When the relationship
between two companies is such that one of the companies is in a position to exercise
a certain kind of control over the other company, the controlling company is
known as the Holding Company. The controlled one is the Subsidiary Company of
the Holding Company.
|
|||
The relationship of Holding Company and Subsidiary Company may arise in
any of the following ways.
|
|||
1.
|
By control over the composition of the Board of Directors in another company
|
||
2.
|
By holing more than half of the nominal value of the equity share
capital of other company.
|
||
3.
|
Subsidiary of a Subsidiary Company is the Subsidiary
Company of the parent company
|
||
In determining the Holding Subsidiary relationship, the following points
are very important to b3 considered.
|
|||
a.
|
Any shares held or power exercised by a company in a fiduciary capacity shall be treated
as not held or exercised by it.
|
||
b.
|
Any shares held or power exercisable
|
||
|
|
i.
|
By a person as a nominee for a company;
|
|
|
ii.
|
By or by a nominee for, a subsidiary of a company.
|
|
This provision is subjected to the below given provisions c and d.
|
||
c.
|
Any shares held by virtue of the provisions of any debenture of the company
or of a trust deed for securing the issue of such debentures shall be
disregarded; and
|
||
d.
|
Any shares held by way of security only for the purpose of a business
transaction entered into in the ordinary course of business shall not be
treated as so held by that other company.
|
||
Some important points:
|
|||
A Subsidiary Company cannot be a member of a Holding Company
|
|||
But Section 42 of the Companies Act, 1956 provides that, where it was
before it become a Subsidiary Company, it shall not have any voting right at
a meeting, though it may have other rights of members.
|
No comments:
Post a Comment