Board Resolution Authorising explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company or another body corporate holds shares in an investee company, it cannot walk into the investee's meeting itself. Section 113 of the Companies Act, 2013 lets its board of directors or other governing body pass a resolution authorising a person to act as its representative at the investee's general meetings. This article gives the board resolution of the investing company, the covering letter to the investee company with the certified copy, and a short identity statement for the representative. The investing company's secretary prepares them; a director or the secretary certifies the copy. Our board resolutions and legal documents service prepares such sets for corporate investors.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked before use.
A body corporate that is a member may, by a resolution of its Board of Directors or other governing body, authorise a person it thinks fit to act as its representative at any meeting of the company or of any class of members (section 113(1)(a)). That person has the same rights and powers as an individual member, including the right to vote by proxy and by postal ballot (section 113(2)). It is not a proxy: a proxy cannot speak and votes only on a poll (section 105(1)), while the authorised representative is treated by SS-2 as a member present in person.
When you need it and the legal basis
| Source | What it provides | Use |
|---|---|---|
| Section 113(1)(a) | A body corporate that is a member of a company may, by resolution of its board or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company or of any class of members. | The resolution in format (a). |
| Section 113(1)(b) | A body corporate that is a creditor, including a debenture holder, may authorise a representative at creditors' meetings held under the Act or the Rules, or under a debenture or trust deed. | The same resolution can be adapted by changing the capacity. |
| Section 113(2) | The authorised person exercises the same rights and powers, including the right to vote by proxy and by postal ballot, as an individual member, creditor or holder of debentures could. | Scope of the authority in the resolution. |
| Section 105(1) | A member entitled to attend and vote may appoint a proxy; the proxy has no right to speak and votes only on a poll; a proxy acts for not more than fifty members and such number of shares as prescribed. | Contrast table below. |
| Section 105(6) | The proxy instrument is in writing and, for a body corporate appointer, is under its seal or signed by an officer or attorney duly authorised by it. | Where a body corporate chooses to appoint a proxy instead. |
| Rule 19, Management and Administration Rules | Proxy rules: a person may act as proxy for not more than fifty members holding in aggregate not more than ten per cent of voting share capital (a member holding more than ten per cent may appoint one person who acts for no other); Section 8 company member can appoint only another member as proxy; proxy form MGT.11 as printed. | Contrast table. |
| SS-2 paragraph 3.2 | An authorised representative of a body corporate is deemed a member personally present and enjoys all the rights of a member present in person; one person may represent more than one body corporate and is counted for each for quorum, but at least two individuals must be present in person to constitute a meeting. | Quorum point. |
| SS-2 paragraph 6.6.3 | For remote e-voting, the authorisation is received by the scrutiniser or the company on or before the close of e-voting; for a postal ballot it goes to the scrutiniser with the ballot form; if the representative attends to vote, it is submitted before the meeting begins. | Timing of the covering letter. |
Representative or proxy?
| Point | Authorised representative (section 113) | Proxy (section 105) |
|---|---|---|
| Who appoints | A body corporate that is a member (or a creditor) | Any member entitled to attend and vote |
| How | Resolution of the board or other governing body | Instrument in writing signed by the appointer; for a body corporate under its seal or signed by an authorised officer or attorney |
| Rights | Same as an individual member, including voting by proxy and postal ballot | No right to speak; votes only on a poll |
| Quorum | Deemed a member personally present (SS-2 paragraph 3.2) | Not stated in the provisions read for this article; check SS-2 and the articles |
| Deposit | The authorisation as SS-2 paragraph 6.6 describes | Proxy form deposited not later than forty-eight hours before the meeting (section 105(4)) |
The format
(a) Resolution of the Board of the investing company
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , AT AT
Authorisation of a representative under section 113 of the Companies Act, 2013
"RESOLVED THAT pursuant to section 113 of the Companies Act, 2013, , , , be and is authorised to act as the representative of the Company at the of (CIN ) to be held on at at / , in respect of the equity shares of each held by the Company (folio number / DP ID and client ID ).
RESOLVED FURTHER THAT the said representative be and is authorised to exercise on behalf of the Company all the rights and powers of a member, including the right to attend, speak and vote at the meeting, to vote by proxy and by postal ballot, and to sign the attendance register and any other document the meeting requires.
RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and is authorised to certify a copy of this resolution and to furnish it to ."
Certified to be a true copy
For
Name:
Designation:
DIN or membership number:
Place: Date:
(b) Covering letter to the investee company
Date:
To: The Company Secretary / The Board of Directors
Subject: Authorisation of representative under section 113 of the Companies Act, 2013 for the general meeting on
Dear Sir / Madam,
We hold equity shares of under folio number / DP ID and client ID . In terms of section 113 of the Companies Act, 2013 we have authorised , , to act as our representative at the meeting to be held on , at at .
We enclose a certified true copy of the resolution of our Board of Directors dated for your record.
Kindly acknowledge receipt.
Yours faithfully,
For
Name: Designation:Enclosure: Certified copy of the Board resolution dated
(c) Statement of the representative
STATEMENT OF AUTHORISED REPRESENTATIVE
I, , of , a body corporate and a member of , attend the general meeting of the investee company on as the authorised representative of the investing company under the resolution of its Board of Directors dated .
Identity:
Folio number / DP ID and client ID:
Number of shares represented:Date:
How to fill it
| Placeholder | What goes in | Where it comes from |
|---|---|---|
| Name and designation of the representative | A person the board thinks fit; section 113 does not limit who | Board's choice |
| Meeting and date | The meeting named in the investee's notice | Notice of the meeting |
| Single meeting or standing authority | Choose one; the resolution may name the meeting or a continuing authority until revoked | Board's decision |
| Folio number or DP ID and client ID | As held by the investing company | Investee's register of members or depository record |
| Certifying officer | A director or the company secretary of the investing company | Resolution's last paragraph |
| Remote voting line | Include if the meeting uses remote e-voting or a postal ballot | SS-2 paragraph 6.6.3 |
Common mistakes
- Using a proxy form for a body corporate and expecting the rights of a member present. A proxy cannot speak and votes only on a poll (section 105(1)); an authorised representative has the rights of an individual member.
- Passing no resolution, only a letter signed by one officer. Section 113 speaks of a resolution of the board or other governing body.
- Delivering the authorisation after e-voting closes or after the meeting begins. SS-2 paragraph 6.6.3 sets the timing.
- Authorising a person for one meeting but sending the resolution to the wrong office of the investee company. Send it to the company secretary or the registered office.
- Forgetting that one person may represent several bodies corporate and is counted for each, but two individuals must be present to form a meeting (SS-2 paragraph 3.2).
Signing, filing and time limit
Who signs. The resolution is passed by the board of the investing company; a director or the company secretary certifies the copy. The covering letter is signed for the company. The representative signs the attendance register and the statement.
Time limit. Section 113 prints none. SS-2 requires the authorisation for remote e-voting to reach the scrutiniser or company on or before the close of e-voting, with the postal ballot form for a postal ballot, and before the meeting begins where the representative attends to vote.
Form and filing. The sources used name no form for this resolution and no filing with the Registrar; it is handed to the investee company.
Need help with board resolutions for your holdings?
Group companies and corporate investors hold shares in many entities and attend many meetings each year. Our board resolutions and legal documents team can prepare standing and meeting-wise authorisations and keep the certified copies ready for the investee companies.
Key takeaways
- Section 113 lets a body corporate authorise a representative by board resolution.
- The representative has the rights of an individual member, including postal ballot and proxy voting.
- A proxy has no right to speak and votes only on a poll.
- SS-2 treats the authorised representative as a member present in person.
- No form or time limit is printed for the resolution; SS-2 sets the timing for e-voting and ballots.
Read next
- Proxy form for a general meeting under section 105
- AGM requirements under section 96: first meeting, place and quorum
- Acknowledgement of AGM notice and consent to shorter notice
- Certified true copy of a resolution: formats
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.