Incorporation of Pvt. Company

 Yes. Not an issue

But Sir

Here ROC is objecting. According to ROC, that proposed pvt. company should be either a public limited company (Because it is proposed to be the subsidiary of public limited Company) or independent pvt ltd. company.

ROC is not getting convinced.

Can u refer me any private limited company which has recently been incorporated as subsdidiary of public limited company?

 even i have doubt in this case. But i will surely reply u after referring provisions etc.  

 I enquired here in Ahmedabad and it is found that it is possible to form teh company the way u said.

However tehre would b complication all the way.

 Infact i have not refer any case law or act but this is as per my oral discussion with a Professional in Ahbad.

I would like to share my experience with you..

In our organisation, (which is a public limited Co.), we acquired around 23 private limited companies.

Since these were direct subsidiaries of public co., all the provisions applicable to public co. are applicable on them.

Hence we converted them all into public limited companies.

 Acquiring Pvt Co would not b a probnlem but Heenaji wants to form a Pvt company by a L\Public Comp. That makes complications.

Even i would suggest to acquire a Pvt Company but Heenaji must b having some thought for Forming a Pvt Company. So i didnt insist for this way. 

Anyway..if needed i would b happy to help

Even I m very negative on the thought that ROC will allow this.

Just for ref read Section 43A (which is now abolished)

 But as far as the question of its possibility is concerned, then i think its possible..Wat u say?

The logic, I guess is: " Subsidiary of a public limited co. is public"

Hence, when the signatories to MoA is a public co., the co. cant be private...

I may be wrong in logic...but I am sure ROC will not allow it..otherwise we would have been the first people to get it done... :)

 Even i m not sure on the same....Lets have views from other learned professionals. 

Dear Pooja

with due respect, I am unable to appreciate the rationale for converting a private company which is a subsidiary of a public to mean that the private company is to be converted into a public for all purposes of the Companies Act, 1956 ("Act"). In this connection, a parallel analogy may be drawn for companies which are incorporated pursuant to Section 4(7) of the Act wherein a foreign company can incorporate a 99.99% private company with the balance 0.001% being retained by an indian individual by filing a declaration under Section 187C of the Act.

It may be noted that some of the provisions of the Act which apply to a public company apply only to a limited extent to a private company being its subsidiary. Thats why the Act, in several places, provides that "the provisions of the Act will not apply to a private company unless it is a subsidiary of a public company." This means that a private company (being a subsidiary of a public company) can continue to retain its characterisitics of a private company and need not be converted into a public company for all purposes of the Act. 

Pl correct me if I am wrong...as a student...I always value your views...

Kindly refer to Hillcrest REalty Sdn Bhd v/s Hotel Queen Road P Ltd (2006) 133 CC 742 (CLB) which dealt with this aspect.