Representation of President & Governors [Section 112] and Body Corporates [Section 113]
# Representation in Meetings — President, Governor & Body Corporate
## Section 112 — President of India / Governor of State as Member
If the President of India or the Governor of a State is a member of a company, he may appoint such person as he thinks fit to act as his representative at any meeting.
### Rights of such Representative
The appointed representative is entitled to exercise the same rights and powers that the President/Governor could exercise as a member, including:
Right to vote by proxy
Right to vote by postal ballot
## Section 113 — Body Corporate as Member or Creditor
Where a body corporate is a member or creditor (including debenture-holder) of a company, it may authorise any person to act as its representative at:
Any meeting of the company; or
Any meeting of a class of members; or
Any meeting of creditors.
### Rights of such Representative
Such representative exercises the same rights and powers as the body corporate, including:
Right to vote by proxy
Right to vote by postal ballot
## Why These Provisions Matter
A company or government is a juristic person and cannot physically attend a meeting. These sections allow them to:
1. Authorise a human representative with full statutory rights of membership/creditorship.
2. Distinguish such a representative from a mere proxy — a Sec. 112/113 representative may speak, vote on a show of hands, and be counted in quorum as if the corporate/government member were personally present.
Worked example
### Example 1
Example 1 — Government holding: The Government of India holds 51% in a PSU. The President nominates Mr. X to attend the AGM. Mr. X can vote on a show of hands and is counted in quorum — he is NOT merely a proxy.
### Example 2
Example 2 — Body Corporate creditor: ABC Ltd. holds debentures issued by XYZ Ltd. At a debenture-holders' meeting, ABC Ltd. authorises Ms. Y under Sec. 113 as its representative. Ms. Y can vote both in person and by postal ballot for ABC Ltd.
### Example 3
Example 3 — Difference from proxy: Compare a Sec. 113 representative with a Sec. 105 proxy: a proxy cannot speak (in a public co.) or vote on show of hands, but a corporate representative can do both.
⚠️ Common exam mistakes
Equating a corporate representative under Sec. 113 with a proxy under Sec. 105 — the former has wider rights (speak, vote on show of hands, count in quorum).
Assuming only a member body corporate can appoint a representative — under Sec. 113, body corporates that are CREDITORS or DEBENTURE-HOLDERS can too.
Forgetting that the representative under Sec. 112/113 may exercise the right to vote by POSTAL BALLOT, not just by proxy.
Believing the appointment must be in a particular format — the section says the representative is appointed 'as the body thinks fit' (typically a board resolution / power of attorney).
Bare-Act text Sections 112 & 113 · Companies Act, 2013 · click to expand
Section 112 — The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting and such other person shall be entitled to exercise the same rights and powers, including the right to vote by proxy and postal ballot, as the President or, as the case may be, the Governor could exercise as a member of the company.
Section 113 — Where a body corporate is a member or a creditor (including a holder of debentures) of a company, and it authorises any person as its representative at any meeting of the company or any class of members or at any meeting of creditors of the company, such representative shall be entitled to exercise the same rights and powers, including right to vote by proxy and by postal ballot, on behalf of the body corporate which he represents.