# Circulation of Members' Resolutions [Section 111]
## Rationale
Normally the Board sets the agenda. Section 111 lets members insert resolutions/statements on the agenda, so the Board cannot block legitimate shareholder concerns.
## Who can requisition? (Same threshold as Section 100(2))
Company with share capital: Members holding at least 1/10th of the paid-up share capital carrying voting rights.
Company without share capital: Members holding at least 1/10th of total voting power.
## What can be requisitioned?
The company must:
1. Give notice to members of any resolution the requisitionists intend to move; AND/OR
2. Circulate a statement with respect to matters in the proposed resolution or any business at the meeting.
## Procedural Requirements
2 or more copies of the requisition, signed by all requisitionists, must be deposited at the registered office:
For a resolution: at least 6 weeks before the meeting.
For a statement only: at least 2 weeks before the meeting.
A sum sufficient to meet company's expenses must be deposited.
## Exception to the Time Limit
The 6-week / 2-week timing need not be complied with if the AGM is called within 6 weeks after the copies are delivered (prevents the company from defeating the requisition by hastily calling an AGM).
## Circulation Not Required if Abusive
The company need not circulate a statement if, on application by the company or any aggrieved person, the Central Government is satisfied that the rights are being abused for needless publicity for defamatory matter. CG may also direct that costs incurred by the company be paid by the requisitionists.
## Punishment for Default
Company and every officer in default: penalty of ₹25,000.
Worked example
### Example 1
Example: ABC Ltd. (share capital ₹1 crore) is convening its AGM on 30 September 2026. Members holding ₹15 lakh (15%) want to (a) propose a resolution and (b) circulate a statement.
Solution: Holding 15% > 10% threshold ✓. For the resolution: at least 6 weeks before AGM → by 19 August 2026. For the statement: at least 2 weeks before → by 16 September 2026. They must also deposit a sufficient sum to meet circulation expenses.
⚠️ Common exam mistakes
Confusing Section 111 (insert items on existing meeting) with Section 100 (requisition a fresh EGM).
Forgetting the 'AGM within 6 weeks' carve-out.
Failing to deposit a sufficient sum.
Believing the company can refuse abusive requisitions on its own — only the Central Government can declare a statement abusive.
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,— (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. (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 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, 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, shall be deemed to have been properly deposited. (4) If any default is made, the company and every officer in default shall be liable to a penalty of twenty-five thousand rupees.