Position of md apt - pvt co became subsidiary of public co

CS Ramanuj Asawa (Company Secretary) (141 Points)

04 January 2012  

 

Holding Company hereafter A Pvt. Ltd.

Subsidiary Company hereafter B Pvt. Ltd.

 

Events in chronological order:

 

1. B Pvt. Ltd. becomes wholly owned subsidiary of A Pvt. Ltd. on 10th November, 2010.

 

2. B Pvt. Ltd. appointed Managing Director in its Board Meeting held on 15th May, 2011 with a   Remuneration of Rs. 1.50 Lacs per month and filed Form no. 23 and 32.

 

3. A Pvt. Ltd. is converted from private limited to Public Limited by passing necessary resolution(s) and after complying with the other provisions the certificate for change of name is issued by RoC on 2nd July, 2011.

 

4. Consequent to the change of Status of A Ltd., B Pvt. Ltd becomes public company by operation of Section 3 (iv) of Companies  Act, 1956.

 

In the light of above events my queries are:

 

  • Whether B. Pvt. Ltd. Need to change its name and its Articles of Association?
  • As the provisions of sections 198, 269, 309 become applicable, Whether B Pvt. Ltd. has to re-appoint Managing Director and file Form no. 23, 25C and 32?"
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