At a General meeting of the company, a matter was to be passed by a special resolution. Out of 400 members present, 200 members voted in favour of the resolution, 50 members voted against it and 50 members' votes were fo

Section 114 of the Companies Act, 2013 deals with Ordinary and Special Resolution. As per Section 114(2) of the Companies Act, 2013, 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. The method of voting might be through show of hands, electronic voting, poll or any other permitted method or postal ballot. The number of votes of only the members who are entitled and voting are to be counted. Hence, the persons who abstain from voting or are not allowed to vote (whether under the provisions of this Act or otherwise) are not to be counted. Further, the notice required to be given may be given either by the company or the member proposing the resolution. In the given case, 200 members voted in favour of the resolution, and 50 members voted against it. Invalid votes and person abstained from voting shall not be counted. So, total valid votes: 250 Votes in favour: 200 Votes against: 50 Voting percentage in favour = 80% (i.e. 200/250*100), which is more than 75% and validly passed. Hence, declaration by the Chairman of the meeting is valid.