Chapter VII - Management and Administration
Section 112
Section 112: representatives of the President and Governors at meetings
Where the President of India or the Governor of a State holds shares in a company, section 112 lets them appoint a representative to attend meetings. The representative is treated as a member.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting of the company or at any meeting of any class of members of the company. (2) A person appointed to act under sub-section (1) shall, for the purposes of this Act, be deemed to be a member of such a company and shall be entitled to exercise the same rights and powers, including the right to vote by proxy and postal ballot, as the President or, as the case may be, the Governor could exercise as a member of the company.
Introduction
This is how the Central and State Governments, which hold shares in the name of the President or a Governor, take part in general meetings of Government companies and other companies.
Section 112 commenced on 12 September 2013 under S.O. 2754(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013.
Key takeaways
Who may appoint
The President of India or the Governor of a State, if a member of the company.
Which meetings
Any meeting of the company or of any class of its members.
Deemed member
The representative is deemed a member and may exercise the same rights and powers as the President or Governor, including voting by proxy and postal ballot.
Appointment of a representative
Under section 112(1), the President of India or the Governor of a State, if a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting of the company or at any meeting of any class of its members.
Rights of the representative
Under section 112(2), the person appointed is deemed, for the purposes of the Act, to be a member of the company. The representative may exercise the same rights and powers, including the right to vote by proxy and by postal ballot, as the President or the Governor could exercise as a member.
Practical preparation
Obtain a copy of the appointment of the representative before the meeting; record the representative in the attendance register; count the representative for quorum as a member; allow voting by proxy and postal ballot as the member could.
Practical checklist
Do
- Ask for the appointment document in advance and keep it with meeting records.
Avoid
- Do not treat the representative as a mere proxy; section 112 deems the representative a member.
Illustrative example
Hypothetical: a State-held company’s AGM
A State Government holds shares in a company in the name of the Governor.
Appointment
The Governor appoints an official as representative for the annual general meeting.
Attendance
The official attends and is treated as a member.
Voting
The official votes on the resolutions with the same rights as the Governor.
Outcome
- The State’s shareholding is represented at the meeting.
Glossary
- Representative
- The person appointed by the President or a Governor under section 112 to attend and act at meetings.
- Postal ballot
- Voting by post or electronic means under section 110.
Frequently asked questions
Is the representative counted as a member?
Yes. Section 112(2) deems the representative a member for the purposes of the Act.
Can the representative vote by proxy?
Yes. Section 112(2) expressly includes the right to vote by proxy and postal ballot.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026