Appointment of Representative - Section 113 (Board Resolution)

If a Company, which is a member/shareholder of another Company, wants to appoint any representative to attend the general meeting of any Company, then it can do so by authorizing any person by way of passing a Board Resolution. The format of the resolution can be as follows:

Appointment of Representative for attending General Meeting of Investee Companies

It was brought to the notice of the Board of Directors that the Company has received a Notice of Annual General meeting / Extra Ordinary General meeting to be held on ______________(Date, time, venue) from its Investee Company i.e. ______ and considering the importance of the business to be transacted in that General Meeting, it is necessary to nominate a Representative to attend and vote on behalf of the company, in that General Meeting. The Board may consider to appoint that representative to attend General meetings of all other Companies in which the Company may be having investments, from time to time

The matter was discussed and upon motion passed and seconded, it was:

"RESOLVED THAT pursuant to the provisions of Section 113 of the Companies Act, 2013, Mr. / Ms. ________(Name) be and is hereby authorised as the representative of the Company to attend, vote and appoint proxy(ies) at the Annual General Meeting/Extra Ordinary General Meeting to be held from time to time of the Investee Company i.e. ____________ as long as the Company has investment in that company."

Notes:
(1) Similar provisions of Section 113 of the Companies Act, 2013 were earlier prescribed under Section 187 of the Companies Act,1956.
(2) If the Investing company is a foreign Company, then such foreign Company in order to attend the General Meeting of the Indian Company, has to pass a Resolution at the Board Meeting of that Foreign Company authorizing any person to attend the general meeting of the Indian Company in which it has got its holdings.