Trident Energy Systems Ltd. is a company in which Solaris Electric Ltd. holds 57% of the paid-up share capital, making Trident Energy Systems Ltd. a…
CA Intermediate · Corporate and Other Laws · MTP · September 2025
Trident Energy Systems Ltd. is a company in which Solaris Electric Ltd. holds 57% of the paid-up share capital, making Trident Energy Systems Ltd. a subsidiary of Solaris Electric Ltd. One of the shareholders of Solaris Electric Ltd. creates a charitable trust and donates 7% of his shares in Solaris Electric Ltd. along with 92 crore to the trust. He appoints Trident Energy Systems Ltd. as the trustee of this charitable trust. All the assets of the trust, including the shares, are held in the name of Trident Energy Systems Ltd. Examine whether Trident Energy Systems Ltd. can legally hold shares in Solaris Electric Ltd. in this manner. Give your answer as per the provisions of the Companies Act, 2013.
Suggested Answer and Working Notes:
(a) According to section 19 of the Companies Act, 2013 a company shall not hold any shares in its holding company either by itself or through its nominees. Also, 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. Following are the exceptions to the above rule; (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. In the given case, one of the shareholders of holding company has transferred his shares in the holding company to a trust where the shares will be held by subsidiary company. It means now subsidiary will hold shares in the holding company. But it will hold shares in the capacity of a trustee. Therefore, we can conclude that in the given situation Trident Energy Systems Ltd. can hold shares in Solaris Electric Ltd.
Topics: Incorporation of Company and Matters Incidental Thereto
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