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SUBSIDIARY FORMATION

pinkush (cs) (34 Points)

13 May 2010

IF ABC LTD WANTS TO BECOME WHOLLY OWNED SUBSIDIARY OF XYZ LTD THEN WHAT IS THE PROCEDURE AND WHAT ARE THE FORM OR RESOLUTIONS ARE TO BE FILE.

KINDLY GUIDE ME.

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5 Replies

Jagruti (CS) (Service) (1953 Points)
Replied 14 May 2010

If shareholder of ABC Ltd. transfer their entire shareholding to XYZ ltd. than ABC becomes the wholly owned subsidiary of XYZ.

There is no need for filing any form or resolution.

Just under take the transfer of shares in Company ABC and noting of becoming subsidiary of XYZ in minutes of ABC

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SUNIL KUMAR JAIN (PRACTISING COMPANY SECRETARY) (187 Points)
Replied 19 May 2010

Dear Friends,

Please remember XYZLtd. is a Public Company, as such provisions of Section 372A of the Companies Act,1956 are applicable.Please study this section throughly and comply the same.In case you have any specific query ,please write to me.

With Regards,

CS sunil K. Jain FCS, Practising company Secretary,9810104162, skj13 @ rediffmail.com

daya shankar singh (CA ,CS) (629 Points)
Replied 19 May 2010

The following procedure is undertaken by XYZ ltd for making ABC as its wholly owned susidiary:-

1) XYZ ltd should purchase whole f the share of ABC ltd . For this XYZ ltd require to pass unanimous resolution in BM for obtaining the approval of Board.

2) XYZ limited also require approval of members by passing Special resolution, where he exceed the limit of Sec. 372A of making Inter-corporate investment

3) XYZ ltd may take other approval form PUblic financial inst. if he has made any default under this

raspreet kaur (job) (55 Points)
Replied 19 May 2010

How can XYZ Ltd. acquire the entire shareholding of ABC Ltd. as if ABC Ltd. is a Public Ltd. Company it needs to have atleast 7 members. What can be done is that one share each may be held by other 6 shareholders & rest may be transferred to XYZ Ltd. to make ABC subsidiary of XYZ.

Deepak Maharishi (CS) (514 Points)
Replied 19 May 2010

YES ABC CAN BE MADE WHOLLY OWNED SUBSIDIARY OF XYZ EVEN BEING A PRIVATE LIMITED COMPANY.

It can be done by transferring 1 (One) share to 6 other persons BUT THOSE 6 PERSON SHALL HOLD SHARES AS A NOMINEE OF XYZ. SECTION 187C SHALL BE COMPLIED WITH BY DECLARING SUCH SHAREHOLDING IN FORM I AND FORM II AND BOTH SHALL BE ATTACHED TO FORM 22B WHICH LATER WILL BE FILED WITH THE ROC.

regards

Deepak