Section 204, The Companies Act, 2009

(1) Subject to paragraph (b) of subsection (10) of section 42 a printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making of the resolution or agreement as the case may be, be forwarded to the (2) Where pursuant to sections 40 to 42 a company by special resolution alters a provision of its memorandum and the Commission is satisfied that the alteration is not in compliance with the applicable provisions of those sections, it may refuse to file a copy of the resolution in its records, and shall notify the company accordingly; and any person aggrieved by the refusal may appeal to the court within 21 days from the receipt of the notification. (3) A copy of every resolution or agreement 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. (4) This section applies to– (a) special resolutions; (b) resolutions which have been agreed to by all the members of the company, but which , if not so agreed, would not have been effective for their purpose unless as the case may be, they had been passed as a special resolution; (c) 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 purpose, unless they have been passed by some particular majority or otherwise in some particular manner, and all resolutions and agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members; and (d) a resolution requiring the company to be wound up voluntarily, passed under paragraph (a) of subsection (1) of section 402. (5) If a company fails to comply with subsection (3) the guilty of an offence and be liable to a fine not exceeding Le3,000,000. (6) For the purposes of subsections (4) and (5), a liquidator of the company shall be deemed to be an officer of the Resolutions requiring special notice. and copies of resolutions. 152 153