A resolution in business refers to a proposal made during a meeting of the company's

shareholders or directors. It is discussed, and its approval represents an official confirmation of

an action of any kind that will be taken by the company. There are four major types of
resolutions: elective, extraordinary, special, and ordinary.

Sec282 Ordinary resolutions

(1) An ordinary resolution of the members (or of a class of members) of a company means a
resolution that is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is passed by members representing a
simple majority of the total voting rights of eligible members.
(3) A resolution passed at a meeting on a show of hands is passed by a simple majority if it is
passed by a simple majority of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote
on it.
(4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed
by members representing a simple majority of the total voting rights of members who (being
entitled to do so) vote in person or by proxy on the resolution.
(5) Anything that may be done by ordinary resolution may also be done by special resolution.

283 Special resolutions

(1) A special resolution of the members (or of a class of members) of a company means a
resolution passed by a majority of not less than 75%.
(2) A written resolution is passed by a majority of not less than 75% if it is passed by members
representing not less than 75% of the total voting rights of eligible members.
(3) Where a resolution of a private company is passed as a written resolution-
(a) the resolution is not a special resolution unless it stated that it was proposed as a special
resolution, and
(b) if the resolution so stated, it may only be passed as a special resolution.
(4) A resolution passed at a meeting on a show of hands is passed by a majority of not less than
75% if it is passed by not less than 75% of-
(a) the members who, being entitled to do so, vote in person on the resolution, and
(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote
on it.
(5) A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75%
if it is passed by members representing not less than 75% of the total voting rights of the
members who (being entitled to do so) vote in person or by proxy on the resolution.
(6) Where a resolution is passed at a meeting-
(a) the resolution is not a special resolution unless the notice of the meeting included the text of
the resolution and specified the intention to propose the resolution as a special resolution, and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special
resolution.
3. Resolution required special notice

Section 115 of the companies act 2013 provides that where, 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

A resolution for appointment of a person as auditor at the annual general meeting other than the
retiring auditor for providing expressly that the retiring auditor shall not be re-appointed [Section
140(4)];

A resolution for removing a director before the expiry of the period of his office and appointing
someone in the place of the director so removed [Section 169(2)].

Procedure for special notice:

1. Signing of special notice: ─A special notice required to be given to the company shall be
signed, either individually or collectively by such number of members holding not less than one
percent of total voting power or holding shares on which an aggregate sum of not more than five
lakh rupees has been paid up on the date of the notice.

2. Notice to the company:─ Such notice shall be sent by members to the company not earlier
than three months but at least 14 days before the date of the meeting at which the resolution is to
be moved, exclusive of the day on which the notice is given and the day of the meeting.

3. Receipt of notice :─ The company shall immediately after receipt of the notice, give its
members notice of the resolution at least seven days before the meeting, exclusive of the day of
dispatch of notice and day of the meeting, in the same manner as it gives notice of any general

4. Publication of notice:─ Where it is not practicable to give the notice in the same manner as it
gives notice of any general meetings, the notice shall be published in English language in
English newspaper and in vernacular language in a vernacular newspaper, both having wide
circulation in the State where the registered office of the Company is situated. Such notice shall
also be posted on the website, if any, of the Company. Such notice shall be published at least
seven days before the meeting, exclusive of the day of publication of the notice and day of the
meeting.