A motion, with or without the amendments which is put to vote at a meeting and passed with the required quorum becomes resolution. Resolution may be classified into three types. They are: Ordinary resolution, Special resolution and resolution requiring special notice.
(i) Ordinary Resolution: An ordinary resolution is one which can be passed by a simple majority.
Ordinary Resolution is required for the following matters:
(a) To change or rectify the name of the company
(b) To alter the share capital of the company
(c) To redeem the debentures
(d) To declare the dividends
(e) To appoint the directors
(ii) Special Resolution: A special resolution is the one which is passed by not less than 75% of majority.
Special Resolution is required for the following matters:
(a) To change the registered office of the company
(b) To alter the Articles of Association
(c) To commence any new business
(d) To appoint the auditor for the company
(iii) Resolution requiring Special Notice: There are certain matters specified in the Companies Act, 2013 which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting.
The following matters require special notice:
(a) To remove a director before the expiry of his period
(b) To appoint a director in the place of a director so removed
