18 November 2010
In case of a private limited company which have only 2 shareholders who are foreign companies can the proxy be appointed on behalf of both of the companies for the purpose of holding an agm in india.
As per section 174 of the Companies Act, 1956 unless the Articles of a Company provide for a large number, in case of a Public Company, 5 members personally present shall be the quorum and in case of any other company, presence of 2 members will constitute valid quorum.
In your case since, both the shareholders are foreign companies, each company can authorise an individual as its representative under section 187 of the Companies Act, 1956 to attend and vote at the meeting on behalf of the Company. the presence of such representative shall be sufficient for forming a valid quorum.Both the Companies will have to pass a resolution in the Board Meeting under section 187 of the Companies Act, 1956 for appointing its representative who will will be authorised to attend and vote on its behalf in the GM of said private Limited Company.
A Certified true copy of the said resolution will have to be furnished to the Private Company in which the foreign Companies are members.
Even if this is not possible, then the representatives so appointed under section 187 of the Act have the same right as are available to the members of the Company and so they have the right to appoint the proxies on their behalf to attend and vote at the AGM of the private limited company.
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