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Minimum directors for private company

Niki Shingade (Company Secretary) (83 Points)

28 January 2010

Should a private limited company which is a subsidiary of a public company have a minimum of 2 or 3 directors?

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23 Replies

Parmod Agarwal (Assistant Manager) (394 Points)
Replied 28 January 2010

Dear Niki, As per company Act in case of Private Company Minimum No of Director should be 2.

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Niki Shingade (Company Secretary) (83 Points)
Replied 28 January 2010

Dear Mr. Pramood,

I am still confused between Sec. 252 and Sec 4. Explanations to Sec 4 does not provide the priviledge to a private co. which is a subsidiary of a public about having 2 directors?

Pls help

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 January 2010

Dear Niki, There is no confusion whatsoever. For a private co. min. no. of dir. are 2. Subsidiary status does not make any difference. So there is no need to worry. Best Regards

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Ganesh Pai (Accountant) (32 Points)
Replied 28 January 2010

since the private company which is a subsidiary of public company is considered as public company as per Companies Act 1956, the minimum directors should be 3

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 28 January 2010

Dear Niki, The Private company which is a subsidiary of public company is a Public Company as per section 3(1)(iv)(c). Therefore, in this case the requirement of director would be 3 and not 2.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 January 2010

This is simply unbelievable. No words to express. Kindly don’t confuse others. A private, company which is subsidiary of a public company, can 100% continue with minimum 2 members and minimum 2 directors u/s 252 (Section 252 deals with minimum number of directors). You may go for any kind of legal consultancy in this world. Nobody can cross this simple interpretation under Companies Act, 1956. Best Regards

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sivaram (Asst Mgr-Taxation) (6918 Points)
Replied 28 January 2010

Good one .But Mr Ankur sir the theory portion is reproduced by others in section 3 as it is and they say 3 and since you are well experienced you come out and say 2 definitely one has to get all this experience to comment on this issue.Thank u sir

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 January 2010

Dear Sivaram, This is sheer lack of practical exposure and nothing else. By God's grace i don't need to refer book or bare act while discussing 90% of the quaries. Regards

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 28 January 2010

HI i agree with ankur.the attached file includes case law which will solve ur query

Attached File : 42 clb on pvt co subsidiary of public c.pdf downloaded: 1130 times

Niki Shingade (Company Secretary) (83 Points)
Replied 28 January 2010

Dear All,

Thank you very much for such renowed opinions.

I have confirmed the above matter with the ROC. It says that it allows companies to be incorporated as subsidiary of public company and having just 2 directors.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 January 2010

Well this is very surprising for me that every time we have to search for some case law or DCA clarification for this kind of plain interpretation. It was a simple and established one indeed. Anyways thanks dear Hardik for the attachment. Regards