# Resolutions [Section 114]

## Motion vs. Resolution

A motion is a proposal placed before a meeting for consideration. Once it secures the requisite majority, it becomes a resolution.

## (A) Ordinary Resolution [Section 114(1)]

A resolution is ordinary when:

1. Notice of the meeting has been duly given; AND

2. The votes cast in favour (including the chairman's casting vote, if any) exceed the votes cast against.

> Simply: For > Against = pass.

## (B) Special Resolution [Section 114(2)]

A resolution is special when:

1. The intention to propose as a Special Resolution has been duly specified in the notice;

2. Notice has been duly given; AND

3. The votes cast in favour are not less than 3 times the votes cast against.

> i.e., For : Against ≥ 3 : 1 (commonly expressed as 'at least 75% of votes cast').

## Casting Vote

A casting vote is an additional vote granted to the chairman to break a tie. Used only in case of equality and counted in favour.

## Aggregation and Separation of Resolutions

Multiple resolutions can be moved together, unless:
A member demands separate voting, OR
A poll is demanded.
Exception — Appointment of Directors: Each director's appointment must be by a separate resolution (Section 162).

## Why the Distinction Matters

The Companies Act specifies which threshold applies for various items. For example:

Ordinary Resolution: adoption of accounts, declaration of dividend, appointment of auditors, increase of authorised capital.
Special Resolution: alteration of MOA/AOA, change of registered office outside local limits, reduction of capital, voluntary winding up.

Getting the threshold wrong renders the resolution invalid.

Worked example

### Example 1

Example: A resolution: 200 votes in favour, 60 against. (a) If ordinary, does it pass? (b) If special?

Solution: (a) Ordinary: For (200) > Against (60) ✓ Passes. (b) Special: needs For ≥ 3 × 60 = 180. 200 ≥ 180 ✓ Passes. Variation: 150 in favour, 60 against → ordinary passes; special needs 180; fails.

### Example 2

Example: At a meeting, a single resolution proposes appointing 3 directors. Valid?

Solution: No. Each director's appointment must be by a separate resolution (Section 162). Bundled appointment is invalid.

⚠️ Common exam mistakes

Calling a resolution 'special' just because it's important — it is special only if notice states the intention AND the 3:1 majority is achieved.
Quoting the threshold as '75% of total members' — it is 3 times the votes cast against, computed on votes actually cast.
Bundling appointment of multiple directors.
Treating the chairman's casting vote as automatic — it applies only if AOA provides for it.

Bare-Act text Section 114 · Companies Act, 2013 · click to expand

Section 114 — Ordinary and special resolutions. (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, 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. (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; (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, are required to be not less than three times the number of the votes, if any, cast against the resolution.

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Resolutions — Ordinary and Special (Section 114)

Worked example

⚠️ Common exam mistakes