Nominee shareholder u/s 187

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Pranjal (Querist)
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25 April 2017 As per provisio to sec 187 of Companies Act, 2013 , a company may have nominee shareholder for meeting the requirement of minimum number of members, does this imply that the corporate shareholder and the nominee shareholder will be counted as two for calculating the number of members.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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26 April 2017 Yes they are counted as two.

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Pranjal

Pranjal (Querist)
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26 April 2017 Sir, in case of nominee, the registered shareholder remains the same. Then how can we count number of members as two?

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CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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26 April 2017 No. The Registered shareholder will not remain the same.

For e.g. Mr.A (Nominee of XYZ Ltd)
Register Owner : Mr. A
Beneficial Owner: XYZ Ltd.
Shares are registered in the name of Mr. A.

Vaiyapuri kannan

Vaiyapuri kannan (Expert)
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28 June 2018 Section 187 is meant to promote a 100% India based subsidiary company by a foreign holding company without opting outsiders as shareholders but to meet out India company law requirement of minimum 2 share holders for registration of company , the foreign holding company may nominate two or more directors of its 100% subsidiary to have a minimum no of its shares . Now we may technically understand that this foreign holding may record in its financial book the total shares as its own ,ie both the shares registered or issued in its own name and the shares held by India based nominee directors after complying and filing the relevant forms with MCA . One more understanding would be such that if at later point of time , if any one of the nominee resident directors intends to surrender or transfer his shares to the same beneficiary foreign holding company , there would not be strict compliance of filing FC TRS with RBI after paying out consideration to resident nominee director because the shares are now held by resident individual as nominee of foreign beneficiary . but the resident individual has to file FC TRS formally with RBI without consideration along with an explanation for not having received consideration for transfer or surrender of shares . If any body has diffrenrt opinion , please share your view to have more clarity on the subject

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