Companies Act Section 112

Companies Act, Section 112: Representation of President and Governors in Meetings

Section 112 of the Companies Act deals with the representation of the President of India and Governors of States at meetings of companies. This provision ensures that when the President or a Governor is a member of a company, they are able to exercise their rights in meetings by appointing a representative to act on their behalf. The section recognizes the specific status of the President and Governors as prominent figures in the government structure and provides a framework for their participation in company affairs through their designated representatives.

Detailed Explanation of Section 112

1. Appointment of Representative by the President or Governor:

Subsection (1) grants the President of India or the Governor of a State, if they are members of a company, the power to appoint a representative to attend any meeting of the company or any meeting of a class of members of the company.

This provision is important because it acknowledges the high office of the President or Governor, recognizing that they may not be able to personally attend every meeting of the company. As such, they are permitted to delegate the responsibility to another person, whom they deem fit, to act on their behalf.

The representative can attend and participate in company meetings in the place of the President or Governor, ensuring that their interests and voting rights as members of the company are still represented effectively.

2. Rights and Powers of the Appointed Representative:

Subsection (2) specifies the legal status and powers of the person appointed under subsection (1). It states that the appointed person shall, for the purposes of the Companies Act, be treated as a member of the company.

This means that the representative is vested with the same rights and powers as the President or Governor themselves would have if they were present at the meeting. These rights include, but are not limited to, the ability to:

Vote on resolutions being discussed or decided during the meeting, which is a crucial aspect of participation in the decision-making process.

Vote by proxy, which means the representative can act as a proxy for the President or Governor, casting votes on their behalf if necessary, thus ensuring that the President or Governor's influence is not diminished in their absence.

The section ensures that the representative has full authority to engage with the company's matters as if the President or Governor were personally present. This includes the right to vote on resolutions, propose motions, and participate in discussions, subject to the rules governing the meeting.