Special and Ordinary Business :
When we refer to the business of the company, it may be special business or ordinary business. The following discussion may be useful to understand the meaning and statutory requirements stipulated to transact these businesses by the Companies Act. Section 114 of the Companies Act, 2013 provides of the requirements of passing ordinary or special resolution to transact the businesses.
(1) Ordinary resolution: 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) Special resolution: 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.
If the notice convening the meeting (where at special business will be transacted) does not state the nature of the special business, the meeting would be deemed to have been convened irregularly. Consequently, that special business cannot be dealt with at the meeting. Where the notice convening an extraordinary general meeting had furnished insufficient particulars as to the special business to be transacted thereat, and the members passed a resolution at the meeting, the directors were restrained by the Court’s injunction from acting on that resolution. This was because the insufficient particulars furnished prevented the members
from preparing their mind prior to the meeting so that they could exercise their judgement at the meeting in proper manner [Jain Vs. Kalinga Tubes,1965 I.S.C.S 540: Pacific Coast Coal Mines Ltd. Vs. Arbuthnot 1917 A.C. 607].