The Companies Act, 1956
192. Registration of certain resolutions and agreements.
(1) A copy of every resolution 1 [(together with a copy of the statement of material facts annexed under section 173 to the notice of the meeting in which such resolution has been passed)] or agreement to which this section applies shall, within 2 [thirty] days after the passing or making thereof, be printed or typewritten and duly certified under the signature of an officer of the company and filed with the Registrar who shall record the same.
(2) Where articles have been registered 3 [a copy of every resolution referred to in sub-section (1) which has the effect of altering the articles and a copy of every agreement referred to in that sub-section] for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement.
(3) Where articles have not been registered, a printed copy of every 4 [resolution or agreement referred to in sub-section (1)] shall be forwarded to any member at his request, on payment of one rupee.
(4) 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;
5 [***]
(e) resolutions or agreements which have been agreed to by all the members of any class of shareholders but which, if not so agreed to, would not have been effective for their purposes unless they had been passed by some particular majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind all the members of any class of a shareholders though not agreed to by all those members;6 [***]
7 [(ee) resolution passed by a company
(i) according consent to the exercise by its Board of directors of any of the powers under clause (a), clause (d) and clause (e) of sub-section (1) of section 293;
(ii) approving the appointment of sole selling agents under 8 [section 294 or section 294AA];]
(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of sub-section (1) of section 484; and
9 [(g) copies of the terms and conditions of appointment of a sole selling agent appointed under section 294 or of a sole selling agent or other person appointed under section 294AA.]
(5) If default is made in complying with sub-section (1), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to 10 [two hundred rupees] for every day during which the default continues.
(6) If default is made in complying with sub-section (2) or (3), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to 11 [one hundred rupees] for each copy in respect of which default is made.
(7) For the purposes of sub-sections (5) and (6), the liquidator of a company shall be deemed to be an officer of the company.
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1. Ins. by Act 65 of 1960, sec. 51 (w.e.f. 28-12-1960).
2. Subs. by Act 31 of 1965, sec. 62 and Sch., for “fifteen” (w.e.f. 15-10-1965).
3. Subs. by Act 65 of 1960, sec. 51, for “a copy of every such resolution or agreement” (w.e.f. 28-12-1960).
4. Subs. by Act 65 of 1960, sec. 51, for “such resolution or agreement” (w.e.f. 28-12-1960).
5. Clause (d) omitted by Act 53 of 2000, sec. 79 (w.e.f. 13-12-2000).
6. The word “and” omitted by Act 65 of 1960, sec. 51 (w.e.f. 28-12-1960).
7. Ins. by Act 65 of 1960, sec. 51 (w.e.f. 28-12-1960).
8. Subs. by Act 41 of 1974, sec. 16, for “section 294” (w.e.f. 1-2-1975).
9. Ins. by Act 41 of 1974, sec. 16 (w.e.f. 1-2-1975).
10. Subs. by Act 53 of 2000, sec. 79, for “twenty rupees” (w.e.f. 13-12-2000).
11.Subs. by Act 53 of 2000, sec. 79, for “ten rupees” (w.e.f. 13-12-2000). 1.
