{"id":11949,"count":1,"description":"

An AGM resolution is a formal decision made by the shareholders of a company on a matter placed before the meeting.<\/p>\r\nResolutions are important because certain company decisions require shareholder approval under the Companies Act, 2013 or the company's Articles of Association.\r\n\r\nThe resolution type and voting threshold depend on the matter being considered.\r\n

What is an ordinary resolution?<\/h2>\r\nUnder Section 114, an ordinary resolution is passed when the votes cast in favour exceed the votes cast against, subject to the applicable statutory provisions.\r\n\r\nOrdinary resolutions are commonly used for matters such as adoption of financial statements and other ordinary AGM business.\r\n

What is a special resolution?<\/h2>\r\nA special resolution requires votes in favour to be at least three times the votes against.\r\n\r\nThe notice calling the meeting must state that the proposed resolution is intended to be passed as a special resolution.\r\n\r\nCertain matters under the Companies Act require a special resolution. The company should identify the correct requirement before issuing the notice.\r\n

Is all special business passed through a special resolution?<\/h2>\r\nNo. This is a common misunderstanding.\r\n\r\n\"Special business\" and \"special resolution\" are different concepts.\r\n\r\nSpecial business refers to the classification of an agenda item under Section 102. A special resolution refers to the voting threshold under Section 114.\r\n\r\nA special business item may require an ordinary resolution or a special resolution depending on the applicable legal provision.\r\n

What records should the company maintain?<\/h2>\r\nThe company should retain:\r\n