## Section 111 — Circulation of Members' Resolutions
### Object of the Section
This section gives minority members a mechanism to compel the company to:
1. Give notice of a resolution which they intend to move at the next general meeting, AND/OR
2. Circulate a statement of not more than 1,000 words with respect to any matter to be dealt with at the meeting.
It prevents the management from blocking dissenting voices simply because they control the agenda.
### Who can requisition?
A company shall, on the requisition in writing of:
Such number of members as is required under Section 100 (i.e. minimum requisitionists for an EGM — namely, members holding not less than 1/10th of the paid-up share capital carrying voting rights OR not less than 1/10th of total voting power in case of a company without share capital),
…give notice to members of any resolution that may be properly moved and intended to be moved at the meeting, and circulate to members any statement (≤1,000 words) on the matter.
### Conditions for the Company to be bound (sub-sec. 2)
The company is bound to act only when ALL of the following are satisfied:
(a) A signed copy of the requisition is delivered to the company.
For a requisition requiring notice of resolution → delivered at least 6 weeks before the meeting.
For any other requisition (statement only) → delivered at least 2 weeks before the meeting.
(b) Deposited at the Registered Office of the company.
(c) Sum reasonably sufficient to meet the company's expenses in giving effect to it is deposited along with the requisition.
### When the company need NOT circulate the statement
The company is not bound to circulate the statement if, on the application of the company or any aggrieved person, the Tribunal is satisfied that the rights conferred are being abused to secure needless publicity for defamatory matter.
### Quick recall — timelines
Requisition type
Minimum advance notice
Notice of resolution to be moved
6 weeks before meeting
Statement (only) on a matter
2 weeks before meeting
### Connect with other sections
Sec. 100 — Calling of EGM by requisitionists (same threshold of membership)
Sec. 102 — Statement annexed to notice (explanatory statement for special business)
Worked example
### Example 1
Example — Requisition for a resolution
The AGM of LMN Ltd. is scheduled for 30th September. A group of members holding 12% of paid-up voting capital wishes to move a resolution at that AGM and requisitions the company.
Solution: For the company to be bound to give notice of the resolution, the signed requisition must be delivered at the Registered Office at least 6 weeks before 30th September, i.e. by 18th August, together with a sum sufficient to meet the company's circulation expenses. The members meet the 1/10th threshold (12% > 10%), so they are validly competent under Sec. 100 read with Sec. 111.
### Example 2
Example — Statement only (no resolution)
Members of PQR Ltd. holding 10% voting power wish only to circulate a statement (under 1,000 words) about an item already on the AGM agenda.
Solution: The requisition must be deposited at the Registered Office at least 2 weeks before the meeting, signed, accompanied by the necessary expense deposit.
⚠️ Common exam mistakes
Confusing the 6-week and 2-week timelines — 6 weeks for a RESOLUTION requisition, 2 weeks for a STATEMENT-only requisition.
Forgetting the requirement to deposit a sum sufficient to meet company's expenses — without this, the company is not bound to act.
Forgetting that the membership threshold is borrowed from Section 100 (1/10th of paid-up voting capital).
Assuming circulation must be done irrespective of content — the Tribunal can excuse circulation if the statement is being used to secure needless publicity for defamatory matter.
Bare-Act text Section 111 · Companies Act, 2013 · click to expand
Section 111 — Circulation of members' resolution.
(1) A company shall, on requisition in writing of such number of members, as required in section 100, give notice to members of any resolution which may be properly moved and is intended to be moved at a meeting; and circulate to members any statement with respect to the matters referred to in proposed resolution or business to be dealt with at that meeting.
(2) A company shall not be bound under this section to give notice of any resolution or to circulate any statement unless—
(a) a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company,—
(i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting;
(ii) in the case of any other requisition, not less than two weeks before the meeting; and
(b) there is deposited or tendered with the requisition, a sum reasonably sufficient to meet the company's expenses in giving effect thereto:
Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called on a date within six weeks after the copy has been deposited, the copy, although not deposited within the time required by this sub-section, shall be deemed to have been properly deposited for the purposes thereof.