Ordinary vs Special Resolutions Under Section 114

1. Ordinary Resolutions (Section 114(1))

An Ordinary Resolution requires a simple majority. The statutory formula is: Assent Votes > Dissent Votes. Uncast votes and abstentions are excluded from the denominator.

• Ordinary Business: Adoption of financial statements, dividend declarations, auditor appointments, director appointments in place of retiring directors.
• Formula: $\text{Assent} > \text{Dissent}$

2. Special Resolutions (Section 114(2))

A Special Resolution requires a 3x supermajority. The statutory formula is: Assent Votes >= 3 * Dissent Votes (i.e. at least 75% of valid votes cast). The notice must explicitly state the intention to propose the resolution as a special resolution.

• Key Triggers: Alteration of MOA/AOA, reduction of share capital, buyback authorizations, loans/investments exceeding Section 186 limits.
• Formula: $\text{Assent} \ge 3 \times \text{Dissent}$

3. Treatment of Invalid Ballots and Abstentions

Under Rule 20 and Form MGT-13 standards, invalid votes (e.g. duplicate attempts, expired sessions) and abstentions are reported separately and do not factor into the pass/fail determination of valid votes.