corporate relations

In a scenario of an unlisted Public Ltd Company and its subsidiary society, how can the Company monitor the functioning of the Club under it. As the infra and improvements belong to the Company's shareholders, can the Company Directors overlook the Club executive committee meetings...?

Under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, if the unlisted public company fulfills the following criteria, then at least 2 independent Directors are required.

The conditions herein are:

1. A company with a paid-up share capital of Rs. 10 crores or more.

2. A company with RS. 100 Crore and more turnover

3. Companies with outstanding loans, debentures, and deposits exceeding Rs. 50 Crores.

And in such case-independent directors, are responsible and have a duty to attend the committee meetings and take care of the committee maters.

And the Board of Directors in general, without the independent directors, under the exemption wherein the Unlisted public companies which are in joint a joint venture, a wholly-owned subsidiary or a dormant company, doesn’t require to appoint Independent Director. In such a case the company’s directors are not under any obligation to attend the committee meetings.


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The posting suggests deeper issues. Please post complete facts.


The club (regd society) is the subsidiary of the Company registered with RoC as per MCA rules. Since the Board of Directors are answerable to the shareholders of the company, the company should have a control over the club. To control and monitor the subsidiary in the perspective of the invested shareholders, what can be the mechanism. The club has a separate executive committee as well.

The Company can insist that there should be Company's nominee in the EC.




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