]

Rule 24. Resolutions and agreements to be filed.—A copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee.

Applicable Circulars

Clarification on form MGT-14 through STP mode

General Circular No.28/2014 dated 9-7-2014

In order to simplify procedures and with a view to ensure timely disposal of E-Forms in the office of Registrars of Companies and keeping in view the penal provisions for false declaration as contained in section 448 read with section 447, the following E-Forms with the conditions mentioned along with will be processed and taken on record using the Straight Through Process mode.

2. After considering the reference, it has been decided to grant extension of time for the period of 2 months i.e. up to 31-08-2014 without any additional fee in terms of section 403 of the Act to enable the companies for filing of statement under Form DPT4 with the Registrar.

S. No.	E-Form	Conditions
1	MGT-14	All cases except for change of Name, change of object, resolution for further issue of capital and conversion of companies will he STP Mode.

This circular will be effective from 21.07.2014.

[1] The words “and” omitted by the Companies (Amendment) Act, 2015 vide Notification No. F. No. 1/6/2015-CL. V dated 29th May 2015.

[2] Inserted by the Companies (Amendment) Act, 2015 vide Notification No. F. No. 1/6/2015-CL. V dated 29th May 2015.

[3] Substituted for the word “section 304” by the Insolvency and Bankruptcy Code, 2016,(31 of 2016), S. 255 & Eleventh Schedule.

[4] Omitted words”within the time specified under section 403″ by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[5] Substituted for the words “under section 403 with additional fee” by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[6]  Substituted for the words “not be less than five lakh rupees” by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[7] Substituted for the words “one lakh rupees” by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[8] Omitted by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7^th May, 2018.Prior to omission it read as under:

“(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;”

[9] Omitted words”and” by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E)  dated 7^th May, 2018.

[10] Inserted by the Companies (Amendment) Act 2017 vide Notification No. S.O. 1833(E) dated 7^th May, 2018.

[11] Substituted by The Companies (Amendment) Ordinance, 2019 dated 12th January, 2019 effective from 2nd November, 2018. Prior to substitution it read as under:-

“(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified [5] [therein], the company shall be punishable with fine which shall [6] [not be less than one 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 [7] [fifty thousand rupees] but which may extend to five lakh rupees.”