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arihant (Querist)
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14 March 2013 Whether holding pvt ltd company can hold 100% equity share of its pvt ltd subsidiary.

if yes whether holding company can become a member of its subsidiary company

Ajay Mishra

Ajay Mishra (Expert)
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14 March 2013 Yes, they can do so and after that such subsidiary company, becomes wholly owned subsidiary.

For maintaing the the minimum requirement of 2 members you will appoint nominee who will hold some share in the name of holding company.

arihant

arihant (Querist)
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14 March 2013 what is the procedure for appointment of nominees.

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Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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03 August 2024 Yes, a private limited company (holding company) can hold 100% equity shares in its subsidiary private limited company. This is a common structure in corporate groups where a parent company wholly owns one or more subsidiary companies.

### Key Points on Holding and Subsidiary Companies

1. **Holding 100% Equity Shares:**
- **Legal Framework:** Under the Companies Act, 2013, a private limited company can wholly own another private limited company. The holding company (parent) can have 100% equity shares in its subsidiary.

2. **Membership and Representation:**
- **Member Status:** The holding company can be a member (shareholder) of its subsidiary. In essence, the holding company will own all shares of the subsidiary and therefore be the sole member.
- **Representation:** As the sole member, the holding company will exercise all the rights of a shareholder, including attending meetings and voting.

### Procedure for Appointment of Nominees

**Nominee Appointment:**

1. **Nominee Directors:**
- **Purpose:** In a subsidiary company, a holding company may appoint nominee directors to represent its interests on the board of the subsidiary.
- **Process:**
- **Board Resolution:** The holding company’s board of directors must pass a resolution to appoint the nominee directors.
- **Notification:** The appointment should be notified to the subsidiary company.
- **Form Filing:** The nominee directors' details must be filed with the Registrar of Companies (RoC) in the prescribed forms (e.g., Form DIR-12) and updated in the company’s statutory records.

2. **Procedure:**
- **Appointment in Subsidiary:**
- **Board Meeting:** The subsidiary’s board of directors must pass a resolution to appoint the nominee directors.
- **Consent:** The nominee directors must provide their consent to act as directors.
- **Intimation:** The holding company should formally notify the subsidiary of the nomination.
- **Documentation:** Update statutory registers and file necessary forms with the RoC to reflect the change in the board.

### Practical Steps:

1. **Determine Nominee Needs:**
- Assess the role and number of nominee directors required based on the strategic interests of the holding company.

2. **Pass Resolutions:**
- Both the holding company and the subsidiary need to pass resolutions to appoint the nominee directors.

3. **File with RoC:**
- Ensure compliance by filing the required forms with the RoC and updating records as needed.

### Summary

- **Ownership:** A private limited company can hold 100% equity shares in its private limited subsidiary.
- **Membership:** The holding company can be the sole member of its subsidiary.
- **Nominee Directors:** Appointing nominee directors involves board resolutions, consent from the nominees, and proper documentation and filing with the RoC.

For detailed compliance and procedural requirements, consulting a company secretary or legal advisor is recommended to ensure all statutory obligations are met.