Resolution Requiring Special Notice (Section 115)
There are some resolutions, which can be moved at a meeting only if its proposers have given a prior notice to the company in this regard. Such resolutions are deemed as resolutions requiring special notice.
A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than 1% of total voting power or holding shares on which an aggregate sum of not less than 5 lakh has been paid up on the date of the notice.
The proposers should give prior notice to the company, not earlier than 3 months but at least 14 days before the meeting, exclusive of the day on which the notice is served and the day of the meeting.
The Companies Act, 2013 requires a special notice to be given in respect of the following resolutions:-
- For a resolution to remove a director before the expiry of his period of office.
- For a resolution to appoint another director in place of the removed director.
- For a resolution at an AGM to provide that a retiring auditor shall not be re-appointed. (Section 140)
- For a resolution at an AGM appointing an auditor, a person other than a retiring auditor.
- Where the articles of a company provided for the giving of the special notice for a resolution in respect of any specified matters or matters.
Read more at Startupchoice.com