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When we make a company, then the board of directors of the company has to make decisions at board meetings. All decisions taken by the board of directors have an effect on company growth, their employment and their wealth. The board of directors passes board resolutions to make any significant decisions binding. The board of directors of a company shall be entitled to exercise all such powers and to do all such acts and things, as the company is authorized to do and the board cannot exercise any power which is required under memorandum or article for shareholders in a general meeting.
As per 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 favor of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting. In simple words, these resolutions need a specific majority percentage and need to be considered valid, like ordinary resolutions require a 51% majority.
As per section 114(2) of the companies Act, 2013
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