HOLDING & SUBSIDIARY CO

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here is One Company  A PVTLTD.

AUTHORISED S/C = 2 CRORES, PAID UP CAPITAL= 1 CRORE, RESERVES= 1.20 CRORE,

TURNOVER= MORE THAN 100 CRORES

The Shareholders in the company are:

MR W - DIRECTOR

MR X- DIRECTOR

MR Y,

MR Z

 

 

Now there is another company B PVT LTD

AUTHORISED S/C = 1 CRORES, PAID UP CAPITAL= 1.45 lacs , RESERVES= 70.00 lacs,

TURNOVER= around 25 CRORES

The Shareholders in the company are:

MR W

MR X- DIRECTOR

MR Y- DIRECTOR

MR Z- DIRECTOR.

 

 

WE WANT TO MAKE THE COMPANY B AS THE SUBSIDIARY OF COMPANY A.

QUES 1: WHAT IS THE METHODOLOGY OF MAKING CO. B AS SUBSIDIARY OF CO. A?

QUES 2:  AT WHAT RATE SHOULD MR W PURCHASE SHARES OF B PVT LTD TO MAKE IT A SUBSIDIARY OF A PVT LTD WITHOUT INCURRING ANY TAX DEFAULT.

 

KINDLY ADVISE.

Replies (3)

A per section 4 of compaines act 1956 where the first-mentioned company is an existing company in respect of which the holders of preference shares issued before the commencement of this Act have the same voting rights in all respects as the holders of equity shares, exercises or controls more than half of the total voting power of such company will be holding company

 

here all the share holder of A ltd is the share holders of B ltd so the B ltd will consider Subsidiary of A ltd. by default

 

Pls. convey if I am wrong in conclusion
 

Dear Mr. Sharma,

Having common shareholders does not make 2 companies enter into holding & subsdiary relationship.

The condition said by you above is applicable when 1 company holds > 50% shares in other company.

QUERY FOR OPINION:

There are Four Companies

X Private Limited

Y Private Limited

Z Private Limited

A Limited

Shareholding Pattern:

X Private Limited: 100% holding by the Directors/Relatives

Y Private Limited: 33.33% holding by X Private Limited

Z Private Limited: 33.33% holding by X Private Limited

A Limited : 50% holding by X Private Limited/ Director of X Private Limited

Board of Directors:

X Private Limited: 4 Directors

Y Private Limited: 3 Directors Out of Which 1 Director from X  Private Limited

Z Private Limited: 3 Directors Out of Which 1 Director from X  Private Limited

A Limited : 3 Directors out of which 2 Directors from X Private Limited

Now Query is what is relationship between these four companies, considering the X Private Limited as the main Company?

Whether other mentioned company became the subsidiary of X Private Limited?

Whether the Audited Accounts or Abstract as per Section 212 are to be attached Holding Company?

Whether Consolidated Balance sheet is required to be made?

What will happen, in case pattern of shareholding and Board of Directors changes of Subsidiary Companies?

 

 


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