11 August 2009
Suppose A Pvt Ltd holds say 50% of shares in B Pvt Ltd. Since holding of A Pvt ltd is not more than 50% it cannot become the holding company of B Pvt ltd u/s 4 of the companies act. So how can it become the holding company by having the management control because since share holding is insufficient how one can take control on the board especially when there are only 2 shareholders involved i.e. in the present case A Pvt Ltd holds 50% & say C Pvt Ltd holds 50% share capital of B Pvt Ltd then if A pvt Ltd wants to have holding status of B then how can it acquire management control.
11 August 2009
the composition of a company's Board of directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercisable by it at its discretion without the consent or concurrence of any other person, can appoint or remove the holders of all or a majority of the directorships; but for the purposes of this provision that other company shall be deemed to have power to appoint to a directorship with respect to which any of the following conditions is satisfied, that is to say — (a) that a person cannot be appointed thereto without the exercise in his favour by that other company of such power as aforesaid; (b) that a person's appointment thereto follows necessarily from his appointment as director, managing agent, secretaries and treasurers, or manager of, or to any other office or employment in, that other company; or (c) that the directorship is held by that other company itself or by a subsidiary of it.
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