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CS Executive · Company Law and Practice · Members and Shareholders

Kaveri Industries Ltd is a member of Arjun Ltd. Kaveri's board wishes to send a person to attend and vote at Arjun's general meeting. Under the Companies Act, 2013, how can this be done?

A body corporate that is a member may, by resolution of its own board or other governing body, authorise any person it thinks fit to act as its representative at meetings of the company or of a class of members. The investee company's board plays no role.

  1. ABy a resolution of Kaveri's Board of Directors or other governing body authorising a representativeCorrect
  2. BOnly by Kaveri appointing a proxy, since a body corporate cannot have a representative
  3. CBy a resolution of Arjun Ltd's board nominating Kaveri's representative
  4. DOnly if Kaveri's representative is a director of Arjun Ltd

Explanation

Section 113(1)(a) lets a body corporate that is a member authorise by resolution of its board or governing body such person as it thinks fit to act as its representative at the company's meetings. The authorisation comes from the member, not the company in which it holds shares. No directorship in Arjun is needed.

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