Section 114 of the Companies Act, 2013
Section 114 of the Companies Act, 2013 defines the types of resolutions that can be passed at a general meeting of a company and the voting thresholds required for each.
📘 Section 114 – Ordinary and Special Resolutions
This section classifies resolutions passed in shareholders’ meetings into two types:
1. Ordinary Resolution – Section 114(1):
A resolution is called an Ordinary Resolution if:
The votes cast in favour of the resolution are more than the votes cast against it, by members entitled to vote.
🔹 Example:
If 100 shareholders vote — 60 in favor and 40 against — the resolution is passed as an ordinary resolution.
2. Special Resolution – Section 114(2):
A resolution is a Special Resolution when:
The intention to propose it as a special resolution is specified in the notice calling the general meeting; and
The votes cast in favor are at least three times the number of votes cast against.
🔹 Example:
If 100 shareholders vote — 75 in favor and 25 against — the resolution qualifies as a special resolution.
✅ Summary Table:
| Type of Resolution | Requirement |
|---|---|
| Ordinary Resolution | >50% of valid votes cast are in favour |
| Special Resolution | ≥75% of valid votes cast are in favour (i.e. 3 times the votes against) |
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