Resolutions and Agreements to be Filed (Section 117)
# Resolutions and Agreements to be Filed with ROC (Sec 117)
## 1. Resolutions to be Filed
The following must be filed with the Registrar in Form MGT-14 within 30 days of being passed:
Type
Examples
(a) Special Resolutions
All SRs under the Act
(b) Resolutions agreed to by all members that would have required SR
Unanimous agreements treated as SR
(c) Board resolutions / agreements
Appointment, re-appointment, renewal, variation of terms of MD
(d) Class member resolutions
Resolutions binding a class (whether or not every member agreed)
(e) Voluntary winding-up resolutions
u/s 59 of the IBC, 2016
(f) Board resolutions u/s 179(3)
Powers exercisable only by Board resolution (borrow, invest, grant loans)
## 2. Penalty for Contravention
Party
Initial Penalty
Continuing Default
Cap
Company
₹10,000
+ ₹100/day
₹2,00,000
Officer in default (incl. liquidator)
₹10,000
+ ₹100/day
₹50,000
## 3. Important Carve-Outs
No inspection under Sec 399 of these resolutions.
Exempt from filing Sec 179(3)(f) (loans, guarantees, securities) resolutions:
Banking companies
NBFCs (RBI Act, 1934)
Housing finance companies (NHB Act, 1987)
Other prescribed resolutions/agreements may be placed in public domain.
Specified IFSC companies: filing time limit is 60 days (not 30).
## Quick Recall Box
Form: MGT-14
Standard filing window: 30 days (60 days for IFSC).
Company cap: ₹2,00,000 | Officer cap: ₹50,000
Continuing default: ₹100/day.
Worked example
### Example 1
Example 1 — MD appointment: Private company appoints Mr. R as MD on 1 April. Answer: File MGT-14 by 30 April (within 30 days).
### Example 2
Example 2 — Bank exemption: XYZ Bank passes a Board resolution u/s 179(3)(f) to grant a corporate loan. Answer: As a banking company, XYZ is exempt from filing under Sec 117 for Sec 179(3)(f).
Using a 30-day window for IFSC companies (it is 60 days).
Forgetting the Sec 179(3)(f) exemption is only for banks, NBFCs, and HFCs.
Stating that resolutions are publicly inspectable under Sec 399.
Confusing company cap (₹2,00,000) with officer cap (₹50,000).
Bare-Act text Section 117 · Companies Act, 2013 · click to expand
Section 117: (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... (2) If any company fails to file the resolution or the agreement... 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... shall be liable to a penalty of ten thousand rupees and in case of continuing failure... subject to a maximum of fifty thousand rupees.