# Circulation of Members' Resolution and Statements
## Big Picture
Section 111 lets a minority of members compel the company to circulate their proposed resolutions / supporting statements before a meeting — a minority-protection right.
## 1. Prerequisites of a Valid Requisition
### A. Who Can Requisition?
| Type of Company | Threshold |
|---|---|
| With share capital | Members holding ≥ 1/10th of PUSC with voting rights |
| Without share capital | Members holding ≥ 1/10th of total voting power |
### B. Form
- Must be in writing & signed.
- May be split across two or more copies, each carrying signatures.
### C. Time Limit for Deposit
| Type of Resolution | Deposit at least... |
|---|---|
| Resolutions requiring notice | 6 weeks before meeting |
| Other resolutions | 2 weeks before meeting |
### D. Deposit of Sufficient Sum
A sum reasonably sufficient for company's expenses must be deposited or tendered. If tendered, an unconditional offer to pay suffices.
## 2. Relaxation when AGM is Imminent
- If an AGM is convened within 6 weeks after deposit, requisition is deemed properly deposited even if not within prescribed time.
- But all other prerequisites must still be met.
## 3. Duties of the Company
- Give notice to members of any requisitioned resolution.
- Circulate a statement of reasonable length regarding the proposed resolution/business.
## 4. Exception — When Company Need Not Circulate
If the Central Government (via the Regional Director) declares the right is being abused for defamatory publicity, the company need not circulate.
## 5. Costs Order
The order may direct requisitionists to bear the company's costs, even if not parties.
## 6. Penalty for Default
Company or any officer in default → ₹25,000 penalty.
## Quick Recall Box
- Threshold: 1/10th PUSC / voting power
- Time: 6 weeks (notice resolutions) / 2 weeks (other)
- Penalty: ₹25,000
- Safety valve: CG/RD can stop misuse for defamatory matter.