Holding subsidiary company.

This query is : Resolved

C.S. CHANDANI SARUPARIA (Querist)
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23 March 2011 In case of a holding - subsidiary co plz explain the clause 4(1)(a)of The Companies Act stating " that the other controls the composition of its Board of Directors".

Also plz provide a specimen resolution for formation of a subsidiary company.

Rasesh

Rasesh (Expert)
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23 March 2011 Means: That the Composition of the Board of Directors of the Subsidiary company is controlled by the Holding Company either by way of a clause in the MOA of the Subsidiary or otherwise (i.e., in case of a WOS, it flows naturally that the composition of the Board of Subsidiary will be controlled by the Holding)

Draft:

1. Re : Promotion of a subsidiary company in the State of _________:
"RESOLVED THAT the Company do promote a company in the State of ________ having following as Main Objects with an authorised share capital of Rs. 5.00 lacs.:
“To carry on business of ................”

RESOLVED FURTHER THAT an application for availability of any of the following names for the proposed company be made to the Registrar of Companies, _________:
1. __________Limited
2. __________Limited.
and any one of the Directors of the Company, be and is hereby authorised to sign this application on behalf of the Company.

RESOLVED FURTHER THAT any one of the Directors of the Company, be and is hereby authorised severally to do all other acts, deeds and things to effectuate the aforesaid resolution."

C.S. CHANDANI SARUPARIA

C.S. CHANDANI SARUPARIA (Querist)
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24 March 2011 Can u plz explain this to me in brief or with an example. In what way it can be controlled