Holding 100% pref shares

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nisha

nisha (Querist)
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30 June 2014 What is the relationship between 2 companies called if one is holding 100% prefrence shares of another.

CS,CA F,Numrologi TusharSampat

CS,CA F,Numrologi TusharSampat (Expert)
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30 June 2014 holding -subsidiary co................................

Rupesh Jain

Rupesh Jain (Expert)
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01 July 2014 it share with voting right then called 100% owned subsidiary co.

nisha

nisha (Querist)
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01 July 2014 Rupesh sir what if there is no voting right

Aashok Kumar Sharma online

Aashok Kumar Sharma online

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28 July 2024 When one company holds 100% of the preference shares of another company, the relationship between the two companies is as follows:

### **1. Relationship Between Companies:**

**Holding and Subsidiary Company:**

- **Holding Company:**
- The company that holds 100% of the preference shares is termed as the **"Holding Company."**

- **Subsidiary Company:**
- The company whose preference shares are held 100% by another company is termed as the **"Subsidiary Company."**

### **2. Impact of No Voting Rights:**

- **Preference Shares:**
- Preference shares generally do not carry voting rights, but they do provide certain preferential rights, such as preferential payment of dividends and/or repayment of capital upon liquidation.

- **Control and Influence:**
- Despite the absence of voting rights, holding 100% of the preference shares can still indicate a strong financial relationship and influence. However, if preference shares do not come with voting rights, the control exercised through these shares is limited to financial aspects (such as dividends) rather than managerial control.

### **3. Relevant Legal Framework (Companies Act, 2013):**

- **Section 2(46) - Holding Company:**
- Defines a holding company as one that holds more than half of the share capital or voting power of another company or controls the composition of its board.

- **Section 2(87) - Subsidiary Company:**
- Defines a subsidiary company as one where the holding company:
- Controls the board of directors,
- Holds more than half of the voting power,
- Or holds more than half of the share capital.

### **4. Practical Considerations:**

- **Financial Influence:**
- While the holding company may not have voting rights through preference shares, it can still influence financial outcomes such as dividends and liquidation preferences.

- **Management Control:**
- If the holding company does not have voting rights, it might not directly influence management decisions. Control would typically be exerted through the ownership of ordinary shares, which carry voting rights.

### **Summary:**

- **Relationship:**
- The relationship is termed as a **"Holding and Subsidiary"** relationship.

- **No Voting Rights:**
- Even without voting rights, holding 100% of preference shares establishes a financial control or influence over the subsidiary. However, managerial or operational control is usually limited if there is no voting power associated with the shares.

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