Deemed Public Company

Pvt ltd 9467 views 11 replies

ACS_RR

Service

58 Points Joined August 2008

If A Limited Company has a subsidiary B Pvt Ltd and B Pvt Ltd has a subsidiary C Pvt Ltd....then does that C pvt Ltd become a deemed public limited Comapny under section 3(iv)(c) of the Act?

If yes, then does it have to obtain a certificate of Commencement of business and what are the forms required to be filed for the same.

Replies (11)

Ankur Garg

Company Secretary and Compliance Officer

114783 Points Joined January 2009

Hi…

You have completely misunderstood section 3(iv)(c).

C ltd may be a subsidiary company of A ltd by virtue of section 4(1)(c).

Further by virtue of Section 43A(11) the concept of deemed public limited Company is no more in force.

Regards

Sir, I want to ask further that will the Concept of Statutory Meeting be applicable to the same as Bhandari says that this concept is applicable to every private Company which is a subsidiary of a public limited company.

Then is it given only for direct subsidiary or even for indirect subsidiaries.

Ankur Garg

Company Secretary and Compliance Officer

114783 Points Joined January 2009

The concept of Statutory Meeting is applicable to all the private companies which are subsidiary of Public company by virtue of section 4(1)(c). In your language it is also applicable to indirect subsidiaries.

I would suggest you one thing. Stop using the word direct subsidiary and indirect subsidiaries because legally an indirect subsidiary is 100% a normal subsidiary. This suggestion is just to improve your Secretarial Practice and nothing else. Excuse me if you disagree with my views.

Best Regards

Manmohan ACA, CS

Chartered Accountant

14243 Points Joined February 2009

Totally agree with Ankit

Kunal

Service

65 Points Joined May 2010

If a pvt ltd company is a subsidiary of a public company, can it affix "PVT LTD" to its name ? Any return to be filed with ROC ? Can it have 2 directors, shareholders and a capital of 1 lakh ?

Ajay Mishra

Company Secretary

74342 Points Joined March 2009

Dear Friend

Ad per Department Clarification, the provision of section 149 and 165 of the Companies Act, 1956 relating to Certificate of Commencement of Business and the Statutory Meeting would not be applicable to a private company which has converted itself in to Public Company. (Department’s File No. 44/50-CLIV/62)

Regards

CS Ajay Mishra

vivek

751 Points Joined May 2009

Originally posted by : kunal
	If a pvt ltd company is a subsidiary of a public company, can it affix "PVT LTD" to its name ? Any return to be filed with ROC ? Can it have 2 directors, shareholders and a capital of 1 lakh ?

Sir,

A private company which a subsidiary of a public company does not cease to be a ‘private company’ because of Secion 3(1)(iv)(c), unlike a private company which has been converted into a public company under Section 44 of the Companies Act. Section 44(1) of the Companies Act provide that if a private company alters its articles of association in such a manner that they no longer include such provisions which constituted it to be a private company then it shall as on date of such alteration to the articles of association, cease to be a private company. However, no such provision has been made for a company falling under Section 3(1)(iv)(c) of the Companies Act.

Upto my understanding, you should write your name as it was incorporated (suppose ABC Pvt. Ltd.), no need to increase minimum number of DIrectors or paid up capital because of said provision.

Regards,

Others views solicited.

Nitin Vasavada

48 Points Joined March 2007

Friends,

Check section 3 in Companies Act on MCA website https://mca.gov.in/Ministry/actsbills/pdf/Companies_Act_1956_Part_1.pdf. There is no section 3(1)(iv)(c) at all !!! There is only 3(1)(iv) and it says "public company" means a company which is not a private company. Is this not supposed to be the latest being on MCA website?

shweta shah

nil

57 Points Joined May 2012

As per the provisions of Companies Act, 1956 a private limited company which is a subsidiary of a public company is deemed to be a public company, so is the criteria of minimum 7 members as in for a public company applicable to that subsidiary company which is a private company ? plese guide me on this query......

Priya

Company Secretary

22 Points Joined September 2013

The Company Law Board (CLB) in Hillcrest Realty Sdn.Bhd vs Hotel Queenroad (P) Ltd [(2006) 72 CLA 245 CLB] held that the basic characteristics of a private company do not get altered by the mere fact that such a company is a subsidiary of a public company.

RAJESH

Company Secretary

21 Points Joined April 2013

There is one Corporation which is fully owned by the State Government and it has been classifed as Private company but in the CIN the word "PVT" does not araise only "SGC" is available.

So, please clarify on can state government owned company/corporation will become private?