# Circulation of Members' Resolution

## Purpose

This provision allows the machinery of the company to be used by members who:

1. Want to propose a resolution at the company's next AGM, OR

2. Desire to circulate to members any statement on any matter referred to in a proposed resolution or any business to be dealt with at any general meeting

It empowers members (who individually may not have a strong voice) to put their views before fellow members through company-funded circulation.

## Deposit of Requisition

The requisition must be deposited at the registered office of the company:

Situation	Minimum Notice Period
If requisition requires issue of notice of a resolution	At least 6 weeks before the meeting
Other cases (e.g., circulating a statement)	At least 2 weeks before the meeting

## Cost of Circulation

Circulation is at the expense of the requisitionists (members making the request), not the company. This prevents frivolous demands.

## Company's Duty to Circulate

The company must circulate the notice/statement among members.

### Exceptions — Company is Excused

The company may apply to the Tribunal to be excused if:

1. The right to circulate is being abused — a person is securing needless publicity for defamatory matter, OR

2. In the case of banking companies, the circulation would injure the company's interests

## Why This Provision Matters

It is a shareholder democracy safeguard — it prevents the Board from monopolising the agenda and gives minority members a way to bring matters to general attention.

## Key Takeaway

Remember the 6 weeks vs 2 weeks distinction. Also remember: cost falls on the requisitionist, not the company.

Worked example

### Example 1

Example 1 — Timing:

Mr. A, a member of ABC Ltd., wants the company to circulate a resolution to be proposed at the AGM scheduled for 30th September. By when must he deposit the requisition?

Solution: Since this requires issue of notice of a resolution, requisition must be deposited at least 6 weeks before the meeting — i.e., by mid-August at the latest.

### Example 2

Example 2 — Costs:

A group of 100 small shareholders wants to circulate a statement criticising the Board's strategy. Who bears the printing and postage cost?

Solution: The requisitionists bear the cost, not the company. This is a deliberate check on frivolous use of this provision.

⚠️ Common exam mistakes

Swapping the 6 weeks and 2 weeks timelines
Assuming the company bears the cost — it is the requisitionist's expense
Forgetting the exceptions (defamatory matter, banking companies)
Confusing this with a requisitioned meeting (Section 100) — these are different mechanisms

Bare-Act text Section 111 · Companies Act, 2013 · click to expand

A company shall, on the requisition in writing of such number of members, as required in section 100,— (a) give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting; and (b) circulate to members any statement with respect to the matters referred to in proposed resolution or business to be dealt with at that meeting.

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