Holding company

Others 442 views 3 replies

 An ABC company is having a share pattern as below 

Share held by X co-95% and Y co-5% and each company appointed 3 directors each and chairman is also appinted by Y co

 Whether Y company can be considered as a holding company of ABC in view of Control over BOD.

Please clarify

Replies (3)

yes ABC Co. Will be holding co. of X ltd. Because its hold more than 50 % shareholding.

According to sub-section 1, 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:

According to the above provision Y cannot appoint or remove the directors without consent of X so that it cannot be subsidiary of ABC Company.

Please go through Shareholders agreement if any or AOA to know powers of Y to appoint or remove directors.

Hi prakash sir,

i think in above case ABC is controlled by two enterprises,one by voting power and by  BOD controls,hence Y also will also be considered as holding.

Please clarify.

  


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