Amended and updated notes on section 117 of Companies Act 2013. Detail discussion on provisions and rules related to resolutions and agreements to be filed.
Chapter VII (Sections 88–122) of the Companies Act, 2013 (CA 2013) deals with the provisions related to management and administration. Section 117 of CA 2013 provides for resolutions and agreements to be filed meeting.
Recently, we have discussed in detail section 116 (Resolutions passed at adjourned meeting) of CA 2013. Today, we learn the provisions of section 117 of Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014.
Section 117 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 117 is 1-04-2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | VII |
| Chapter Name | Management and Administration |
| Section No. | 117 |
| Section Name | Resolutions and agreements to be filed |
| Monthly Updated Edition | Company Law PDF |
Section 117 of Companies Act 2013: Resolutions and agreements to be filed
Section 117 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014 and last amended provisions shall be effective from 22.01.2021.
Section 117(1) of Companies Act
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:
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.
Section 117(2) of Companies Act
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.
Section 117(3) of Companies Act
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) [Omitted];
- (f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016;
[Clause (f) of sub-section (3) of section 117 was amended pursuant to section 255 of the Insolvency and Bankruptcy Code, 2016 vide Notification No. S.O. 3453(E) issued dated 15.11.2016] - (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;
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,—- (a) a banking company;
- (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;
- (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
- (h) any other resolution or agreement as may be prescribed and placed in the public domain.
[Second proviso of clause (g) of sub-section (3) of section 117 has been substituted w.e.f. 22.01.2021 by the Companies (Amendment) Act, 2020 vide MCA Notification S.O. 325(E) dated the 22nd January, 2021].
Exception/ Modification/ Adaptation:
1) In case of Private company, clause (g) of sub-section (3) of section 117 shall not apply. – Notification No. G.S.R. 464(E) dated 5th June, 2015.
2) In case of a Specified IFSC public company, in sub-section (1) of section 117, for the words “thirty days” read as “sixty days”. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
3) In case of a Specified IFSC public company, clause (g) of sub-section (3) of section 117 shall not apply. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
4) In case of a Specified IFSC private company, in sub-section (1) of section 117 for the words “thirty days” read as “sixty days”. –Notification No. G.S.R. 09(E) dated 4th January, 2017.
Important Notes on Section 117
As per Section 17(1)(c) and read with Rule 34 of the Companies (Incorporation) Rules 2014, a company shall send to a member within 7 days of the request and payment of prescribed fees, a copy of every agreement and every resolution referred to u/s 117(1), if and in so far as they have not been embodied in MOA or AOA.
अगर कोई मेंबर कंपनी को निर्धारित फीस भुगतान करके रिक्वेस्ट करता है तो कंपनी ७ दिनों के भीतर उस मेंबर को प्रत्येक समझौता और प्रत्येक संकल्प की एक प्रतिलिप भेजेगा।
As per proviso of Rule15 of the Companies (Registration Offices and Fees) Rules 2014, no person shall be entitled u/s 399 to inspect or obtain copies of resolutions referred to in clause (g) of sub-section (3) of Section 117 of the Act.