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CS Professional · Compliance Management, Audit and Due Diligence · Documentation and Maintenance of Records

Kaveri Holdings Ltd, a member of Anand Engineering Ltd, sends its Finance Head to Anand's general meeting. He carries only a visiting card and a letter signed by a clerk. As Company Secretary of Anand, what documentary evidence of authority does the Companies Act, 2013 contemplate for a body corporate member?

The representative should produce a resolution of the board or other governing body of the body corporate member authorising him. Section 113 of the Companies Act, 2013 provides for authorisation by such resolution, so a clerk's letter or the person's own statement is not adequate evidence of authority.

  1. AA resolution of the Board of Directors or other governing body of the body corporate authorising the person as its representativeCorrect
  2. BA letter signed by any employee of the body corporate
  3. CA certificate from the Registrar of Companies
  4. DAn affidavit by the representative himself

Explanation

Section 113(1)(a) provides that a body corporate member may, by resolution of its Board or other governing body, authorise a person to act as its representative at a meeting. The resolution is the record that supports the authority. A clerk's letter or self-affidavit is not the document stated.

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