Representation of President, Governor and Body Corporates (Sections 112 & 113)
# Representation of Members at Meetings [Sections 112 and 113]
## (A) President of India / Governor of a State [Section 112]
When the President of India or the Governor of a State is a member, he may appoint a person to act as his representative at any meeting of the company.
### Rights of such Representative
May exercise the same rights and powers (including right to vote by proxy and postal ballot) which the President/Governor could exercise as a member.
## (B) Body Corporate as Member, Debenture-Holder or Creditor [Section 113]
A body corporate may, by a Board resolution, authorise such person as it thinks fit to act as its representative:
At any meeting of the company of which it is a member; or
At any meeting of creditors or debenture holders of the company.
### Rights
The authorised person can exercise the same rights and powers, including the right to vote by proxy and by postal ballot, that the body corporate itself could exercise.
## Why this matters
A representative under Section 112/113 is not a proxy — they are treated as the member themselves. Consequently:
Can speak at the meeting;
Can vote on a show of hands;
Counts for quorum.
## Multiple Representations
If the same individual is appointed by two or more body corporates that are members of the same company, each appointing company is counted separately for quorum — the single individual is counted multiple times — but at least one more member must be personally present.
Worked example
### Example 1
Example: Y Ltd. and Z Ltd. are both members of D Ltd. Both authorise Mr. D as their representative under Section 113. How does Mr. D count for quorum?
Solution: Mr. D is counted twice (once for Y Ltd. and once for Z Ltd.), but at least one more member must be personally present to form quorum.
### Example 2
Example: The Governor of Maharashtra holds shares in Z Ltd. and appoints Mr. G under Section 112. Can Mr. G vote on a show of hands?
Solution: Yes. Mr. G is treated as the Governor himself, not as a proxy. He can speak, vote on show of hands, and is counted for quorum.
⚠️ Common exam mistakes
Treating a Section 112/113 representative as a 'proxy' and denying speak/show-of-hands rights.
Forgetting that the representative counts for quorum.
Forgetting the 'at least one more member must be present' rule for multiple representations.
Assuming Section 113 applies only when body corporate is a member — it also covers creditors/debenture-holders.
Bare-Act text Sections 112 and 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 of the company or at any meeting of any class of members of the company. (2) 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, as the President or Governor could exercise. Section 113 — (1) A body corporate may— (a) if it is a member of a company, by resolution of its Board, authorise such person as it thinks fit to act as its representative at any meeting; (b) if it is a creditor, including a holder of debentures, by resolution, authorise such person as it thinks fit to act as its representative. (2) A person authorised 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.