Members of World One Limited, holding more than 2% of the total voting power wants the company to give a special notice to move a resolution for…

(i) According to section 115 of the Companies Act, 2013, where, by any provision contained in this Act or in the Articles of a company, special notice is required for passing any resolution, then the notice of the intention to move such resolution shall be given to the company by such number of members holding not less than 1% of the total voting power, or holding shares on which such aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up. In such a case, the company shall give its members notice of the resolution in the manner as prescribed in Rule 23 of the Companies (Management and Administration) Rules, 2014. Further, section 140 (4) of the Companies Act, 2013 (the Act), provides provision for the appointment of an auditor other than the retiring auditor. As per this section, special notice shall be required for a resolution at an annual general meeting for appointing a person as an auditor in place of the retiring auditor, or providing expressly that a retiring auditor should not be re-appointed. In the present case, the provisions of section 115 of the Act have been duly complied with. That is to say the notice of the intention to move such a resolution as to appointment of auditor other than the retiring auditor has been given by members of World One Limited, holding more than 2% (i.e. more than 1 %) of the total voting power. Accordingly, members can do so as per the provisions of the Companies Act, 2013. Alternate Answer Rule 23 (1) of the Companies (Management and Administration) Rules, 2014 specifies that 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 5,00,000 rupees has been paid up on the date of notice. As per the facts of the question, Members of World One Limited, holding more than 2% of the total voting power, wants the company to give a special notice to move a resolution for appointment of an auditor other than the retiring auditor. From the above provision, it can be inferred that the members holding 2% of total voting power can approach the company to give a special notice. However, they cannot force the company to give a special notice to move a resolution for appointment of an auditor other than the retiring auditor as stated in the question.