New company Law Effect on Holding and Subsidiary company

2. HOLDING COMPANY IN RELATION TO ONE OR
MORE OTHER COMPANIES, MEANS A
COMPANY OF WHICH SUCH COMPANIES
ARE SUBSIDIARY COMPANIES

3.  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.

4.  (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 .

5.  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.

6. 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.

7.  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)


8.  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.

9.  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.

10.  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.

11. 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.

12.  CS RAVI SHARMA
 PCS-3666
 D-63, JFF COMPLEX, JHANDEWALAN
 NEW DELHI-110055
 PHONE- 09911919008
 EMAIL ID: info.rsmco@gmail.com