Ordinary and Special Resolution and Resolution Requiring Special Notice

What is an Ordinary Resolution?

As per the provisions of Section 114 (1) of the Companies Act, 2013-
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.

What is a Special Resolution?

As per the provisions of Section 114 (2) of the Companies Act, 2013-
A resolution shall be a special resolution when-

  • 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;
    (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.
     

What is a Resolution requiring special notice?

Where, by any provision contained in this Act or in the articles of a company, special notice is required of any resolution, 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 total voting power or holding shares on which such aggregate sum not exceeding Rs 5,00,000, as may be prescribedhas been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed.

Passing of a Resolution

A proposed resolution is called a motion until it receives approval to be passed. Once the necessary approval is obtained as per the provisions of the Companies Act, 2013, it becomes a resolution. When it comes to matters requiring a special resolution, the same has to be included in the agenda of the meeting which is given at the time the notice of the meeting is sent out.

As per the Secretarial Standard-2, each resolution is generally introduced by one member and thereafter seconded by another member.

Form MGT – 14 is required to be filed mandatorily with the Registrar of Companies within 30 days of the resolution being passed, where the resolution is a special resolution, especially. Attachments include:-
– Copy of the resolution passed. – An explanatory statement under section 102 of the Companies Act, 2013. – Copy of the Articles of Association (where any change is made). – Copy of the Memorandum of Association (where any change is made). 

4. Transaction of business by resolution

Comparison Chart

BASIS FOR COMPARISONORDINARY RESOLUTIONSPECIAL RESOLUTION
MeaningWhen at the general meeting, simple majority is required to move the resolution, it is called as Ordinary Resolution.When at the general meeting, super majority is required to pass the resolution, it is known as Special Resolution.
Consent of membersAt least 51% members should be in favour of the motion.At least 75% members should be in favour of the motion.
Registration with ROCA copy of OR should be filed with ROC, in certain cases.A copy of SR must be filed with ROC in form MGT-14
Business transactedOrdinary business or special business, depending on requirements of the Act.SPECIAL BUSINESS

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