Madan Pvt. Ltd. is a partially owned subsidiary of Puri Ltd., holding 90% of its shares. The company does not have any listed securities and is not…
CA Intermediate · Corporate and Other Laws · RTP · May 2025
Madan Pvt. Ltd. is a partially owned subsidiary of Puri Ltd., holding 90% of its shares. The company does not have any listed securities and is not in the process of listing on any stock exchange. Puri Ltd., the holding company, prepares and files consolidated financial statements (CFS) with the Registrar in compliance with applicable Accounting Standards. Considering the above, analyze and examine the following situations: Is Madan Pvt. Ltd. required to prepare its own consolidated financial statements? What are the requisite conditions for the same?How does it matters, if Madan Pvt. Ltd. had securities listed on a recognized stock exchange?
Suggested Answer and Working Notes:
As per section 129 of the Companies Act, 2013, where a company has one or more subsidiaries or associate companies, it shall (in addition to financial statements prepare a consolidated financial statement (CFS) of the company and of all the subsidiaries, associate companies and joint ventures in the same form and manner as that of its own and in accordance with applicable accounting standards. Such CFS shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Exemptions from preparation of CFS According to section 129 (3) , the preparation of consolidated financial statements by a company is not required if it meets the following conditions: It is a wholly owned subsidiary, or is a partially owned subsidiary of another company and all its other members, including those not otherwise entitled to vote, having been intimated in writing and for which the proof of delivery of such intimation is available with the company, do not object to the company not presenting consolidated financial statements;It is a company whose securities are not listed or are not in the process of listing on any stock exchange, whether in or outside India; andIts ultimate or any intermediate holding company files consolidated financial statements with the Registrar which are in compliance with the applicable Accounting Standards. In line with stated legal requirements, following are the answers: Madan Pvt. Ltd. may qualify for an exemption from preparing consolidated financial statements because:It is a partially owned subsidiary (90% ownership by Puri Ltd.).It does not have any listed securities and is not in the process of listing on any stock exchange i.e., have no publicly trading of securities.Its holding company, Puri Ltd., prepares and files consolidated financial statements with the Registrar in compliance with applicable Accounting Standards. Since Madan Pvt. Ltd. is a partially owned subsidiary, it must ensure that all its members, including remaining shareholders (10% in this case), are informed in writing about the decision not to present CFS, and it must maintain proof of delivery of such communication. No member should object to this exemption. If Madan Pvt. Ltd. had its securities listed on a recognized stock exchange or was in the process of being listed, it would not qualify for the exemption and would be required to prepare and present its own consolidated financial statements as per the applicable provisions.
Topics: Accounts of Companies
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