Chapter VII - Management and Administration
Section 115
Section 115: special notice of resolutions
Some resolutions need "special notice" before they can be moved at a general meeting. Section 115 says who can give that notice to the company and requires the company to inform its members.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Where, by any provision contained in this 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.
Introduction
The Act requires special notice for, among others, a resolution at an annual general meeting appointing an auditor other than a retiring auditor (section 140(4)) and a resolution to remove a director (section 169(2)). The articles may add other cases.
Section 115 commenced on 1 April 2014 under S.O. 902(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013.
Key takeaways
When it applies
Wherever the Act or the articles require special notice of a resolution.
Who gives notice
Members holding not less than one per cent of total voting power, or holding shares on which an aggregate sum not exceeding five lakh rupees, as prescribed, has been paid up.
Company’s duty
The company must give its members notice of the resolution in the prescribed manner.
Who may give special notice
Where any provision of the Act or the articles requires special notice of a resolution, notice of the intention to move it must 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.
Notice to members
The company must then give its members notice of the resolution in such manner as may be prescribed. The timing and manner are in rules made under the Act, which this guide does not reproduce; check the current rules before the meeting.
Where special notice is needed
Examples in the Act include a 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 (section 140(4)), and a resolution to remove a director under section 169 (section 169(2)).
Practical preparation
Check whether the resolution needs special notice under the Act or the articles; verify that the members giving notice meet the voting-power or paid-up threshold; record the date the notice was received; give members notice in the prescribed manner and time; for removal of a director or change of auditor, also follow the specific procedure in section 169 or section 140.
Practical checklist
Do
- Verify the shareholding of the members who give special notice.
- Diarise the deadlines under the current rules as soon as notice is received.
Avoid
- Do not move a resolution that needs special notice without it.
Illustrative example
Hypothetical: shareholders seek to remove a director
Shareholders holding two per cent of the voting power want to remove a director at the next general meeting.
Special notice
They give the company notice of their intention to move the removal resolution, as section 169(2) requires special notice.
Company notice
The company gives its members notice of the resolution in the prescribed manner.
Section 169
The company follows the rest of the section 169 procedure, including the director’s right to be heard.
Outcome
- The resolution can be validly moved at the meeting.
Glossary
- Special notice
- Advance notice to the company, by qualifying members, of the intention to move a resolution.
- Voting power
- The votes attached to the shares held, as a share of the total votes.
Frequently asked questions
Who can give special notice?
Members holding at least one per cent of total voting power, or holding shares on which the prescribed aggregate sum, not exceeding five lakh rupees, has been paid up.
Which resolutions need special notice?
Those for which the Act or the articles require it, such as removal of a director under section 169 or appointing a new auditor in place of a retiring auditor under section 140(4).
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026