Q.What is meant by a 'resolution requiring special notice'? Give examples.

For a short list of sensitive resolutions, the Companies Act, 2013 requires the member who wants to move it to give the company advance warning, over and above the ordinary notice of the meeting itself. …

A resolution requiring special notice, dealt with in Section 115 of the Companies Act, 2013, is not a separate category of resolution by voting majority — it is a procedural safeguard attached to a short, specific list of resolutions the Act considers sensitive enough to need extra advance warning before they can even be placed on a meeting's agenda.

How it works:

• A member who wishes to move such a resolution must first give the company a special notice at least 14 clear days before the meeting at which it is to be moved (excluding the day of the notice and the day of the meeting).
• This special notice must be signed by member(s) holding not less than 1% of the total voting power, or holding shares on which an aggregate sum of not less than ₹5 lakh has been paid up, as on the date of the notice.
• On receiving a valid special notice, the company must, where practicable, give its own members notice of the resolution at least 7 days before the meeting, by advertisement or any other mode allowed by the Articles.

Examples of resolutions requiring special notice under the Companies Act, 2013 include:

• Removing an auditor before the expiry of his term of office.
• Appointing an auditor other than the retiring auditor, or providing that a retiring auditor shall not be reappointed. …

A common confusion is treating 'special notice' as the same thing as a 'special resolution' — they are different concepts: special notice is about the advance-warning procedure before moving certain resoluti …