Applicability of Section 4.

This query is : Resolved

Guest

Guest (Querist)

21 March 2011 Dear Friends / Experts,

ABC Private Limited, a Chennai Company was incorporated in 2006.

Company has got two shareholders with paid up capital of Rs. 1 Lac.

Shareholder 1 – US National, who is a director of the company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

Shareholder 1 – Foreign Company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

Query

Whether ABC Private Limited shall be a subsidiary company of the Foreign Holding Company.

Ans : ……………..

Whether the Foreign Company shall be a deemed public company as per Section 4 of the companies act, 1956.

Ans : ……………..

Now, Company has to file it’s First Annual Return. In the Annual Return under declaration, whether the following clause is applicable or not :

Declaration clause f.

since the date of annual general meeting with reference to which the first return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty five percent, or more of its paid-up share capital;

Ans : ……………..

I shall wait for your advise on the above queries.

Thanks.

Guest

Guest (Querist)

21 March 2011 Wrongly mentioned as

'Shareholder 1' – Foreign Company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

May be read as

'Shareholder 2' – Foreign Company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

udit sharma

udit sharma (Expert)
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21 March 2011 1. Yes...

2. No.....

3. Not applicable....

CS Jignesh Mistry

CS Jignesh Mistry (Expert)
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21 March 2011 1. more than 50% holding required.
2. No. since 100% held by Foreigners
3. NA

Jayashree S Iyer

Jayashree S Iyer (Expert)
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22 March 2011 Query

Whether ABC Private Limited shall be a subsidiary company of the Foreign Holding Company.

Ans : No. To be a subsidiary, the holding company should have more than 50% shares.

Whether the Foreign Company shall be a deemed public company as per Section 4 of the companies act, 1956.

Ans : No

Now, Company has to file it’s First Annual Return. In the Annual Return under declaration, whether the following clause is applicable or not :

Declaration clause f.

since the date of annual general meeting with reference to which the first return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty five percent, or more of its paid-up share capital;

Ans : The format is old. This clause is not applicable to anyone as the concept Deemed Public company is done away with. Hence you may strike out this column in the AR.

Message likes : 1 times

Guest

Guest (Querist)

23 March 2011 Thanks a lot for the responses.

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