This section is about various resolutions or agreements passed by the company, their time limit for filing it with ROC & their penalties & fines payable by the company and officer in default or officer responsible

  • TIME LIMIT: Every resolution/ agreement as per 117(3) with its explanatory statement (if any) should be filed with the Registrar (ROC) within 30 days of passing it, by paying requisite fees.

Note: Any resolution which, is passed pursuant to point 1 above, has an effect that shall alter the articles of association of a company, then a copy of such resolution should be annexed to every copy of the new articles issued after passing the resolution.

  • FILLING OF RESOLUTION IN POINT 1 ABOVE: Rule 24 of Companies (Management and Administration) Rules, 2014 specifies that such resolutions and agreement shall be filed with Registrar of Companies in Form No. MGT-14.
  • PENALTY/ FINE: If a company fails to file above-mentioned resolution/ agreement before the expiry of the period specified, then the company will have to pay a minimum fine Rs.5,00,000/- & maximum up to Rs. 25,00,000/- & every officer of the company responsible, including liquidator of the will have to pay minimum fine of Rs. 100000/- & maximum upto Rs. 5,00,000/-.

The provisions of this section shall apply to the following resolutions & agreements:

  • special resolutions;
  • resolutions which have been agreed to by all the members of a company or they had been passed as special resolutions (i.e. consent of atleast 75% of total members);
  • Board resolution or agreement of company relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a Managing Director.
  • resolutions or agreements which have been agreed to by any class of members or passed by a specified majority and all such resolutions or agreements effectively bind such class of members even though they aren’t agreed by all those members;
  • resolutions passed by a company giving consent to the exercise any power by its Board of Directors (Section 180);
  • resolutions for voluntary winding up of the company in pursuance of Section 304 of the Companies Act, 2013;
  • resolution giving power to Board of directors (Section 179).