Define a Resolution and explain the different types of Resolutions under the Companies Act, 2013.

"RESOLUTION":- Resolution as per Cambridge Dictionary means "an official decision that is made after a group or organization has voted". It is a decision or agreement made by the directors and shareholders of the company. When a resolution is proposed it is motion. After passing a resolution company is bound to act according to it. A company is an artificial judicial person created by law having its own distinct entity form and capable of entering into contracts. Though company is bestowed with the characteristic of separate legal entity but it cannot take decision on its own. It is capable of acting in its own name, entering into contracts. It is capable of owning and holding property in its own name, sue others and to be sued by others in its name. Despite all these powers, since it is not a natural person, it expresses its will or takes its decisions through natural persons (i.e. directors or members) collectively which is known as "resolution." There are two collective bodies in the company which take decision through resolutions: (i) Board of Directors:- who manage, control and direct the business of the company (A document in writing created by Board of Directors certifying a binding corporate action is called a Resolution), and (ii) General body of members:- who ultimately own the company. Types of Resolutions Board Resolution: Any important decisions taken by the Board of Directors of the Company in Board Meeting and in writing is known as Board Resolution. It's a Formal and a Legal document binding on the Company. Ordinary Resolution: According to Section 114 (1) of the Companies Act, 2013, 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, where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by or members, so entitled and voting. Broadly, Ordinary Resolutions are required to be passed by simple majority. Special Resolution: According to 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. Thus, Special Resolutions are required to be passed by three-fourth (3/4 th ) majority. Unanimous Resolution: It requires the approval of all the members present and voting without a single vote cast against it. Passing of Resolution by Circulation: As per Section 175(1) of the Companies Act, 2013, a Company may pass resolution through circulation. The said resolution may be circulated in draft, together with necessary papers, if any, to all the directors or members of the Committee at their address registered with the Company in India by hand delivery or courier/ post or through e-mail/fax. The same must be approved by majority of directors or members, who are entitled to vote on the resolution. A resolution passed through circulation shall be noted at a subsequent meeting and made part of minutes of such meeting. Further, where not less than one-third of the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.