valid as on 19/03/2019

Section 115.Resolutions requiring special notice.
Effective from 01-04-2014

Where, by any provision contained in this Act or in the  of a , 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  holding not less than one per cent of or holding on which such aggregate sum not exceeding five lakh rupees, , has been paid-up and the company shall give its members notice of the resolution in such  

2(5) Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act
2(20) Company means a company incorporated under this Act or under any previous company law
2(55) Member in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

 2(89) Total voting power, in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes
2(84) Share means a share in the share capital of a company and includes stock
 Refer rule 23, of the Companies (Management & Administration) Rules, 2014. To view the rule,Click Here
 Refer rule 23, of the Companies (Management & Administration) Rules, 2014. To view the rule,Click Here

7.1.23-Companies (Management & Administration) Rules,2014

23. Special Notice.-

(1) A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one percent of total voting power or holding shares on which an aggregate sum of    not less than five lakh rupees has been paid up on the date of the notice.

(2) The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting.

(3) The company shall immediately after receipt of the notice, give its members notice of the resolution at least seven days before the meeting , exclusive of the day of dispatch of notice and day of the meeting , in the same manner as it gives notice of any general meetings.

(4) Where it is not practicable to give the 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 and such notice shall also be posted on the website, if any, of the Company.

(5) The notice shall be published at least seven days before the meeting, exclusive of the day of publication of the notice and day of the meeting.

Substituted vide the Companies (Management and Administration) Amendment Rules, 2015 dated 28.08.2015. To view the Notification, Click Here.
Substituted vide notification no. G.S.R. 537(E) dated 24th July 2014.To view the notification,Click Here

Companies (Management and Administration) Amendment Rules, 2015 dated 28/08/2015


Companies (Management and Administration) Second Amendment Rules, 2014 [GSR 537 (E)] dated 24/07/2014


Enforcement Notification S.O. 902(E) dated 26/03/2014


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