Resolutions requiring Special Notice

Section 115 of the Companies Act, 2013 requires members to give special notice on certain resolutions/matters prescribed in the act or in articles of association of the company.
Where, by any provision contained in the Act or in the articles of a company, special notice is required of any resolution, notice of the intention to move such resolution shall be given to the company by such number of members holding not less than one per cent of total voting power or holding shares on which such aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed.

Following are the matters/resolutions which require special notice by members

  • Appointment of auditor other than the retiring auditor at an Annual General Meeting [section 140(4)]
  • Resolution for expressly providing that a retiring auditor shall not be reappointed at an Annual General Meeting [section 140(4)]
  • Removal of a director [section 169(2)]
  • Appointment of a person in place of a director so removed [section 169(2) and (5)]
  • Resolutions/matters specified in the Articles of Association of the company which demand special notice from members [section 115]

Sreenu T

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