Section 115 of the Companies Act, 2013
Section 115 of the Companies Act, 2013 deals with "Resolutions Requiring Special Notice".
📜 Section 115 – Resolutions Requiring Special Notice
When the Companies Act, 2013 or the company’s articles of association require a “special notice” for passing a resolution, the following conditions apply:
🔹 Key Provisions:
Notice by Members:
The intention to move such a resolution must be given by the members to the company at least 14 days before the meeting, excluding the day of notice and the day of the meeting.
Eligibility of Members:
The notice must be given by:
Members holding not less than 1% of total voting power,
or
Members holding shares on which an aggregate sum of not less than ₹5,00,000 (five lakh rupees) has been paid-up on the date of the notice.
Company’s Responsibility:
Upon receiving such notice, the company must inform its members of the proposed resolution.
This can be done either by:
Sending notice individually, or
Publishing in a newspaper (if individual notice is not practicable), and
Posting on the company’s website (if any).
📝 Examples of Resolutions Requiring Special Notice:
Removal of an auditor before the expiry of his term (Section 140).
Appointment of a new auditor other than the retiring one (Section 140).
Removal of a director before the expiry of his term (Section 169).
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