## Section 112 - Representative of President and Governor

### Appointment

The President of India or the Governor of a State (where the President/Governor is a member of the company) may appoint a person as his representative at any meeting of the company.

### Rights and Status of Representative

The representative is deemed to be a member of the company.
He may exercise the same rights and powers, including voting rights by proxy, as the President/Governor himself.
He is counted in quorum.
He may be counted in computing the number of members present.

### Section 113 - Representative of Body Corporate

A body corporate which is a member of another company may, by resolution of its Board, authorise a person to act as its representative at meetings.

Such representative enjoys the same rights as the body corporate would have if it were an individual member.
He is also counted for quorum purposes.

### Key Distinction

Feature	Proxy	Representative (S.112/113)
Counted in quorum	No	Yes
Right to speak	No	Yes
Right to vote on show of hands	No	Yes
Treated as	Agent	Member

Worked example

### Example 1

Example: ABC Ltd. has the following members present at its AGM: 7 individual members, 1 representative of the President of India, 1 representative of X Ltd., 1 representative of Y Ltd. Total members present for quorum purposes = 10. (Quorum required for a public company with more members is 30 if members exceed 5000, etc.)

### Example 2

Example: The Governor of Maharashtra holds shares in PSU Ltd. He appoints Mr. R as his representative. Mr. R can attend the meeting, speak, and vote on a show of hands AND is counted in the quorum — unlike a proxy.

⚠️ Common exam mistakes

Treating a representative under Section 112/113 the same as a proxy — they have wider rights.
Excluding the representative from the quorum count.
Not allowing the representative to vote on a show of hands or to speak at the meeting.

Bare-Act text Section 112 · 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 of the company. A person appointed shall be deemed to be a member of such a company and shall be entitled to exercise the same rights and powers, including the right to vote by proxy and postal ballot.

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Representative of President and Governor (Section 112)

Worked example

⚠️ Common exam mistakes