Resolution

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This query is : Resolved

SRINIVASAN (Querist)

21 May 2012 Sec 189 of the companies act, 1956 talks about the ordinary resolution and the special resolution.

Sec 189(1) - Ordinary resolution empowers the chairman to cast his vote during polls.

But under sec 189(2) - Special resolution the companies act is silent on casting of vote by the chairman.

My question is whether the chairman of the meeting can vote on Special resolution?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

21 May 2012 Casting Vote is a second or deciding vote. Casting vote is a vote given by a chairman to decide an issue when votes on each sides are equal.

Basic principle underlying casting vote is that it can't be used by by a chairman unless the votes for and against a resolution proposed at a meeting are equally divided resulting into tie. If the votes are divided unequally, the question of using the casting vote simply does not arise.

Please note that a chairman does not have inherent right to the casting vote nor is it a right given by the statute, the Companies Act. It has to be conferred on the chairman by the articles.

Ordinary resolution is a decision reached by a bare or simple majority i.e of more than 50%. It may happens in Ordinary resolution that votes are divided equally and hence casting vote by chairman comes into picture.

But in case of Special resolution, decision is reached by special majority of more than 75%. Hence casting vote by chairman does not arise.

Further chairman is entitled to cast his vote as member irrespective whether he can exercise casting vote

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