Now a Company will be a Subsidiary Company even if its only control the composition of Board of Directors

Companies act 2013As Per Sec­tion 2(87) of Com­pa­nies Act 2013 sub­sidiary com­pa­ny” or “sub­sidiary”, in rela­tion to any oth­er com­pa­ny (that is to say the hold­ing com­pa­ny), means a com­pa­ny in which the hold­ing com­pa­ny—

(i) con­trols the com­po­si­tion of the Board of Direc­tors; or

(ii) exer­cis­es or con­trols more than one-half of the total share cap­i­tal either at its own or togeth­er with one or more of its sub­sidiary com­pa­nies:

Pro­vid­ed that such class or class­es of hold­ing com­pa­nies as may be pre­scribe shall not have lay­ers of sub­sidiaries beyond such num­bers as may be pre­scribed.

Explanation.—For the pur­pos­es of this clause,—
(a) a com­pa­ny shall be deemed to be a sub­sidiary com­pa­ny of the hold­ing com­pa­ny even if the con­trol referred to in sub-clause (i) or sub-clause (ii) is of anoth­er sub­sidiary com­pa­ny of the hold­ing com­pa­ny;

(b) the com­po­si­tion of a company’s Board of Direc­tors shall be deemed to be con­trolled by anoth­er com­pa­ny if that oth­er com­pa­ny by exer­cise of some pow­er exer­cis­able by it at its dis­cre­tion can appoint or remove all or a major­i­ty of the direc­tors;

© the expres­sion “com­pa­ny” includes any body cor­po­rate;

(d) “lay­er” in rela­tion to a hold­ing com­pa­ny means its sub­sidiary or sub­sidiaries;

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