Special Notice under Companies Act 2013 and rules made thereunder

What's a Special Notice:

An intention to move a Resolution, as may be required under the provisions contained in the Companies Act or in the articles of a company, given to the Company in writing.

Legal provisions relating to Special Notice

The provisions relating to "Special Notice" is prescribed under section 115 of the Companies act 2013 and in rule 23 of the Companies (Management and Administration) Rules, 2014.

Who can give such notice?

Notice can be given by 
  1. such number of members holding not less than 1% of total voting power; or 
  2. holding shares on which an aggregate sum of not less than Rs. 5 lakh has been paid up 
on the date of the notice.

Time Limit for Special Notice


Notice shall be sent by the members to the company not earlier than 3 months but at least 14 days before the date of the meeting at which the resolution is to be moved.

While counting the above mentioned time limit - both  the day on which the notice is given and the day of the meeting, will be excluded.

Company's Duty on receipt of Special Notice:

After receipt of notice, company shall give its members notice of the resolution at least 7 days before the meeting.

While counting the above mentioned 7 days - both the day of dispatch of notice and day of the meeting, will be excluded (in the same manner as it gives notice of any general meetings).

Not practicable to give notice in the same manner as it gives notice of any general meetings

In case it is not practicable to give notice in the same manner as it gives notice of any general meetings, the notice shall be 
  • published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated and
  • posted on the website, if any, of the Company.
  • published at least 7 days before the meeting, exclusive of the day of publication of the notice and day of the meeting.
Resolutions requiring Special Notice under Companies Act 2013

(1) Resolution at an annual general meeting appointing as auditor a person other than a retiring auditor, or providing expressly that a retiring auditor shall not be re-appointed, except where the retiring auditor has completed a consecutive tenure of five years or, as the case may be, ten years, as provided under section 139(2). [Section 140(4)]

(2) Resolution to remove a director, or to appoint somebody in place of a director so removed, at the meeting at which he is removed. [Section 169(2)]

(3) In Addition to the above two case, Special Notice will also be required where the articles of a company provide for the giving of a special notice for a resolution in respect of any other specified matters.