Section 111: Circulation of members’ resolution
This section is for requiring companies to circulate members' resolutions and related statements to members under certain conditions.
Penalty
(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.
The section, clause by clause
What the section says
In plain terms
(1)A company shall, on requisition in writing of such number of members, as required in section 100,—
A company must give notice to members of any resolution and circulate any statement related to the proposed resolution or business to be dealt with at a meeting, on written requisition by the required number of members.
(1)(a)give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting; and
(1)(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—
The company is not required to give notice or circulate a statement unless a signed copy of the requisition is deposited at the registered office at least six weeks before the meeting for a resolution, or two weeks before for other requisitions, and a sum is deposited to cover expenses.
(2)(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,—
(2)(a)(i)in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting;
(2)(a)(ii)in the case of any other requisition, not less than two weeks before the meeting; and
(2)(b)there is deposited or tendered with the requisition, a sum reasonably sufficient to meet the company’s expenses in giving effect thereto:
provisoProvided 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.
The company does not have to circulate a statement if the Central Government orders that the rights conferred by this section are being abused for needless publicity of 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.
The Central Government may direct the requisitionists to pay the company's costs incurred due to this section, in addition to making an order under sub-section (3).
(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.
If a company or its officers fail to comply with this section, they will be liable to a penalty of twenty-five thousand rupees.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. The Proviso ins. by Act 1 of 2018, s. 29 (w.e.f. 9-2-2018).
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.