# Resolutions Requiring Special Notice (Sec 115)
## 1. What is 'Special Notice'?
Where the Act/AoA requires special notice before moving certain resolutions, members proposing the resolution must give advance intimation to the company.
## 2. Who Can Give Special Notice?
Members holding either:
- ≥ 1% of total voting power, OR
- PUSC of ₹5,00,000 (as prescribed).
## 3. Cases Requiring Special Notice
| # | Resolution |
|---|---|
| a | Appointment of an auditor other than the retiring auditor at AGM |
| b | Resolution to prevent re-appointment of retiring auditor |
| c | Removal of a director before term |
| d | Appointment of a new director in place of removed director |
| e | Other matters specified by AoA |
## 4. Procedural Requirements
### A. Signatures
Signed by members holding ≥ 1% voting power OR PUSC ≥ ₹5,00,000.
### B. Timeline of Notice to Company
Not earlier than 3 months and at least 14 days before the meeting (excluding day of notice & meeting).
### C. Company's Duty to Members
Inform members at least 7 days before meeting (excluding day of dispatch & meeting), in the same manner as general meeting notices.
### D. Alternative if Direct Notice Impractical
- Publish in English newspaper AND vernacular newspaper circulating where registered office is.
- At least 7 days before meeting.
- Post on company's website (if any).
## Visual Timeline
```
Member's notice → Company → Members
(≥14 days & (≥7 days before meeting)
≤3 months before)
```
## Quick Recall Box
- Threshold: 1% voting power OR PUSC of ₹5,00,000.
- Member → Company: 14 days to 3 months before meeting.
- Company → Members: 7 days before meeting.
- Alternative: English + Vernacular newspaper + website.