Cos 111 — Circulation of members’ resolution

Companies Act, 2013

Statutory text

(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.

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