In a general meeting of a company, the shareholders passed a special resolution regarding some special matters. There were 30 members present in the…

According to section 114 of the Companies Act, 2013, a resolution shall be a special resolution when 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. Thus, in terms of the requisite majority, votes cast in favour have to be compared with votes cast against the resolution. Abstentions or invalid votes, if any, are not to be taken into account. Accordingly, in the given problem, the votes cast in favour (15) being not more than 3 times of the votes cast against (6) , therefore the decision of the chairman is not in order.