Holding Subsidiary Company

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RISHABH JAIN (Querist)
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07 December 2010 If A Ltd becomes the Holding Company of B ltd then what are the compliance required to be met by Altd(holding co) as per Companies act and ROC?????

Jayashree S Iyer

Jayashree S Iyer (Expert)
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09 December 2010 1) If MOA / AOA is altered file Form 23 with ROC
2) For share allotment and change in AC, file form 2 and 5
3) If there is any change in constitution of directors, file Form 32.

Following points of Companies Act may be kept in mind.

Check the Articles. If the business plan, etc. of the subsidiary needs approval of the holding company then necessary approvals from holding company by way of Board Resolution must be obtained.

As per Section 212, the balance of holding company shall include Balance Sheet, P&L, Director's Report, Auditor's Report, statement of holding company's interest in the subsidiary, etc.

Again the Director's report under Section 217(2) shall deal with changes which have occured during the financial year in the company's subsidiaries or in the nature of the business carried on by them.

As per 214 the authorised representatives of the holding company has the right of inspection of the books of accounts of the subsidiaries.

Members of the holding company can exercise the rights conferred by section 235(application for investigation of the affairs of the company) in respect of subsidary also.

Experts are requested to add further.