The paid up share capital of PKA India Pvt. Ltd. is ₹ 20 crore, consisting of 150 lakh fully paid up Equity Shares of ₹ 10 each, and 50 lakh fully paid up Cumulative Preference Shares of ₹ 10 each. PKA India Capital Pvt.
CS Executive · Setting up of Business Entities and Closure · PYQS · June 2019
The paid up share capital of PKA India Pvt. Ltd. is ₹ 20 crore, consisting of 150 lakh fully paid up Equity Shares of ₹ 10 each, and 50 lakh fully paid up Cumulative Preference Shares of ₹ 10 each. PKA India Capital Pvt. Ltd. and PKA India Tele Services Pvt. Ltd. are holding 55 lakh and 25 lakh Equity Shares respectively in PKA India Pvt. Ltd. PKA India Capital Pvt. Ltd. and PKA India Tele Services Pvt. Ltd. are subsidiaries of Lord Krishna Pvt. Ltd. Referring to the provisions of the Companies Act, 2013 examine whether PKA India Pvt. Ltd. is a subsidiary of Lord Krishna Pvt. Ltd.? Would your answer be different if Lord Krishna Pvt. Ltd. has five out of total seven directors on the Board of Directors of PKA India Pvt. Ltd. ?
Answer & Explanation:
As per Section 2(87) of the Companies Act, 2013, subsidiary company means a company in which the other company ('Holding Company'): Controls the composition of the Board of Directors; or Exercises or controls more than one-half of the total voting power either at its own or together with one or more of its subsidiary companies. The meaning of phrase 'total voting power' has been defined under Section 2(89) of the Companies Act, 2013, which states that total voting power in relation to any matter means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes. The total equity share capital of PKA India Pvt. Ltd. is ₹ 1500 Lakhs and in absence of any specific condition in the problem, it may be presumed that the all equity share of PKA India Pvt. Ltd. is carrying equal voting rights. The PKA India Capital Pvt. Ltd. holds ₹ 550 Lakhs in PKA India Pvt. Ltd. and PKA India Tele Services Pvt. Ltd. holds ₹ 250 Lakhs in PKA India Pvt. Ltd. And PKA India Capital Pvt. Ltd. and PKA India Tele Services Pvt. Ltd. both are subsidiaries of Lord Krishna Ltd. From the above, it is clear that PKA India Capital Pvt. and PKA India Tele Services Pvt. Ltd. collectively holds 800 lakhs equity share capital in PKA India Pvt. Ltd, and both of them are subsidiaries of Lord Krishna Ltd. Thus, in view of Section 2(87)(ii) of the Companies Act, 2013, it can be said that Lord Krishna Ltd exercises or controls more than half of the total voting power in PKA India Pvt. Ltd together its subsidiaries viz. PKA India Capital Pvt. and PKA India Tele Services Pvt. Ltd. Accordingly, PKA India Pvt. Ltd shall become an indirect subsidiary of Lord Krishna Ltd. Even if Lord Krishna Ltd would have right to appoint five directors out of total seven directors in PKA India Pvt. Ltd even then Answer would remain same for the question of Lord Krishna Ltd.' However, under this circumstance, PKA India Pvt. Ltd., becomes direct subsidiary of Lord Krishna Ltd., as per the provisions of Section 2(87)(i) of the Companies Act, 2013 i.e. through controlling the composition of Board of Directors.
Topics: Companies Act, 2013
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