Special Notice Under the Companies Act, 2013

Members’ Resolutions under present Act are of three kinds, a) Ordinary, b) Special, and c) Resolutions requiring special notice.

Special notice means that intention to move a resolution at a General Meeting has to be given specifically by the shareholders. It is governed by Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014.

Matters requiring Special Notice:

1. Those prescribed under the Companies Act, 2013 and rules made thereunder: The Companies Act, 2013 prescribes the following matters for which special notice is required to be given by the shareholders-
   • To a appoint a person as auditor other than retiring auditor or providing expressly that the retiring auditor shall not be re-appointed, except where the retiring auditor has completed a consecutive term of 5 or 10 years, as the case may be. [Section 140]
   • To remove s director. [Section 169]
   • To appoint somebody as director in place of the director so removed.[Section 169]

1. Those prescribed by the company’s Articles of Association: Company’s AOA may provide for the matters for which special notice is required under Section 115 of the Companies Act, 2013.

Members eligible to send Notice

Notice shall be given by members holding minimum 1% of the total voting power or shares on which an aggregate sum of not less than Rs. 5, 00,000 has been paid up as on the date of the notice.

Length of Notice

The notice shall be sent not earlier than 3 months but at least 14 days before the date of general meeting. The company shall give its members notice of the resolution at least 7 days before the meeting as prescribed in Rule 23 of the Companies (Management and Administration) Rules, 2014.

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