# Resolutions — Ordinary, Special & Special Notice

A resolution is a formal decision taken by members at a duly convened meeting. The Companies Act classifies resolutions into Ordinary and Special, with a separate procedural requirement called Special Notice.

## Ordinary Resolution — Section 114(1)

> A resolution passed by a simple majority of votes cast (votes in favour > votes against), at a general meeting after due notice.

### Where Ordinary Resolution is Sufficient

Adoption of financial statements / Board's Report
Declaration of dividend
Appointment/reappointment of directors retiring by rotation
Appointment/fixing remuneration of auditors
Increase, consolidation, conversion or sub-division of share capital (alteration of capital under Section 61)
Issue of bonus shares (subject to AOA)

## Special Resolution — Section 114(2)

> A resolution is special when:

> (a) the intention to propose it as a special resolution is duly specified in the notice,

> (b) notice required has been duly given, AND

> (c) votes cast in favour are at least 3 times votes cast against (i.e., 75% majority of votes cast).

### Procedural Requirements

Notice: 21 clear days' notice
Filing: File Form MGT-14 with ROC within 30 days of passing

### Examples of matters requiring SR

#	Matter
1	Alteration of MOA or AOA
2	Further issue of shares to persons other than existing shareholders (preferential allotment)
3	Creation of reserve liability on capital
4	Reduction of share capital (Sec 66)
5	Variation of shareholders' rights
6	Buy-back of securities (Sec 68)
7	Removal of auditor before expiry of term
8	Voluntary winding up
9	Conversion of public company into private
10	Shifting register to a place outside RO city

## Special Notice — Section 115

> Special Notice is NOT a separate type of resolution — it is an additional procedural requirement that members must follow when proposing certain resolutions.

### Procedure

Step	Action
1	Member(s) holding not less than 1% of total voting power OR shares of paid-up value not less than ₹5 lakh give notice to company
2	Notice given at least 14 days before the meeting (excluding the day of notice and day of meeting)
3	Company shall give notice to other members at least 7 days before the meeting (by serving individually or by advertisement)
4	Matter is then considered at the General Meeting

### Resolutions Requiring Special Notice

1. Appointment of an auditor other than the retiring auditor at AGM

2. Resolution that the retiring auditor shall NOT be re-appointed

3. Removal of a director before the expiry of his period of office (Sec 169)

4. Appointment of another director in place of the director so removed

5. Any matter for which the Articles of Association provide for giving of a Special Notice

## Resolution passed at Adjourned Meeting — Section 116

A resolution passed at an adjourned meeting shall be treated as having been passed on the date it was in fact passed at the adjourned meeting (and not on any earlier date).

Worked example

### Example 1

Example 1 — Computing SR: At an EGM, 100 votes were cast: 76 in favour, 24 against. Has special resolution passed? Solution: Votes for/against = 76/24 = 3.17. Since 76 ≥ 3 × 24 = 72, yes, SR is passed. (Simply: ≥75% of votes cast in favour.)

### Example 2

Example 2 — Special Notice: A member who holds 0.5% of voting power gives special notice for removal of a director. Solution: Notice is invalid. Member must hold at least 1% of voting power OR ₹5 lakh paid-up value. Below threshold = notice rejected by company.

### Example 3

Example 3 — Filing: ABC Ltd passed an SR on 1st June 2026 for alteration of MOA. Solution: File Form MGT-14 with ROC within 30 days, i.e., by 30th June 2026. Failure attracts penalty under Section 117(2).

⚠️ Common exam mistakes

Calculating Special Resolution as 75% of members present instead of 75% of votes cast — abstentions and votes not cast are excluded.
Treating Special Notice as a 4th type of resolution — it is a procedural requirement for ordinary/special resolutions in specified cases.
Forgetting the 1% or ₹5 lakh threshold for member entitled to give Special Notice.
Missing MGT-14 filing within 30 days — applies not only to SRs but also to certain Board resolutions specified in Section 117(3).
Confusing 14 days (member to company) with 7 days (company to other members) under Special Notice.

Bare-Act text Sections 114 & 115 · The Companies Act, 2013 · click to expand

114. (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. (2) A resolution shall be a special resolution when— (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; (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.

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Resolutions — Ordinary, Special & Special Notice (Sections 114-115)

Worked example

⚠️ Common exam mistakes