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CS Professional · Drafting, Pleadings and Appearances · Art of Advocacy and Appearances

Meera Foods Pvt Ltd, a body corporate, holds shares in Kaveri Agro Ltd. Its Board wishes Ms. Rao, a company secretary, to attend and vote at a general meeting of Kaveri Agro Ltd on its behalf. Under the Companies Act, 2013, what is needed for her to act as its representative?

She needs a resolution of Meera Foods' own Board or governing body authorising her. Under section 113, a corporate member may authorise any person it thinks fit to represent it at the company's meetings, with the same rights as an individual member.

  1. AA resolution of Meera Foods' Board of Directors or other governing body authorising herCorrect
  2. BA resolution of Kaveri Agro Ltd's Board appointing her
  3. CPrior approval of the Central Government
  4. DA court order permitting her to attend

Explanation

Section 113(1)(a) permits a body corporate that is a member to authorise, by resolution of its Board or other governing body, such person as it thinks fit to act as its representative at a meeting of the company. Under section 113(2) she then has the same rights as an individual member, including voting by proxy and postal ballot. The authority comes from the member company, not the investee company.

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