LAW queri

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A Company X, its managing director and another director hold respectively 1/3rd number of shares in another company Y, and thus together they hold all the shares of company Y.


Is Y a subsidiary of Company X..?

Kindly guide with the relevant provision.

Replies (2)

No. Company X has separate legal entity different from that of its managing director or its director. In this situation, company X holds only 1/3 i.e 33.33% of company Y's shares.

As per section 4 of the companies act,  more than half of the nominal value of company's equity share capital has to be held by another company (in this case X) to be classified as a subsidiary of that company. So Y would normally not be X's subsidiary. 

However, if company X has the power to control the composition of the Board of directors of company Y, then Y will become X's subsidiary, since this is also provided for by sec 4.

 

Thank you...!

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