When a motion is passed by simple majority of the members voting at a general meeting, it is said to have been passed by an ordinary resolution. All matters which are not required by the companies Act, 1956 or the company’s Articles to be done by a special resolution can be done by means of an ordinary resolution. Some of the cases in which only ordinary resolution is required are:


(i)                   Alteration of authorized capital

(ii)                 Declaration of dividend

(iii)                Appointment of auditors (other than the appointment cover by Section 224A)

(iv)               Fixation of their remuneration, election of directors.


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