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 (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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