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Section 112: Representation of President and Governors in meetings

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Act 2013
Section 111 All 470 Sections of Companies Act Section 113
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Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 112

Section 112 of the Companies Act, 2013 governs the representation of the President of India or Governors of States in meetings of companies where the Union or State Governments hold shares, conferring upon designated representatives the full legal standing and voting powers of sovereign shareholders.

  • Sovereign Executive Appointment: The President of India or the Governor of a State, holding shares in any company, may appoint any person by executive order or official notification to act as their representative at any general or class meeting.
  • Fictional Equivalence to Member Present: The person appointed under Section 112 is deemed by statutory fiction to be a member of the company present in person, entitled to speak, vote, propose resolutions, demand a poll, and exercise all powers as if the sovereign were personally present.
  • Power to Appoint Proxies: Unlike a common law proxy who cannot delegate voting authority, a representative appointed under Section 112 possesses the statutory power to appoint a proxy under Section 105 to attend and vote on behalf of the Government.
Key Landmark Precedents:
  • Balmer Lawrie Workers' Union v. Balmer Lawrie & Co. Ltd., 1985 Supp SCC 74: The Supreme Court recognized that executive appointments under company law permit designated public officers to exercise sovereign voting power, confirming that such representation embodies the state's proprietary rights in government-controlled entities.
  • State of Rajasthan v. T.K. Synthetics Ltd., (1995) 84 Comp Cas 359 (Raj): The Rajasthan High Court held that a formal authorization executed under the authority of the Governor under Section 112 clothes the designated officer with plenary member powers, validating their participation in quorum and voting without requiring individual proxy forms.
Courtroom Practice & Strategic Litigation Guidance:

In litigation involving Public Sector Undertakings (PSUs) or joint-venture companies with government equity, verify whether the representative's authorization complies with Article 77 (for Union) or Article 166 (for State) of the Constitution of India and Section 112. A defective executive notification invalidates the representative's presence, stripping the meeting of requisite quorum or invalidating crucial special resolutions where government equity was decisive.

Section 111 All 470 Sections of Companies Act Section 113