The paid up share capital of Star Furnishing Limited is 1,00,00,000 divided into 10,00,000 equity shares of 10 each as at 31st March, 2024. Out of…

CA Intermediate · Corporate and Other Laws · PYQS · September 2024
The paid up share capital of Star Furnishing Limited is 1,00,00,000 divided into 10,00,000 equity shares of 10 each as at 31st March, 2024. Out of this, Home Decor Limited is holding 6,00,000 equity shares and the remaining equity shares of 4,00,000 held by others. Simultaneously, Star Furnishing Limited is holding 7% equity shares of Home Decor Limited out of which 2% equity shares are held as a legal representative of a deceased member of Home Decor Limited. On the basis of the given information, examine and answer the following queries with reference to the provisions of the Companies Act, 2013: (i) Can Star Furnishing Limited make further investment in equity shares of Home Decor Limited during 2024-25? (ii) Can Star Furnishing Limited exercise voting rights at the Annual General Meeting of Home Decor Limited?

Suggested Answer and Working Notes:

(a) (i) Can Star Furnishing Limited, make further investments in equity shares of Home décor Limited during 2024-25? According to section 19 of the Companies Act, 2013, a subsidiary company is not allowed to hold shares of its holding company. The prohibition also extends up to the nominees of the subsidiary company. Also, a holding company shall not allot or transfer its shares to any of its subsidiary companies and any such allotment or transfer of shares of a company to its subsidiary company shall be void. The prohibition does not apply to the following cases: (a) Where the subsidiary company holds such shares as the legal representative of a deceased member of the holding company; or (b) Where the subsidiary company holds such shares as a trustee; or (c) Where the subsidiary company is a shareholder even before it became a subsidiary company of the holding company, but in this case, it will not have a right to vote in the meeting of holding company. It is also provided that the subsidiary company shall have a right to vote at a meeting of the holding company only in respect of the shares held by it as a legal representative or as a trustee. In the given question Star Furnishing Limited is a subsidiary of Home Décor Limited as it holds 60% (6,00,000/10,00,000 shares) shares of Star Furnishing Limited. Simultaneously, Star Furnishings Limited is holding 7% equity shares in Home Décor Limited out of which 2% are held as a legal representative of a deceased member of Home Décor Limited. These shares are held by Star Furnishings Limited before Home Décor Limited became its holding company. However, after becoming its subsidiary, Star Furnishings Limited cannot make further investment in Home Décor Limited. (ii) As per second proviso to section 19, a subsidiary company shall have a right to vote at a meeting of the holding company only in respect of the shares held by it as a legal representative or as a trustee. Accordingly, Star Furnishings Limited can exercise voting rights at the Annual General Meeting of Home Décor Limited only in respect of 2% shares held in the capacity of legal representative and not for other 5% shares.

Topics: Share Capital and Debentures

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