117. Resolutions and agreements to be filed.
(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 within the time specified under section 403:
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.
(2) If a company fails to file the resolution or the agreement under
sub-section (1) before the expiry of the period specified under section 403 with additional
fee, the company shall be punishable with fine which shall not be less than five 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 one lakh rupees but which may extend to
five lakh rupees.
(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;
(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;
(g) resolutions passed in pursuance of sub-section (3) of section 179; and
(h) any other resolution or agreement as may be prescribed and placed in the
public domain.