Company represenation at a meeting of other company

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Vijayamahantesh V. Khannur

Company Secretary

34 Points Posted on 23 December 2010

Ours is a listed public company having a 100% subsidiary in US. That US subsidiary company is conducting an EGM and hence as a 100% sole shareholder, our company is required to participate in the meeting.

For the representation at the meeting our Company board has to appoint one person / director to participate and vote at the EGM of the subsidiary.

Query is - If there is no board meeting authorising any person / director participate at the EGM of the subsidiary company, Can any Executive Director participate in the EGM and vote for the resolution and then get the same ratified at the next board meetin of our company.

kindly reply on priority.

Replies (2)

Jaideep

Service

1240 Points Posted on 23 December 2010

First, I would like to mention, as the other is 100% subsidary of the Company, EGM can be dispensed with.

Managing Director or Executive Director can very well participate in the meeting and the same is required to ratified in next Board Meeting.

Executive Directors are whole-time employee of the company having additional power to represent the company as its Director. Also refer section 54 of the Companies Act, for the purpose of authorisation.

Jayashree S Iyer

Company Secretary

2800 Points Posted on 23 December 2010

Only authorised representative of your company can represent the Company in the general meeting of its subsidiary. Board Resolution authorising the director or any other person to act as representative of the company is must. You can even pass a circular resolution to his effect.