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Incorporation of Pvt. Company

Page no : 2

CS Pooja (Company Secretary)     08 June 2009

Thank you, Mr. Vijay, for sharing the valuable knowledge.

The case cited by you makes the point clearer.

But, as already inferred by me...it is not obligatory for the subsidiary of the public to get converted into a public co....

But while incorporating the same, ROC will have objections to it...

As a learned person, may I request you to provide more information on the subject..

Thanks in anticipation..

vijay Manjrekar (Lawyer)     08 June 2009

Could you please clarify what aspects of company law in light of our above discussion do you need clarification? Im sorry am unable to appreciate your concern>>>

CS Pooja (Company Secretary)     09 June 2009


Dear Mr. Vijay
My question is crystal clear.
On what basis, will ROC approve the incorporation of a co. as pvt.  which is a subsidiary of a public limited co. when the definition of Public limited co. clarifies that "a pvt. limited co. which is a subsidiary of a public limited co." is a public co.
The case cited, as already mentioned by me, supports that it is not obligatory on the pvt. co. to get converted in to public, consequent upon its becoming subsidiary of a public.

I hope, the question is clear now

PC Agrawal (Company Secretary)     16 June 2009

Dear friends,

I am attaching copy of CLB decision in Hilcrest Realty case wherein it has been held that a private co. which is subsidiary of public co. can retain basic characteristics of a private co. as mentioned in Sec.3(1)(iii) in its Articles.



Attached File : 8 clb decision on hilcrest realty case sec.3.doc downloaded: 118 times

Suman Khurana (Company Secretary)     16 June 2009


The final course of action we adopted is to form independent pvt .td. company.

ROC is not ready at any cost to incorporate a pvt. ltd co. as subsidiary of public limited company.



Hinna Garg

J Manivannan (Advocate & Consultant)     01 July 2009

Subsidiary category would be come after incorporation only (If a new company).

The new company can be incorporate with 99% of shares  acquire by public company by way of subscriber to the memorandum and another 1% of can acquire by either individual or another corporate (As per Companies Act, the members must be two for private company).

After incorporation proposed company must fall under subsidiary category (major shares held by public company which is called holding company, given case 99% held by public company) under section 4 of the companies Act.


If I wrong kindly advise to me.


AJAY MISHRA (CS)     03 July 2009


ROC only issue Certificate of Incorporation in the name which was approved after Filing Form 1A, After issue of COI the company either be limited or private limited.


In any situation company  ROC can not issue a Certificate with addition of  "subsidiary of public company or private company".




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