Companies Act Section 113 — Representation of corporations at meeting of companies and of creditors
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) explains that a body corporate, whether or not it is a company under this Act, can appoint someone to represent it at meetings. Under clause (a), if the body corporate is a member of a company, it can pass a resolution of its Board of Directors or other governing body to authorise any person it chooses to act as its representative at any meeting of the company or at any meeting of a class of members of the company.
Under clause (b), if the body corporate is a creditor, including a holder of debentures, of a company, it can pass a resolution of its directors or other governing body to authorise any person it chooses to act as its representative at any meeting of creditors of the company. Such a meeting must be held in pursuance of this Act or any rules made under it, or in pursuance of the provisions contained in any debenture or trust deed.
Sub-section (2) states that a person authorised by a resolution under sub-section (1) has the same rights and powers on behalf of the body corporate as that body would have if it were an individual member, creditor, or holder of debentures. These rights include the right to vote by proxy and by postal ballot.
Official Text
(1) A body corporate, whether a company within the meaning of this Act or not, may, —
(a) if it is a member of a company within the meaning of this Act, by resolution of its Board of Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company, or at any meeting of any class of members of the company;
(b) if it is a creditor, including a holder of debentures, of a company within the meaning of this Act, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
(2) A person authorised by resolution under sub-section (1) shall be entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the company.