Section 117: Resolutions and agreements to be filed

Section 117: Resolutions and agreements to be filed · Complied AI

(3)

The provisions of this section shall apply to—

(a)

special resolutions;

(b)

resolutions which have been agreed to by all the member 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 304 section 59 of the Insolvency and Bankruptcy Code, 2016;

(g)

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

Proviso

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

Proviso

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

Proviso

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.

Notes, amendments & references (23)

To be be read as sixty days for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here

Refer rule 24 of the Companies (Management & Administration) Rules, 2014. To view the rule, Click Here

Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

within the time specified under section 403: Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

To view the notification of Companies Amendment Act,2017 Click Here

Alteration includes the making of additions, omissions and substitutions.

Substituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here . To view the commencement notification, Click Here .

(2) Substituted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here .

therein Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

not be less than one lakh rupees Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

officer 2(59) Officer includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act

fifty thousand rupees Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

( e ) Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

Substituted vide The Insolvency and Bankruptcy Code, 2016. To view the amendment, Click Here

1. This clause shall not apply to Private Companies, GSR 464(E) dated 05.06.2015

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies 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 notification dated 13th June 2017)

To view the notification, Click Here

2. This clause shall not apply to specified IFSC Public Companies vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here

and omitted by the Companies (Amendment) Act, 2015 (21 of 2015), notified on 26th May, 2015, with effect from 29th May 2015 vide notification S.O. 1440(E). To view the notification, Click Here

Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; proviso inserted by the Companies (Amendment) Act, 2015 (21 of 2015), notified on 26th May, 2015, with effect from 29th May 2015 vide notification S.O. 1440(E). To view the notification, Click Here

and Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

Substituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 22.01.2021. To view the Act, Click Here and to view the commencement notification, Click Here .

Provided further that Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here