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Section 115: Resolutions requiring special notice

Companies Act • Official Statutory Text & Practice Guide

Statutory Regulation
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Act 2013
Section 114 All 470 Sections of Companies Act Section 116
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Legal Commentary & Landmark Judgments: Section 115

Section 115 of the Companies Act, 2013 specifies the procedural threshold and strict notice timelines governing resolutions requiring special notice, providing an essential procedural check before general meetings can vote on radical changes such as the premature removal of a director or the replacement of a statutory auditor.

  • Qualifying Requisition Threshold: Notice of intention to move a resolution requiring special notice must be given to the company by members holding not less than one per cent of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees has been paid up.
  • Strict Dual-Notice Timeline: The requisitionists must serve the special notice on the company not earlier than three months but at least fourteen clear days before the meeting; upon receipt, the company must transmit notice of the resolution to all members at least seven clear days before the meeting, or publish it in newspapers.
  • Statutory Trigger Scenarios: Special notice is statutorily mandatory under Section 140(4) for appointing an auditor other than the retiring auditor or resolving that the retiring auditor shall not be reappointed, and under Section 169(2) for removing a director before the expiration of his tenure.
Key Landmark Precedents:
  • LIC of India v. Escorts Ltd., (1986) 1 SCC 264: The Supreme Court held that every shareholder satisfying the requisite statutory shareholding threshold possesses an unfettered democratic right to issue special notice under Section 190 (now Section 115) to remove a director, without any legal obligation to state reasons in the requisition.
  • B. Sivaraman v. Egmore Benefit Society Ltd., (1992) 75 Comp Cas 198 (Mad): The Madras High Court held that the fourteen-day notice requirement under Section 115 is mandatory and jurisdictional; failure to circulate the special notice to all members vitiates the subsequent general meeting resolution and renders the removal of a director void.
Courtroom Practice & Strategic Litigation Guidance:

In director removal disputes under Section 169 read with Section 115, compute the 14-day statutory timeline by strictly excluding the day of service and the day of the meeting. An affected director must immediately petition the NCLT under Section 241/242 or Section 169 for an injunction if the company failed to transmit the special notice or failed to afford him the statutory opportunity to circulate written representations under Section 169(3).

Section 114 All 470 Sections of Companies Act Section 116