Formation of board of directors : The companies act 2013 under section 2(87) gives that a company shall become other subsidiary of a company. Where the latter controls the create the former company of the board of directors.
Exemption not available
An investment which has the effect of creating other company and the former company of the subsidiary. It shall not be exempted from the conditions of section 186 of the act 2013.
Subsidiary not agent of holding company
A company whose shares are managed by another company is not specified presence of that control properly to be specified as agent.
Director of holding company not its subsidiary
A director of a holding company does not automatically become a shareholder or a director of its subsidiary or can claim management of the subsidiary to control or any fiduciary duty on it.
Create Corporate governance
If the holding company is a listed company on clause 49 V contains:
The board of directors has one independent director of the holding company. He/She be on the board of directors of a material non-listed subsidiary company in India.
The financial statements are review the holding company and their audit committee and the unlisted subsidiary company made the investments.
The proceedings of the board meetings of the unlisted subsidiary company shall be placed at the board meeting of the listed holding company. On daily, the management should bring to the attention of a listed company. A declaration of all significant arrangements and transactions entered into by the unlisted subsidiary company.
The company shall develop a policy for deciding “material” subsidiaries and such policy shall be published on the company’s website and contains a web link also. It shall be given in the annual report.
In this section, a subsidiary shall be compared as material. If the company investment in the subsidiary increases 20% of its consolidated net worth.
Disposing, selling and leasing 20% of the assets of the material subsidiary on a combination basis during a financial year.
Significant arrangement or transaction
The word “significant transaction or arrangement shall mean any separate arrangement or transaction which exceeds or is likely to increase 10% of the total assets or total revenues. On instantly, the unlisted material subsidiary preceding accounting year.
Applicability of the provisions
Where a listed organization has a listed subsidiary holding a company itself. The conditions of this rule shall apply to the listed subsidiary.
Incorporation of Subsidiary
Resolution under section 186
Subscription to the MOA of the subsidiary may attract section 186 of the act 2013. The required resolution under section 186 of the 2013 act will have to be passes severally, by the investing company.
Holding of shares
The existing company should hold at least more than half value of the share capital of the new company registration under section 2(87) of the act 2013.
Officers who is in default
The companies act 2013 under section 2(60) specified certain company officers to be officer who is in default for the intention of any provision of the act which represents the company officer. This section contains:
Key managerial personnel
Any key managerial personnel or any person who is under the immediate authority of the board. It is charged with any duties involving authorizes, maintenance, distribution or filing of records or accounts.
Where there are no key managerial personnel, such directors as mentioned by the board.
Any person in conformity with whose directions, advice or instructions the company board of directors is accustomed to act.
All director of a company, in favor of a contravention of any of the condition of this act, who is aware of such resistance by virtue of the receipt by him of any proceedings of the board.
In favor of the transfer or issue of any company shares, the share transfer agents, merchant bankers and registrars to the issue or transfer.
Section 177 overrides articles
The companies act 2013 under section 169 regarding removal of director overrides conditions of AoA of the company creating directors to hold office until resignation or till life.
Jurisdiction of court
Jurisdiction of court in case of change of their registration office will depend on the actual facts relating to the date of shifting and on the conduct of parties. Even if the fact of shifting is suppressed, the registration office has shifted during the six months and they will choose the jurisdiction.
Association registered under the companies act 2013
License company
An association where registered as a company is commonly formed as a guarantee company under section 8 of the 2013 act.
Application to regional director
For receiving license, an application should be made electronically to the concerned regional director.
Availability of Name
Before applying to the ROC for a license, an application made electronically to the concerned ROC for availability of the name.
Penalty for default
Every member of a partnership or association formed in resistance of section 464 of the act 2013.
Meaning of business activity
The companies act 2013 under section 464(1) of business section means any useful activity and does not necessarily mean nor is limited to commercial activity.
Company registration is not only for profit making
The companies act 2013 under section 464 show that a company need not always be registered to carry on a business venture with a view to making profit. What is required for the company registration and incorporation is that the company must be formed with certain objects which are lawful.
Formation agreement for registering a company
Whereas Mr. Karthick a promoter and also one of the company director and has agreed to form a private limited company for doing a business like exporting garment hangers.
Now therefore, it is resolved that Mr. Karthick forthwith take steps to register a private a limited company with its registration office at Bangalore with the name “Meena Garment Exports Private Limited” or such name made available by the ROC at Bangalore.
Application for name
An application should be made electronically for the suggested name to the ROC, Bangalore is specified in e-Form INC-1 with the application fee.
Registration
After name is available by the ROC, steps should be taken to incorporate the company.
Partnership converted into private limited company
When a partnership is converted into a private limited company it does not any longer to keep the character of a partnership.