Sections Covered:

Sec 117 & 179 of The Companies Act, 2013, Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014

1. Section 117

 Sub Sec (1) of Sec 117 

copy of every resolution or any agreement, in respect of matters specified in sub-section (3) of Sec 117 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

Note: 1 Rule 24 the Companies (Management and Administration) Rules, 2014

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

Note: 2 Proviso to Section 117 (1)

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.

sub-section (3) of Sec 117 

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 3[“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;

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.]

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

Note: 3 Sec 179 (3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—

(a) to make calls on shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of securities under section 68;

(c) to issue securities, including debentures, whether in or outside India;

(d) to borrow monies;

(e) to invest the funds of the company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statement and the Board’s report;

(h) to diversify the business of the company;

(i) to approve amalgamation, merger or reconstruction;

(j) to take over a company or acquire a controlling or substantial stake in another company;

(k) any other matter which may be prescribed

Note : 4 Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014

In addition to the powers specified under sub-section (3) of section 179 of the Act, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.-

(1) to make political contributions;

(2) to appoint or remove key managerial personnel (KMP);

(4) to appoint internal auditors and secretarial auditor;

* Sub rule 3 and 5 to 9 of Rule 8 have been omitted

Note: 5 Sub Section 2 of Sec 117 (Penal Provision)

If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, the company shall be punishable with fine which shall

  • 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 fifty thousand rupee but which may extend to five lakh rupees.

Note: 6 Exceptions

  • In case of private company – clause (g) of Sub-section 3 of Section 117 shall not apply .
  • In case of Specified IFSC Public Company- Sub-section (1) of section 117, for the words “thirty days” read as “sixty days”.
  • In case of Specified IFSC Public Company – Clause (g) of sub-section (3) of section 117 shall not apply. –
  • In case of Specified IFSC Private Company – Sub-section (1) of section 117, for the words “thirty days” read as “sixty days”.

Conclusion:

Thus resolutions passes pursuant to Sec 117 (3) read with section 179(3) and Rule 8 of The Companies (Meetings of Board and its Powers) Rules, 2014 need to be filled with ROC within 30 days of passing thereof.

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