According to section 190, a resolution requiring special notice is not actually an independent class of resolution. Such a resolution may be an ordinary or special resolution.
It is a different kind of an ordinary resolution of which notice of the intention of move a resolution has to be given to the company by proposer.
The notice shall be given not less than 14 days before the meeting at which resolution 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 object of special notice is to be give the members sufficient time to consider proposed resolution and to give Board of Directors an opportunity to indicate their views on resolution.
A special resolution is required for a resolution in following cases:-
- Appointment of auditor other than retiring one
- Provision that a retiring auditor shall not be re-appointed.
- Removal of director in place of one who is removed
- Appointment of a director in place of one who is removed
The Articles of the company may provide for additional matters in respect of which special resolution is to be passed.
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