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

Zenith Pharma Ltd, a company, holds shares in Arohi Foods Ltd. Its board wants Ms. Nair to attend and vote at Arohi's general meeting. What documentation does the Companies Act, 2013 require for her to act as its representative?

A resolution of the Board of Directors or other governing body of the corporate member authorising the person is the required document. Once authorised, the representative may exercise the same rights as an individual member, including voting by proxy and by postal ballot.

  1. AA power of attorney registered with the Registrar of Companies
  2. BA resolution of Zenith's Board of Directors or other governing body authorising her, after which she has the same rights as an individual member, including voting by proxy and postal ballotCorrect
  3. CAn order of the Tribunal authorising her appointment as representative
  4. DA letter from Zenith's statutory auditor confirming the shareholding

Explanation

Section 113(1)(a) allows a body corporate member to authorise a person by resolution of its Board or governing body. Under 113(2), that person can exercise the same rights as an individual member, including voting by proxy and postal ballot. No registration or Tribunal order is needed.

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