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CS Executive · Company Law and Practice · General Meetings

Under the Companies Act, 2013, what condition must be met for a resolution to qualify as an ordinary resolution when a poll is held?

An ordinary resolution needs the votes cast in favour, including any casting vote of the Chairman, to exceed the votes cast against by members who are entitled and vote, with notice duly given. The three-times threshold applies only to special resolutions.

  1. AVotes in favour must be at least three times the votes against
  2. BVotes in favour, including the Chairman's casting vote if any, must exceed the votes cast against by members entitled and votingCorrect
  3. CVotes in favour must exceed half of the total paid-up share capital
  4. DVotes in favour must be unanimous among members present

Explanation

Section 114(1) says an ordinary resolution needs the votes cast in favour, including the Chairman's casting vote if any, to exceed the votes cast against by members entitled to vote and voting, after due notice. The three-times test belongs to special resolutions, and no unanimity or paid-up capital test applies.

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