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New company Law Effect on Holding and Subsidiary company

New company Law Effect on Holding and Subsidiary company

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    New microsoft office power point presentation New microsoft office power point presentation Presentation Transcript

    • HOLDING COMPANY IN RELATION TO ONE OR MORE OTHER COMPANIES, MEANS A COMPANY OF WHICH SUCH COMPANIES ARE SUBSIDIARY COMPANIES
    •  IN RELATION TO ANY OTHER COMPANY MEANS A COMPANY IN WHICH THE HOLDING COMPANY:  CONTROLS THE COMPOSITION OF THE BOARD OF DIRECTORS ;  EXERCISES OR CONTROLS MORE THAN ONE HALF OF THE TOTAL SHARE CAPITAL EITHER AT ITS OWN OR TOGETHER WITH ONE OR MORE OF ITS SUBSIDIARY COMPANIES.
    •  (1) NO COMPANY SHALL , EITHER BY ITSELF OR THROUGH ITS NOMINEE , HOLD ANY SHARES IN ITS HOLDING COMPANY AND NO HOLDING COMPANY SHALL ALLOT OR TRANSFER ITS SHARE TO ANY OF ITS SUBSIDIARY COMPANY. ANY SUCH TRANSFER OR ALLOTMENT IF DONE SHALL BE VOID. EXCEPTIONS 1. WHERE THE SUSIDIARY HOLD SHARES AS THE LEGAL REPRESENTATIVE OF A DECEASED MEMBER OF HOLDING COMPANY; OR 2. WHERE THE SUBSIDIARY COMPANY HOLDS SUCH SHARES AS A TRUSTEE;OR 3. WHERE THE SUBSIDIARY COMPANY IS A SHAREHOLDER EVEN BEFORE IT BECAME A SUBSIDIARY COMPANY OF HOLDING COMPANY .
    •  SEC 88(4) OF COMPANIES ACT,2013 PROVIDES A COMPANY MAY, IF SO AUTHORISED BY ITS ARTICLES, KEEP IN ANY COUNTRY OUTSIDE INDIA, IN SUCH A MANNER AS MAY BE PRESCRIBED A PART OF REGISTER OF MEMBERS, SECURITY HOLDERS AND DEBENTURE HOLDERS CALLED AS FOREIGN REGISTER.
    • SECTION 149(3) PROVIDES EVERY COMPANY SHALL HAVE ATLEAST ONE DIRECTOR WHO HAVE STAYED IN INDIA FOR TOTAL PERIOD OF NOT LESS THAN 182 DAYS IN THE PREVIOUS CALENDER YEAR.
    •  SECTION 149(5) PROVIDES THAT EVERY COMPANY EXISTING ON OR BEFORE THE DATE OF COMMENCEMENT OF THIS ACT SHALL, WITHIN 1 YEAR FROM SUCH COMMENCEMENT OR FROM THE DATE OF NOTIFICATION OF RULES IN THIS REGARD, AS MAY BE APPLICABLE COMPLY WITH THE REQUIREMENTS OF THE PROVISIONS OF SEC. 149(3) 
    •  SECTION 173(2) PROVIDES THAT EVERY DIRECTOR OF COMPANY CAN PARTICIPATE IN THE MEETING OF BOARD OF DIRECTORS EITHER AS A PERSON OR THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS.  PROVIDED THAT THE CENTRAL GOVT. MAY, BY NOTIFICATION PRESCIBE SUCH MATTERS WHICH SHALL NOT BE DEALT THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS.  SECTION 174(1) FURTHER ADDS THE DIRECTORS PARTICIPATING IN MEETING THROUGH VIDEO CONFERENCING WILL BE COUNTED FOR PURPOSE OF QUORAM.
    •  SEC 92(1) OF COMPANIES ACT, 2013 FURTHER EXTENDS SCOPE OF DISCLOSURE IN ANNUAL RETURN BY INCLUDING FOLLOWING POINTS:-  (a) its registered office, principal business activities, particulars of its holding (Foreign/Indian), subsidiary and associate company.
    •  SEC 128(3) PROVIDES THAT THE BOOKS OF ACCOUNT AND OTHER BOOKS AND PAPERS MAINTAINED BY THE COMPANY WITHIN INDIA SHALL BE OPEN FOR INSPECTION AT THE REGISTERED OFFICE OF THE COMPANY.  PROVIDED THAT THE INSPECTION IN RESPECT OF ANY SUBSIDIARY OF COMPANY SHALL BE DONE ONLY BY THE PERSON AUTHORISED IN THIS BEHALF BY A RESOLUTION IN BOARD MEETING.
    • WITHOUT PREJUDICE TO THE PROVISIONS CONTAINED IN THIS ACT, A COMPANY SHALL UNLESS OTHERWISE PRESCRIBED, MAKE INVESTMENT THROUGH NOT MORE THAN TWO LAYERS OF INVESTMENT COMPANY. PROVIDED THE PROVISIONS OF THE SUB SECTION SHALL NOT AFFECT :-  (a) A COMPANY FROM ACQUIRING ANY OTHER COMPANIES INCORPORATED IN A COUNTRY OUTSIDE INDIA, IF SUCH OTHER COMPANY HAS INVESTMENT SUBSIDIARIES BEYOND TWO LAYERS AS PER THE LAWS OF SUCH COUNTRY;  (b) A SUBSIDIARY COMPANY FROM HAVING ANY INVESTMENT SUBSIDIARY FOR THE PURPOSES OF MEETING THE REQUIREMENT UNDER ANY LAW OR UNDER ANY RULE OR REGULATION FRAMED UNDER ANY LAW FOR TIME BEING IN FORCE.
    •  CS RAVI SHARMA  PCS-3666  D-63, JFF COMPLEX, JHANDEWALAN  NEW DELHI-110055  PHONE- 09911919008  EMAIL ID: info.rsmco@gmail.com