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Proxy form

Shrikant (Associate) (350 Points)

06 December 2018

Body corporate incorporated outside india is one of the shareholder of Indian Company. However, to attend the EGMs and AGMs in India, the proxy form issued from their side in favour of other [person to attend and vote and the meeting needs to be apostilied or notarised????

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13 Replies

CS Vasudev Sharma (Service) (405 Points)
Replied 06 December 2018

Instead of taking proxy form ask for Representation letter so that no need of any notarisation or any thing else. Simply a letter signed by the board of directors of foregin company..

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Shrikant (Associate) (350 Points)
Replied 06 December 2018

Thanks. Can proxies appointed by the body corporate (say, 2) , will be entitles to constitute quorum requirements by attending the AGMs or EGMs of the company? As SS-2 on General Meetings says members should be personally present at the AGMs or EGMs, now in that sense how to constitute the valid quorum?

kapil gupta (217 Points)
Replied 06 December 2018

Hello sir
As per section 103 of Companies Act,2013 quorum in case of public company having member upto 1000 shall be 5 personally present
Now lets suppose at AGM Mr.x(member) , Mr.Y(member) , Mr.A(Member) , Mr.z(holding representation of 2 body corporate)
Now in the aforesaid case we will say recquirement of 5 members personally present is fulfilled and quorum is complete.
Moving further to a different case wherein AGM of ABC Ltd. only Mr.z(holding representation of 5 body corporate) is present now quorum in this case shall not be considerd as complete as prerequisite is there shall be presence of 2 individual at meeting.
As essence of meeting is atleast presence 2 members for discussing the business which is not fulfilled in later case.
Judicial pronouncement :-
Same held in case of James prain and Sons Ltd.

CS Vasudev Sharma (Service) (405 Points)
Replied 07 December 2018

As per the query of Shrikant it seems that it is about private limited.. any ways the proxy can not be counted as quorum.. In case of private limited two members physically present will be treated as quorum that's why it is better to take representation letter instead of proxy form. @ kapil as per my knowledge 1 person representing 2 body corporate can not be considered as 2 member physically present and quorum will not be as required..

kapil gupta (217 Points)
Replied 07 December 2018

hello sir vasudev
whether it is private company or it is public company
concepts remain same that
Quorum is not complete in Shirkant sir case as ESSENCE OF GENERALMEETING is presence of 2 individual for discussing the business shall always be there.
Thanks

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Shrikant (Associate) (350 Points)
Replied 07 December 2018

Thanks Vasudev and Kapil. @ Vasudev, what happens in case of represenatation letter as you have mentioned above? can a representative could be couted for quorum purpose?

kapil gupta (217 Points)
Replied 07 December 2018

Hello sir
Please refer section 113 of companies Act,2013 it first of all provides that body corpprate whether a company within the meaning of this Act or not(i.e Foreign body corporate are also included)
And the representative appointed by them shall act as orginal member
and if such representative if attend meeting is counted in quorum
and if such person doesnt attend meeting and appoint proxy then he SHALL NOT BE counted in quorum.

Moreover,Representation letter is nothing but copy of board resolution of body corporate authorising a person to act as member on their behalf represented on the letter head of company signed by its MD/WTD/CEO/Chairman,as the case may be on the behalf of board of direcror.
Thanks

CS Vasudev Sharma (Service) (405 Points)
Replied 07 December 2018

agreed with Kapil

Shrikant (Associate) (350 Points)
Replied 07 December 2018

I have a interesting query, Company is having shareholders out of them 2 body corporates (A and B) are there. One body corporate , A has appointed person C as authorised representative for meetings under section 113 of the CA, 2013. Now a another body corporate, B also wants to appoint same person C as a proxy for the meetings. Is it valid to do the same?

kapil gupta (217 Points)
Replied 07 December 2018

Good querry but i was expecting same to be coming
Answer is again same PLEASE MAINTAIN ESSENCE OF GENERAL MEETING i.e presence of 2 individuals
OR Alternatively private co. has been provided with exemption that section 101-107 and 109 of the Act shall not apply to them if articles so provides or section itself exempts them.Use this route but again use the exemption not as to destrust the essence of provisions use it as convenience
Thanks.