05 October 2010
There are certain matters specified in the Companies Act, 1956 which may be discussed at a general meeting only if a Special Notice is given. A special notice enables the members to be prepared on the matter to be discussed and gives them time to indicate their views on the resolution. Where the Special Notice of resolution is required by the Companies Act, 1956 or by the articles of a company, the intention to propose such a resolution must be notified to the company at least 14 days before the meeting at which it is to be moved,exclusive of the day on which the notice is served or deemed to be served and the day of the meeting. The company must within 7 days before the meeting give the notice of the proposed resolution to its members. Notice of the resolution is required to be given in the same way in which notice of a meeting is given, or if that is not practicable, the company may give notice by advertisement in a newspaper having an appropriate circulation or in any other manner allowed by the articles, not less 7 days before the meeting.
Special Notice is required to be given under the following provisions of the Act:-
1)To fill a casual vacancy in the office of Auditor under Sections 224(5)(a),(6)(a) and (7);
2)To reappoint as Auditor a retiring auditor who was appointed by the directors to fill a casual vacancy under sections 224(5)(a) and (6)(a);
3)To remove an auditor u/s 225;
4)To appoint as auditor a person other than a retiring auditor u/s 225;
5)stand for directorship be a person other than retiring director 14 days notice required u/s 257(1);
6)To remove a director u/s 284;
7)To appoint a person to fill the vacancy caused by the dismissal of a director u/s 284 at the same meeting;
8)Where the articles of a company provide for the giving of a special notice for a resolution, in respect of any specified matter or matters.
#Please note that a resolution requiring special notice may be passed either as an ordinary resolution (Simple majority) or as a special resolution (75 % majority).
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