Resolution Requiring Special Notice (Section 115)

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.



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