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Appointment of representative in agm

CS Surbhi Bansal (Self Employed) (131 Points)

25 April 2013

Hello Experts.

I'm working for a private company with two members and both of them are foreign companies. We have to conduct an AGM for which I would like to have a representative appointed for both of those foregin companies. Can anyone please suggest me the procedure for appointing the representative also provide me a format or representative form which would be required to be filled.

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11 Replies

Sneha (Company Secretary) (1594 Points)
Replied 25 April 2013

Format of Proxy Form

XYZ LIMITED

REGISTERED OFFICE ADDRESS

Proxy Form

Fol Folio No.: _________

I/We __________________ of ________________________________________ being

a member/members of XYZ LIMITED hereby appoint Mr. ______________________________________of________________________________________ or failing him Mr. ________________________________ of_______________________________as

my/our proxy to vote for me/us on my/pour behalf at the Annual General Meeting to be held on Date at Time at Venue

Signed this __________________ day of ________________ 2013

Affix Re. 1

Revenue

Stamp

Note: Note : proxies should be deposited at the Registered office of the Company not later than 48 hours

before the commencement of the meeting. The Proxy need not be a member of the Company

CS Surbhi Bansal (Self Employed) (131 Points)
Replied 25 April 2013

thanks Sneha, But it is a proxy form but here i am asking that the foreign company appoint the representative to attent the AGM not to appoint Proxy.

Well thanks for your concern

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 27 April 2013

There is not any specific representative form. You just need to pass board resolution to authorise a representative to represent the company in the AGM.

Sneha (Company Secretary) (1594 Points)
Replied 27 April 2013

Ankurji, is this the resolution required under section 187 for representing the Company in AGM ??

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 27 April 2013

Exactly, however in the above case the Companies are foreign company so the provisons of foreing complany would apply on them.

I have answered as per our Act requirement i.e. authorisation u/s 187.

CS Surbhi Bansal (Self Employed) (131 Points)
Replied 29 April 2013

Please let me correct if i am wrong, A POA is given by the foreign company is enough to appoint a representative to attend the AGM

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 30 April 2013

Section 187 specifically requires authorisation by way of Board Resolution.

CS Surbhi Bansal (Self Employed) (131 Points)
Replied 08 May 2013

But the members of the company is Foreign Companies. So as per my opinion POA is enough to appoint a Representative in AGM . As company law not applicable to foreign companies. Pls Correct if i am wrong.

Manish Mehra (Associate Company Secretary) (47 Points)
Replied 08 May 2013

Ms. Surabhi,

Please refer Section 187(1)(a), which clearly states that Body Corporate (i.e. foreign company) can authorise any person as its representative by resolution of Board of Directors or any other body governing the foreign company.

If you still have any doubt, feel free to ask.

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 08 May 2013

187. Representation of corporations at meetings of companies and of

creditors.—(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:

Hence, the above section clearly states that a body corporate (whether a company within the meaning of this Act or not) i.e. may be Indian Company or Foreign Company but it may be member of teh company within the meaning of this ACT, i.e. as per Comapnies At 1956 must follow all the necessary features of the member. Hence, we can say even a foreign company can authorise any person u/e. 187 (1) as representative on its behalf to attend any General Meeting or class of meeting..