Section 114: Ordinary and special resolutions
This section defines the requirements for a resolution to be considered either an ordinary resolution or a special resolution, based on the voting process and outcome.
The section, clause by clause
What the section says
In plain terms
(1)A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.
A resolution is considered an ordinary resolution if it is passed by a majority of votes cast by members, either in person, by proxy, or by postal ballot, with the Chairman's casting vote counted if applicable.
(2)A resolution shall be a special resolution when—
A resolution is considered a special resolution if the intention to propose it as such is specified in the meeting notice, the required notice is given, and it is passed by at least three times the number of votes cast against it.
(2)(a)the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;
(2)(b)the notice required under this Act has been duly given; and (c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).
- 2. Subs. by Act 29 of 2020, s. 22, for sub-section (2) (w.e.f. 21-12-2020).
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.