The information extracted from the audited Financial Statement of Paper Private Limited as on 31st March, 2025 is as below: (1) Paid-up equity share…
CA Intermediate · Corporate and Other Laws · MTP · May 2026
The information extracted from the audited Financial Statement of Paper Private Limited as on 31st March, 2025 is as below: (1) Paid-up equity share capital - 50,00,000 divided into 5,00,000 equity shares (carrying voting rights) of 10 each. There is no change in the paid-up share capital thereafter. (2) The turnover is 2,00,00,000. It is further understood that Clip Limited, which is a public limited company is holding 2,00,000 equity shares, fully paid-up, of Paper Private Limited. Paper Private Limited has filed its Financial Statement for the said year with the Registrar of Companies (ROC) excluding the Cash Flow Statement within the prescribed time line during the financial year 2025-26. The ROC has issued a notice to Paper Private Limited as it has failed to file the cash flow statement along with the Balance Sheet and Profit and Loss Account. You are required to advise as per the provisions of the Companies Act, 2013, whether Paper Private Limited shall be deemed to be a small company whose significant equity shares are held by a public company.
Suggested Answer and Working Notes:
(a) According to section 2 (85) of the Companies Act, 2013, small company means a company, other than a public company, having- (A) paid-up share capital not exceeding four crore rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees; and (B) turnover as per profit and loss account for the immediately preceding financial year not exceeding forty crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees: Provided that nothing in this clause shall apply to a holding company or a subsidiary company. Also, according to section 2 (87) , subsidiary company, in relation to any other company (that is to say the holding company), means a company in which the holding company exercises or controls more than one-half of the total voting power either at its own or together with one or more of its subsidiary companies. In the given question, Clip Limited (a public company) holds 2,00,000 equity shares of Paper Private Limited (having paid up share capital of 5,00,000 equity shares @10 totalling 50lakh). Hence, Paper Private Limited is not a subsidiary of Clip Limited and hence it is a private company and not a deemed public company. Further, the paid up share capital (50lakh) and turnover (2crore) is within the limit as prescribed under section 2 (85) , hence, Paper Private Limited can be categorised as a small company.
Topics: Preliminary
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