Special Notice

A special notice is a formal notice that members must give to a company, well ahead of a general meeting, signalling their intention to move certain resolutions that the Companies Act, 2013 treats as sensitive. It is not a right every member enjoys automatically: it is a threshold-based right that only members meeting a minimum voting-power or paid-up-value bar can exercise, whether one qualifying member acts alone or several act together. The design ensures the board and other shareholders get advance warning before a contentious resolution reaches the floor. Special notice is governed by Section 115 of the Companies Act, 2013, read with Rule 23 of the Companies (Management and Administration) Rules, 2014.

Who can give it

The notice must be signed, individually or collectively, by members holding not less than 1% of the total voting power, or holding shares on which an aggregate sum of at least Rs 5 lakh has been paid up as on the date of the notice.

Timeline

• Members send the special notice to the company not earlier than three months, but at least 14 days, before the meeting (excluding the day of notice and the day of the meeting).
• The company must then notify all members of the resolution at least 7 days before the meeting, in the same manner as any general-meeting notice. If that is impracticable, it publishes the notice by advertisement or as the articles permit.

Resolutions that require it

• Appointing an auditor other than the retiring auditor, or providing that the retiring auditor will not be re-appointed, under Section 140(4).
• Removing a director before the expiry of the term, and appointing someone in that director's place, under Section 169.
• Any other matter the articles of association expressly require special notice for.