Companies Act 2013 Section 97

Companies Act 2013 Section 97 mandates that certain resolutions and agreements passed or entered into by a company must be filed with the Registrar of Companies (RoC). This provision ensures transparency and public record of significant corporate decisions and contracts.

Understanding Section 97 is crucial for directors, shareholders, company secretaries, and legal professionals to maintain compliance and avoid penalties. It plays a vital role in corporate governance by providing public access to key company decisions and agreements.

Companies Act Section 97 – Exact Provision

This section requires companies to file specific resolutions and agreements with the RoC within thirty days. It applies mainly to resolutions passed under sections 179(3) and 180, which relate to board powers and restrictions. The RoC maintains these documents for public inspection, promoting transparency.

• Mandates filing of certain board resolutions and agreements.

• Filing must occur within 30 days of passing or execution.

• Ensures public access to key corporate decisions.

• Applies to resolutions under sections 179(3) and 180.

• Non-compliance may attract penalties.

Explanation of Companies Act Section 97

Section 97 outlines the filing requirements for specific company resolutions and agreements with the Registrar of Companies.

• Requires filing of resolutions under section 179(3) and section 180 agreements.

• Applies to companies, their boards, and officers responsible for compliance.

• Filing must be done within 30 days of resolution or agreement.

• Permits public inspection of filed documents upon payment of fees.

• Prohibits delay or failure in filing these documents.

Purpose and Rationale of Companies Act Section 97

The section aims to strengthen corporate governance by ensuring transparency of important company decisions and agreements.

• Enhances accountability of company boards and officers.

• Protects shareholders and stakeholders by providing access to key documents.

• Promotes transparency in corporate decision-making.

• Prevents concealment of critical resolutions and agreements.

When Companies Act Section 97 Applies

This section applies whenever a company passes resolutions or enters agreements under specified provisions.

• Applicable to all companies passing resolutions under section 179(3) or agreements under section 180.

• Filing must be done within 30 days of the event.

• Companies of all sizes must comply.

• No exemptions for private or public companies.

Legal Effect of Companies Act Section 97

Section 97 creates a mandatory obligation to file certain resolutions and agreements with the RoC. This filing creates a public record, impacting corporate transparency and compliance.

Failure to comply can lead to penalties under the Act. The provision interacts with MCA rules governing electronic filing and document inspection.

• Creates mandatory filing duties for companies.

• Ensures public availability of key corporate documents.

• Non-compliance attracts penalties and legal consequences.

Nature of Compliance or Obligation under Companies Act Section 97

Compliance with Section 97 is mandatory and time-bound. It is a one-time obligation for each resolution or agreement covered.

The responsibility lies primarily with company directors and officers, often delegated to company secretaries. This obligation impacts internal governance by enforcing timely documentation.

• Mandatory and conditional on passing relevant resolutions.

• One-time filing obligation per resolution or agreement.

• Responsibility of directors and company officers.

• Supports internal governance and regulatory compliance.

Stage of Corporate Action Where Section Applies

Section 97 applies after the board passes a resolution or the company enters into an agreement requiring filing.

• Post-board decision stage.

• Within 30 days of passing resolution or executing agreement.

• Filing and disclosure stage with Registrar of Companies.

• Ongoing compliance for every applicable resolution or agreement.

Penalties and Consequences under Companies Act Section 97

Non-compliance with Section 97 attracts monetary penalties and may affect company officers.

The Act prescribes fines for late or non-filing. Persistent default could lead to additional fees or legal action, including disqualification of directors in severe cases.

• Monetary fines for delay or failure in filing.

• Possible additional fees for continued default.

• Director disqualification in extreme non-compliance.

Example of Companies Act Section 97 in Practical Use

Company X passed a board resolution under section 179(3) to borrow funds exceeding its limits. The company secretary filed the resolution with the RoC within 30 days, ensuring compliance.

In contrast, Director Y failed to file a similar resolution on time, resulting in penalties and a warning from the Registrar.

• Timely filing avoids penalties and ensures transparency.

• Failure to file can lead to legal and financial consequences.

Historical Background of Companies Act Section 97

Section 97 was introduced in the 2013 Act to enhance transparency compared to the 1956 Act, which had limited filing requirements.

The provision reflects reforms aimed at improving corporate governance and public access to company decisions.

• Replaced limited filing provisions under the 1956 Act.

• Introduced to align with modern governance standards.

• Strengthened public inspection rights and compliance.

Modern Relevance of Companies Act Section 97

In 2026, Section 97 remains crucial due to digital filing systems and increased regulatory scrutiny.

Companies use the MCA portal for e-filing, ensuring faster compliance and public access. The section supports governance reforms and transparency trends.

• Supports digital compliance via MCA e-filing portal.

• Enhances governance through public document access.

• Remains vital for transparency and regulatory adherence.

Related Sections

• Companies Act Section 2 – Definitions relevant to corporate entities.

• Companies Act Section 179 – Powers of the Board.

• Companies Act Section 180 – Restrictions on Board powers.

• Companies Act Section 403 – Penalties for non-compliance.

• Companies Act Section 92 – Annual return filing.

• SEBI Act Section 11 – Regulatory oversight for listed companies.

Case References under Companies Act Section 97

No landmark case directly interprets this section as of 2026.

Key Facts Summary for Companies Act Section 97

• Section: 97

• Title: Filing of Resolutions and Agreements

• Category: Compliance, Governance

• Applies To: Companies, Directors, Officers

• Compliance Nature: Mandatory, Time-bound filing

• Penalties: Monetary fines, possible disqualification

• Related Filings: Resolutions under Sections 179(3), 180

Conclusion on Companies Act Section 97

Section 97 is a key compliance requirement ensuring that significant board resolutions and agreements are filed with the Registrar of Companies. This fosters transparency and accountability in corporate governance.

Companies must prioritize timely filing to avoid penalties and maintain good standing. The provision supports public trust by making important corporate decisions accessible for inspection.

FAQs on Companies Act Section 97

What types of resolutions must be filed under Section 97?

Resolutions passed under section 179(3) and agreements under section 180 must be filed with the Registrar within 30 days.

Who is responsible for filing the resolutions?

The company’s directors or officers, often the company secretary, are responsible for timely filing with the Registrar of Companies.

What happens if a company fails to file on time?

Failure to file within 30 days attracts monetary penalties and may lead to additional legal consequences for officers.

Can the public inspect the filed resolutions?

Yes, the Registrar keeps the filed resolutions and agreements available for public inspection during business hours on payment of a prescribed fee.

Is Section 97 applicable to all types of companies?

Yes, Section 97 applies to all companies passing relevant resolutions or agreements, regardless of size or type.