# Circulation of Members' Resolutions [Section 111]

## Concept

While the Board controls the agenda of general meetings, members are given a statutory right under Sec. 111 to propose resolutions and statements for circulation at general meetings.

The number of members required to make this requisition is the same as that required to requisition a general meeting under Sec. 100(2).

## 1. Prerequisites of a Valid Requisition [Sec. 111(2)]

### (a) Written & Signed Requisition

The requisition must be in writing and signed by:

Type of Company	Required Threshold
Company having share capital	Members holding ≥ 1/10th of the paid-up share capital carrying voting rights (as on date of receipt of requisition)
Company not having share capital	Members having ≥ 1/10th of total voting power of all members entitled to vote (as on date of receipt)

### (b) Multiple Copies

Two or more copies of the requisition must together contain signatures of all the requisitionists.

### (c) Time of Deposit at Registered Office

Type of Resolution	Deposit not less than
Requisition requiring notice of a resolution	6 weeks before the meeting
Other resolutions (only statement circulation)	2 weeks before the meeting

### (d) Expense Deposit

A sum reasonably sufficient to meet the company's expenses in giving effect to the resolution must be deposited or tendered (tendering = unconditional offer to pay, no actual payment needed).

### Proviso — AGM Within 6 Weeks

If an AGM is called on a date within 6 weeks of deposit, the timeline need NOT be complied with; the copy is deemed properly deposited. However, if prerequisites are NOT complied with, the company is NOT duty-bound to circulate the notice.

## 2. Duty of Company on Valid Requisition

The company shall:

Give notice to members of any resolution properly moveable and intended to be moved; and
Circulate to members any statement with respect to the matters in the proposed resolution or business.

## 3. Exemption from Circulating a Statement [Sec. 111(4)]

The company is NOT bound to circulate any statement if, on application by the company or any aggrieved person, the Central Government orders that the rights are being abused to secure needless publicity for defamatory matter.

## 4. Order to Bear the Cost

The CG's order may also direct that costs incurred by the company be paid by the requisitionists, even though they are not parties to the application.

## 5. Penalty for Default

If the company fails to comply, the company and every officer in default shall be liable to a penalty of ₹25,000.

Worked example

### Example 1

Example 1 — Threshold: PQR Ltd. has paid-up equity capital of ₹10 crore (with voting rights). Members holding shares worth ₹80 lakh wish to send a requisition under Sec. 111. Is this valid? Answer: No. They must hold at least 1/10th of paid-up voting capital = ₹1 crore. ₹80 lakh is below the threshold.

### Example 2

Example 2 — Timing: Members deposit a valid requisition (with resolution) at the registered office on 1st June, requesting circulation for an AGM scheduled on 1st July. Answer: Only 30 days exist between deposit and meeting — less than the required 6 weeks. However, since AGM is within 6 weeks of deposit, the proviso applies and the requisition is deemed properly deposited.

### Example 3

Example 3 — Defamatory statement: Requisitionists wish to circulate a statement alleging fraud by a director, primarily to embarrass him publicly. The aggrieved director applies to the Central Government. Answer: CG may, by order, declare that the right is being abused for needless publicity for defamatory matter, and the company will not be bound to circulate. CG may also order requisitionists to pay the company's costs.

⚠️ Common exam mistakes

Applying the 6-week deposit timeline even when only a statement (not a resolution requiring notice) is being circulated — the latter needs only 2 weeks.
Forgetting that the company is exempt from circulating if requisitionists do not pre-deposit reasonable expenses.
Confusing the 1/10th of paid-up voting capital threshold with the Sec. 100 (requisition of EGM) requirements — both align here, but students sometimes invoke ⅒th of total share capital instead of paid-up voting capital.
Overlooking that CG can shift costs to requisitionists even though they were not parties to the application.
Treating the penalty as compoundable per officer ad hoc — it is a fixed ₹25,000 on the company AND every officer in default.

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

Section 111 — On requisition in writing of such number of members as required in Section 100, the company shall give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting, and circulate to members any statement with respect to the matters in the proposed resolution. Requisition must be deposited at the registered office not less than 6 weeks before the meeting (resolution) or 2 weeks (other cases). Default attracts a penalty of ₹25,000 on the company and every officer in default.

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