Board Resolution for Authorisation to Attend AGM (Section 113)

In accordance with the provisions of section 113 of the Companies Act, 2013 (India),

· if a body corporate is a member or a creditor, including a holder of debentures, of another company;

· then the body corporate may by a 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 any meeting of any class of members of the company or any meeting of any creditors of the company duly held in pursuance of the Act & rules thereunder;

· a person so 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.

Do refer the said section and relevant rules, if any, to have more clarity on the exact/ latest provisions.

The following template of the board resolution can be referred while drafting.

SAMPLE

// Certified True Copy //

EXTRACT OF THE MINUTES OF ...TH MEETING OF THE BOARD OF DIRECTORS OF ....................PRIVATE LIMITED HELD ON .....DAY, ..TH OF DAY (MONTH), (YEAR) AT (VENUE) AT (TIME).

Item No. ...: Authorisation to a representative to attend the ..th Annual General Meeting of (Name of the Company)

The Chairman informed the Board that our company is presently a member of (Name of the Company), and that their ...th Annual General Meeting is going to be held on (date), at (venue). A copy of the Notice of the said AGM was tabled before the meeting. The Board took note of the same.

The Board was apprised of the provisions of section 113 of the Companies Act, 2013, in accordance of which, it was suggested to appoint authorised representative to attend the said AGM on behalf of the company.

The Board considered the same and passed the following resolution unanimously:

“RESOLVED THAT pursuant to the provisions of Section 113 of the Companies Act, 2013 and rules made thereunder, including any amendments thereto for the time being in force, (Name of the Person), (Designation) of the company or failing him (Name of the Person, Address), be and are hereby severally authorized to attend as an authorized representative of the company at the ensuing ...th Annual General Meeting of (Name of the Company), of which the company is a member, to be held on (Date), or at any adjournment thereof at any later date.

FURTHER RESOLVED THAT the authority granted under the foregoing resolution shall remain in force, for each of the above mentioned authorised representatives as long as they are associated with the company, or until the time the Board passes another resolution superseding the foregoing resolution which shall be conveyed to (Name of the Company) from time to time.

FURTHER RESOLVED THAT the authorised representative appointed under the foregoing resolution can exercise his/her right to attend or appoint a proxy for the said AGM and right to speak and/or vote at the said AGM or at any adjournment thereof.

FURTHER RESOLVED THAT a true copy of the foregoing resolution certified by the Managing Director or the Company Secretary be forwarded to (Name of Company) for their records.”


For (Name of the Company),

 signature

Managing Director/ Company Secretary
DIN / Memb. No.: ..................................




..........................................................

NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.