Ordinary Resolution Under Companies Act, 2013

  • Setindiabiz Team
  • April 5, 2024
Ordinary Resolution Under Companies Act, 2013

This guide helps you understand the role of ordinary resolution in the decision-making process of a company. It explains everything from the legal framework to how ordinary resolutions are passed and what are the matters requiring ordinary resolutions in the first place. We have also compared ordinary resolutions to special resolutions for better clarity of concept. For further information, read the complete blog!

BRIEF SUMMARY
Stakeholders often struggle to make efficient decisions for their companies, be it regarding day-to-day operations or achieving long-term ideas and objectives. To make things easier, the Companies Act prescribes two kinds of resolutions-
  1. Special resolutions passed with three-fourth majority and required for crucial decisions
  2. Ordinary resolutions passed with simple majority and required for decisions on day-to-day operations.
In this blog, we’ll discuss how to pass an ordinary resolution to help you navigate the day-to-day operations of a company seamlessly. You can also read our detailed blog on Special Resolutions for complete clarity on the subject. Let’s begin!

What is an Ordinary Resolution?

An ordinary resolution is a process within a company’s decision-making framework, where a simple majority vote by shareholders is used to decide on the company’s day to day affairs. These include routine matters such as the appointment or removal of directors, approval of annual financial statements, declarations of dividends, changes to the company’s articles of association, and so on. Despite their routine nature, ordinary resolutions are crucial in the overall governance of a company. They provide an efficient means for shareholders to voice their opinions on general operational matters, ensuring their greater participation in the decision-making process.

Legal Framework for Passing Ordinary Resolution in a Company

Passing ordinary resolutions within a company is governed by the Companies Act, of 2013. Section 114 of the Act specifies the matters requiring ordinary resolutions and include the appointment of directors, approval of financial statements, declaration of dividends, and so on. The Act also provides details regarding procedures for convening general meetings, giving notice to shareholders, and conducting voting to pass ordinary resolutions through a legitimate process. Moreover, section 114(2) of the Companies Act specifies that an ordinary resolution is considered passed if it receives more votes in favor than against it, from members present in the general meeting and voting.

Ordinary Resolution vs Special Resolution

Ordinary resolutions differ from special resolutions primarily in terms of the approval majority. While ordinary resolutions require a simple majority (more than 50% of the total votes), special resolutions require a three-fourth majority (75% of the total votes) for approval. Moreover, special resolutions address decisions which make significant changes to a company’s structure or constitution, whereas ordinary resolutions are required to approve its day-to-day affairs. The table below discusses key differences between the two.
Parameters Special Resolution Ordinary Resolution
Approval Threshold
Requires a higher majority vote, typically 75% or more.
Requires a simple majority vote, usually more than 50%
Nature of Decisions
Reserved for significant matters, such as changes to articles of association, company dissolution, etc
Pertains to routine matters in company operations, such as appointment of directors, approval of financial statements, etc
Legal Requirements
Specified in the Companies Act
Also governed by the Companies Act
Impact on Company Governance
Significantly impacts the company's structure, constitution, or major decisions
Addresses day-to-day operations and administrative decisions
Process
More stringent procedural requirements and documentation
Generally a more simple and straightforward process
Consequence of Failure to Pass
Failure to pass may hinder the company's ability to make significant changes or decisions
Failure to pass may impede routine operations but may not have as significant implications

Matters Requiring Ordinary Resolution

Ordinary resolutions are an effective means for shareholders to voice their opinions and concerns in a company using the voting rights they receive. Unlike special resolutions, which require a higher majority for approval, ordinary resolutions can be passed with a simple majority only. Here’s a detailed list of matters requiring ordinary resolutions in a company’s decision-making procedures.
  1. Change the name of the Company under a direction from the Registrar of Companies
  2. Change the name of a company under the directions of the Central Government when identical or too nearly resembling the name of another company or a trademark. 
  3. An issue of equity shares with differential rights of Companies. 
  4. Alternation of a capital clause of MoA in a company limited by shares. 
  5. An issue of shares to employees under the employee stock option scheme 
  6. An issue of bonus share
  7. To invite deposits from its members 
  8. Transaction of ordinary business at AGM (including a declaration of dividend, appointment of auditors 
  9. Appointment of first auditors at EGM when auditor not appointed within 30 days of incorporation
  10. Ratification of the appointment of auditors to be passed every year during the tenure of the auditors
  11.  Approval of auditor appointed by Board following casual vacancy (except companies subject to audit 
  12. Ratification of remuneration of cost auditor appointed by the board
  13. Appointment of director (except as expressly provided in the Act) in a general meeting 
  14. Authorizing the Board to appoint an alternate director 
  15. Removal of the director before the expiry of his office (not applicable to the director appointed by the Tribunal) 
  16. Permitting contributions to charities and charitable funds where such contributions exceed five percent. of the net profits
  17. Approval of related party transactions in certain cases
  18. Approval of proposal for payment of compensation to a director for loss of office or as consideration for retirement from office or approval for non-case consideration to directors/ transferees about an acquisition of assets
  19. Appointment of MD/WTD/Manager and payment by Schedule V and s. 197 
  20. Authorizing remuneration to WTD/MD/Manager exceeding 11% of net profits (after obtaining Central Government approval)
  21. Authorizing payment of commissions as per section 197(1) to Non-Executive Directors
  22. Voluntary winding up of a company following the expiry of a period of its existence as provided in the article
  23. Appointment of company liquidator and filing casual vacancy in the office of Company Liquidator
  24. Dissolution of a company after considering a report of the Company Liquidator

How to Pass an Ordinary Resolution? - Step-wise Process

The process of passing an ordinary resolution begins with identifying the matter requiring approval. A proposal for the resolution is then drafted, stating the matter and the purpose behind it. Shareholders are notified through an advanced notice to participate in the general meeting discussing the proposal. When the meeting is organized, one of the board members introduces the proposal to the shareholders. Following this, discussions are held to explain the proposal, cross-questions are asked and answered, and finally, the proposal is circulated for approval.
In the next step, a vote is conducted, and shareholders are asked to cast their votes in favour or against the proposal. If a simple majority is in favor, the resolution is considered passed, leading to appropriate action for its execution. A copy of the resolution is also submitted to the Registrar of Companies in Form MGT-14 to intimate the approval of the decision, within 30 days from the end of the general meeting. Recording the minutes of meetings, the discussions held, and the outcome of the vote are also necessary to ensure a transparent process.

Ordinary resolutions are key to an efficient day to day decision-making process in a company. They provide a structured and transparent approach to shareholders for voting on routine matters like changes in the company’s name, appointment or removal of directors, appointment of auditors, issue of shares, and so on. Hopefully, this blog has helped you understand the various aspects of ordinary resolutions like legal framework, the role of shareholders in execution, manner of passing, and matters requiring ordinary resolutions in the first place. For further queries, you may consult our advisors! You can also post your questions in the comments section of this blog.

Conclusion

FAQs

Q1: What is the difference between ordinary resolution and special resolution?

Ordinary resolutions are passed for routine matters and require a simple majority vote for approval. Special resolutions are passed for more complex matters, and require three-fourth majority for approval.

Q2: How are ordinary resolutions proposed and discussed during general meetings?

Ordinary resolutions are proposed by one of the board members, and discussions are held to decide upon it. Next, voting is conducted on the resolution, and upon gaining a simple majority, it is considered passed by the company.

Q3: What happens if an ordinary resolution fails to pass?

If an ordinary resolution fails to receive a simple majority vote, it is considered rejected, and the proposed decision is not implemented.

Q4: Can shareholders vote on ordinary resolutions remotely or through a proxy?

Depending on the company’s articles of association, shareholders may have the option to vote on ordinary resolutions remotely through electronic means or by appointing a proxy to vote.

Q5: Are there any consequences for non-compliance with ordinary resolutions?

Yes, failure to comply with the legal requirements and procedural formalities for passing ordinary resolutions may render the resolution null and void. Companies may face legal repercussions, and the decisions made through the resolutions could be invalidated.

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