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Board Resolution Authorised Representative for AGM Sec 113

If a company, which is a member/shareholder of another company, wants to appoint any representative to attend any meeting of that other company, then it can do so by way of passing a resolution in the meeting of its board of directors.

Such an authorised representative is entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, on behalf of the company he is representing.

If the company is a foreign company, who is a shareholder of an Indian company, then the board of directors of that foreign company can pass a resolution appointing an authorised representative who will attend and vote at the meeting of the Indian company.


Format of the resolution for your reference is 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 the annual general meeting / extraordinary general meeting to be held on (date) at (time) at (venue) from its Investee company i.e. .................... and considering the importance of the items of 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 was requested to consider giving a common authorisation in favor of the representative for attending and voting at all future general meetings of the Investee company i.e. ....................... Limited.

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. .......................... be and is hereby authorised as the representative of the company to attend, vote and appoint proxy(ies) at any general meeting of members of the Investee company i.e. .................... Limited to be held from time to time, as long as the company has an investment in that company, unless the authorisation is revoked otherwise and duly communicated to the Investee company.”

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