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Special Notice under Section 115 of Companies Act 2013: Notes

What is Special Notice?

A special notice is the notice of 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.

Relevant Provisions

Refer the provisions relating to Special Notice as prescribed under:
• Section 115 of the Companies Act, 2013 and
• Rule 23 of the Companies (Management and Administration) Rules, 2014.

special notice under section 115 of the companies act 2013

Who can serve the special notice?

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

Special notice shall be signed by the members either individually or collectively, as necessary.

Time Limit

Special 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.

For the calculation of 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

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

The special notice shall be served in the same manner as the company gives notice of any general meetings.

For the calculation of the above mentioned time limit of 7 days - both the day of dispatch of notice and day of the meeting will be excluded.

Notice Publication

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;
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

(1) Resolution at an AGM 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 5 years or, as the case may be, 10 years, as provided under section 139(2). [Ref: Section 140(4)]

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

(3) In any other cases as required under the provisions of the articles of association of a company requiring the serving of special notice for some resolutions as mentioned in the articles specifically.


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