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, as the case may be, 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 by members, so entitled and voting.
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 calling the general meeting or other intimation given to the members of the resolution;
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, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
Legal Commentary & Landmark Judgments: Section 114
Section 114 establishes the statutory definitions, voting thresholds, and notice requirements distinguishing ordinary resolutions (simple majority) from special resolutions (three-fourths majority).
Under sub-section (2), a resolution is a special resolution when: (a) the notice calling the meeting specifically indicates the intention to propose the resolution as a special resolution; (b) notice required under the Act has been duly given; and (c) the votes cast in favor of the resolution are not less than three times the number of votes cast against it (seventy-five percent majority of votes cast).
Section 114 is the structural foundation of corporate democracy. Calculating whether a resolution passes requires counting only the valid votes actually cast—blank or invalid votes and abstentions are excluded from the denominator. Special resolutions are statutorily mandated for transformative decisions such as alteration of articles, capital reduction, private placement, and related-party approvals beyond threshold limits.