Position of md apt - pvt co became subsidiary of public co

956 views 6 replies

 

Holding Company hereafter A Pvt. Ltd.

Subsidiary Company hereafter B Pvt. Ltd.

 

Events in chronological order:

 

1. B Pvt. Ltd. becomes wholly owned subsidiary of A Pvt. Ltd. on 10th November, 2010.

 

2. B Pvt. Ltd. appointed Managing Director in its Board Meeting held on 15th May, 2011 with a   Remuneration of Rs. 1.50 Lacs per month and filed Form no. 23 and 32.

 

3. A Pvt. Ltd. is converted from private limited to Public Limited by passing necessary resolution(s) and after complying with the other provisions the certificate for change of name is issued by RoC on 2nd July, 2011.

 

4. Consequent to the change of Status of A Ltd., B Pvt. Ltd becomes public company by operation of Section 3 (iv) of Companies  Act, 1956.

 

In the light of above events my queries are:

 

  • Whether B. Pvt. Ltd. Need to change its name and its Articles of Association?
  • As the provisions of sections 198, 269, 309 become applicable, Whether B Pvt. Ltd. has to re-appoint Managing Director and file Form no. 23, 25C and 32?"
  •  
Replies (6)

Dear Sir,

 

  1. An absolute No to your first query.

 

No need to change the status of B Limited as far as minimum paid up capital, minimum director and shareholders and Articles are concerned just bcoz of the reason that it is a subsidiary of a Public company.

 

 

  1. An absolute No to your second query too.

 

Again there is no need to re-appoint Managing Director and file Form no. 23, 25C and 32. Current MD should complete his/her term and after expiry of his/her term re-appoint him u/s 269 read with schedule XIII.

 

Revert if there is any doubt.

 

Thanks

Dear RG, What abt remuneration to be paid to MD of that B Pvt. Ltd. (private company) ? Is remuneration to be paid as per section 198 subject to 5% of net profit of company for present term of md of B Pvt Ltd ? or as per schedule XIII ?
Hi RG, I await your reply to my query, Hope to hear from you soon! Thanks

First share what is your take on that…

 

Thanks

Richank, In case I would have been sure about the same, I must have definately posted about my opinion. Since I am not sure I trust there is no point flooding forum with useless comments.

Dear RG,

Still I have one more doubt in this case :

 

What abt remuneration to be paid to MD of that B Pvt. Ltd. (private company) ? Is remuneration to be paid as per section 198 subject to 5% of net profit of company for present term of md of B Pvt Ltd or in the same manner as per the terms of his appointment ?

 

 

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
24 June 2026
Chartered Accountant

CA Darshita Shah & Co

Nadiad

CA

View Details
Company
ARTICLESHIP 24 June 2026
CA Article Trainee

Rahul Dang & Associates

Pune

CA Inter

View Details
Company
ARTICLESHIP 31 May 2026
Article Assistant

KPRS And Associates

New Delhi

CA Inter

View Details
Company
12 June 2026
Accounts & Taxation Executive

Winshine Financial Services

Mumbai

CA Inter

View Details
Company
29 May 2026
Accounts assistant

Shubh Consultancy

Mumbai

Graduate (Any)

View Details
Company
ARTICLESHIP 18 June 2026
Article Assistance

RB KESHRI & CO.

Mumbai

CA Inter

View Details
Company
24 June 2026
Chartered Accountant - GST & Direct Tax

APL

Mumbai

CA

View Details
Company
ARTICLESHIP 04 June 2026
Article

Rakhecha & Co.

New Delhi

CA Inter

View Details