Chapter VII - Management and Administration
Section 111
Section 111: circulation of members’ resolutions
Section 111 lets members holding the requisition threshold under section 100 make the company give notice of their resolution and circulate their statement for a meeting.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(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 (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. (3) The company shall not be bound to circulate any statement as required by clause (b) of sub-section (1), if on the application either of the company or of any other person who claims to be aggrieved, the Central Government, by order, declares that the rights conferred by this section are being abused to secure needless publicity for defamatory matter. (4) An order made under sub-section (3) may also direct that the cost incurred by the company by virtue of this section shall be paid to the company by the requisitionists, notwithstanding that they are not parties to the application. (5) If any default is made in complying with the provisions of this section, the company and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees.
Introduction
The requisition must be deposited at the registered office six weeks before the meeting for a resolution, or two weeks for anything else, with a sum reasonably sufficient for the company’s expenses.
Section 111 came into force on 12 September 2013 under S.O. 2754(E). It has not been amended.
Key takeaways
Who can requisition
Members of the number required in section 100.
Deadlines
Six weeks before the meeting for a resolution; two weeks for any other requisition. An AGM called within six weeks of deposit cures lateness.
Abuse safeguard
The Central Government may relieve the company of circulating a statement used for needless publicity of defamatory matter.
What the company must do
On a written requisition by members of the number required in section 100, the company must give members notice of any resolution that may properly be moved and is intended to be moved at a meeting, and circulate any statement on the proposed resolution or business (sub-section (1)).
Conditions for the requisition
The company is not bound unless a signed copy of the requisition (or copies that together carry all signatures) is deposited at the registered office not less than six weeks before the meeting for a resolution, or two weeks for other requisitions, and a sum reasonably sufficient for the company’s expenses is deposited or tendered (sub-section (2)). If an AGM is called for a date within six weeks after a resolution requisition was deposited, the requisition is deemed properly deposited.
Abuse, costs and penalty
On application by the company or an aggrieved person, the Central Government may order that the company need not circulate a statement, if the right is being abused to secure needless publicity for defamatory matter, and may direct the requisitionists to pay the company’s costs (sub-sections (3) and (4)). Default makes the company and every officer in default liable to a penalty of twenty-five thousand rupees (sub-section (5)).
Exemptions and practical checklist
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Check the requisitionists meet the section 100 threshold. Date-stamp the deposit and compare it with the meeting date. Confirm the expense deposit. Send the notice and statement to members.
Practical checklist
Do
- Date-stamp requisitions on receipt.
- Estimate and request a sum reasonably sufficient for expenses.
Avoid
- Do not refuse a valid requisition because it arrived late if an AGM was then called within six weeks.
- Do not suppress a statement without a Central Government order.
Illustrative example
Hypothetical: AGM called soon after deposit
Qualifying members deposit a resolution requisition. Three weeks later the Board calls the AGM for a date five weeks after the deposit.
Timing
The requisition was not deposited six weeks before the meeting.
Proviso
Because the AGM was called for a date within six weeks of deposit, it is deemed properly deposited.
Circulate
The company gives notice of the resolution with the AGM notice.
Outcome
- The members’ resolution is validly put to the AGM.
Glossary
- Requisition
- A written demand by qualifying members under section 111.
- Requisitionists
- The members who sign the requisition.
Frequently asked questions
How early must a resolution requisition be deposited?
Not less than six weeks before the meeting, subject to the AGM proviso.
Who pays for circulation?
The requisitionists deposit or tender a sum reasonably sufficient to meet the company’s expenses.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026