Defination of subsidiary company

[Priya Khandelwal]

Dear friends

I want your opinion that i am working for group companes in which A Company holds  114740 out of 333250 equity share and holding 10 45 940 prepresce share total share capital is 1379190 ( Equity  + Preference) therfore sahre holing of A company is more than is 84% therefre it may be hoding company due to a amedemdent as given 7 may ,2018 notification as below:

(87) “subsidiary company” or “subsidiary”, in relation to any other company

(that is to say the holding company), means a company in which the holding company—

(i) controls the composition of the Board of Directors; or

(ii) exercises or controls more than one-half of the total share capital

either at its own or together with one or more of its subsidiary companieCompanies (Specification of Definitions Details) Amendment Rules, 2018 

as per above defination prior this was not subsidiary due to defination of the total share capital.But now this defination caluse ommitted.

Amendements Dated 7 may 2018

 

In the Companies (Specification of Definitions Details) Rules, 2014, in rule 2, in sub-rule (1), clause (r) provides:

 

“Total Share Capital”, for the purposes of clause (6) and clause (87) of section 2, means the aggregate of the - 

 

 (a) paid-up equity share capital; and

 (b) convertible preference share capital;

This shall be omitted. 

After this ombission A co should be count as holding company and B is subsidiary company.....Please give your expert opinion.

[Vinu]

Hi,

Section 2(87) got amended vide Companies Amendment Act, 2017.

then, Request to refer 2(89) for further inference.

Thanks and Regards,

--
--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
---
You received this message because you are subscribed to the Google Groups "CSMysore" group.
To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+unsubscribe@googlegroups.com.
For more options, visit https://groups.google.com/d/optout.

--

Thanks & Regards,
S.Vinoth.

Be first,Be with best.

[Priya Khandelwal]

Thanks for your promt reply.

2(89) describe for the tatal voting power not for total share capital.

To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.

For more options, visit https://groups.google.com/d/optout.

[Priya Khandelwal]

Please give valuable advise.

[Priya Khandelwal]

hi,

i read the amandment which is happned in defination of Subsidiary co and i come to know that total share capital also subsituted by Toatl votitn power in defination of associate company as well as subsidiaary company.

Defination of voting power is : Total (89) "total voting power", in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes;

its mean if A company will be count holiding or associate of B company on basis of voting power and here no of hareholer is 9 ( 8+1) Equity and preference Therfore A amy give two votes then its mean A will not associte neither Hoding company of B company?????

Please give you promt reply

On Friday, May 11, 2018 at 4:30:20 PM UTC+5:30, VINOTH S wrote:

To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.

For more options, visit https://groups.google.com/d/optout.

[premnarayan tripathi]

Dear Friend,

 

Please go through following provision of CA, 2013 to determine manner of using voting rights in a poll;

 

Voting Rights

Notified Date of Section: 01/04/2014

1& 3[47. (1) Subject to the 4[provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188],— (a) every member of a company limited by shares and holding equity share capital therein, shall have a right to vote on every resolution placed before the company; and 2[(b) his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of the company.]

 

Trust this would suffice your requirement.

 

Further, to arrive at conclusive remarks over the relationship, please also go through proviso of sub-section 2 of above section;

 

Provided further that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

 

 

Thanks & regards,

 

CS. Premnarayan Tripathi

[Priya Khandelwal]

Thanks for your reply... its mean A company will be holding of the B company as perference sharehoders not getting any divident till date after issue.