Shubham Limited is the holding company of Vaibhav Pvt. Limited. As per the financial statements of Vaibhav Pvt. Limited for the financial year…

As per section 2 (85) of the Companies Act, 2013, Small company means a company, other than a public company, (i) paid-up share capital of which does not exceed four crore rupees, and (ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed forty crore rupees: Provided that nothing in this clause shall apply to- (A) a holding company or a subsidiary company;(B) a company registered under section 8; or(C) a company or body corporate governed by any special Act. In the instant case, as per the last profit and loss account for the year ending 31st March, 2025 of Vaibhav Pvt. Limited, its turnover was to the extent of 1.80 crore, and paid-up share capital was 80lakh. Though Vaibhav Pvt. Limited, as per the turnover and paid-up share capital norms, qualifies for the status of a 'small company' but it cannot be categorized as a 'small company' because it is the subsidiary of another company (Shubham Limited). Hence, the advice of the Company Secretary is correct.