Section 113 of the Companies Act, 2013, governs corporate representation at company and creditor meetings. A body corporate, whether a company or not, can authorize an individual through a board resolution to attend and participate in general or creditor meetings. The appointed representative is entitled to exercise rights, including voting by proxy and postal ballot, as if the corporation were an individual member or creditor. The board resolution granting such authority remains in effect until revoked or amended. The section does not apply to partnership firms, and companies cannot appoint joint representatives. However, an individual can represent multiple corporations, and for quorum purposes, they are counted separately for each entity represented. The chairman of the meeting is responsible for verifying the authenticity of the representative’s appointment. A resolution does not need to be passed for each meeting unless revoked or changed.
| Section | Provision |
| Section 113 (1) | A body corporate, whether a company within the meaning of this Act or not, may, —
(a) if it is a member of a company within the meaning of this Act, by resolution of its Board of Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company, or at any meeting of any class of members of the company; (b) if it is a creditor, including a holder of debentures, of a company within the meaning of this Act, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. |
| Section 113(2) | A person authorised by resolution under sub-section (1) shall be entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the company. |
Board Resolution to authorise an individual to represent the company in the shareholder meetings
_________________________________________________________________________________________CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD MEETING OF _____________________(Name of the company) HELD ON________(Day and Date), AT __________(TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT _____________Registered office Address
“RESOLVED THAT pursuant to the provisions of Section 113 of the Companies Act, 2013 and rules made thereunder, including any amendments thereto for the time being in force, _______________(Name of the Person), (Designation) of the company or failing him (Name of the Person), (Designation) be and are hereby severally authorized to attend General Meetings (AGM and EGM) of __________________________(Name of the Company for which authorisation is given) as an authorized representative of __________________(Name of the company passing the resolution)
FURTHER RESOLVED THAT the authority granted under the foregoing resolution shall remain in force, for each of the above-mentioned authorised representatives as long as they are associated with the company, or until the time the Board passes another resolution superseding the foregoing resolution which shall be conveyed to __________________________(Name of the Company for which authorisation is given) from time to time.
FURTHER RESOLVED THAT the authorised representative appointed under the foregoing resolution can exercise his/her right to attend or appoint a proxy for the said AGM/EGM and right to speak and/or vote at the said AGM/EGM or at any adjournment thereof.”
//Certified True Copy//
For an on behalf of
Name of Company
| Name of Director I | Name of Director II |
| Director | Director |
| DIN:- _____ | DIN:- ________ |
Board Resolution to authorise an individual to represent the company in the Creditor’s meetings
_________________________________________________________________________________________CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD MEETING OF _____________________(Name of the company) HELD ON________(Day and Date), AT __________(TIME) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT _____________Registered office Address
“RESOLVED THAT pursuant to the provisions of Section 113 of the Companies Act, 2013 and rules made thereunder, including any amendments thereto for the time being in force, _______________(Name of the Person), (Designation) of the company or failing him (Name of the Person), (Designation) be and are hereby severally authorized to attend Creditor’s meeting of __________________________(Name of the Company for which authorisation is given) as an authorized representative of __________________(Name of the company passing the resolution)
FURTHER RESOLVED THAT the authority granted under the foregoing resolution shall remain in force, for each of the above-mentioned authorised representatives as long as they are associated with the company, or until the time the Board passes another resolution superseding the foregoing resolution which shall be conveyed to __________________________(Name of the Company for which authorisation is given) from time to time.
FURTHER RESOLVED THAT the authorised representative appointed under the foregoing resolution can exercise his/her right to attend or appoint a proxy for the said creditor’s meeting and right to speak and/or vote at the said meeting or at any adjournment thereof.”
//Certified True Copy//
For an on behalf of
Name of Company
| Name of Director I | Name of Director II |
| Director | Director |
| DIN:- _____ | DIN:- ________ |
Frequently asked Questions: –
Q1-Does this section applies to partnership firms?
A1-No, this section does not apply to partnership firms.
Q2 Can a company appoint joint representatives?
A2-No, a company cannot appoint joint representatives
Q3- Can an individual represent more than one body corporate?
A3- As per Secretarial Standard 2, an individual can represent more than one body corporate and, in this case, he shall be counted as more than one person present at the meeting for the purpose of quorum provided minimum two members are personally present.
Q4- Who shall check the validity of appointment of authorised representative.
A4 – The Chairman of the meeting shall satisfy himself about the authenticity of appointment of authorised representative. He can ask for production of requisite board resolution.”
Q5- Do the company need to pass resolution for every meeting?
A5- No, the company need not to file resolution for every meeting.
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