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.
Legal Commentary & Landmark Judgments: Section 111
Section 111 of the Companies Act, 2013 establishes the statutory mechanism compelling a company to circulate proposed member resolutions and explanatory statements to the entire general body, operationalizing shareholder democracy while safeguarding against abusive or defamatory propaganda.
When drafting a members' requisition under Section 111, ensure precise calculation of the six-week advance window prior to the scheduled AGM and tender a bank draft towards estimated circulation expenses. If corporate management refuses circulation alleging defamatory contents, preemptively approach the NCLT under Section 111(4) or Section 241, demonstrating that the resolution addresses legitimate corporate governance, mismanagement, or director removal matters and cannot be silenced under the pretext of defamation.