tag:blogger.com,1999:blog-3202774368551476669.post3033751656248204502..comments2023-09-15T16:21:31.980+05:30Comments on INDIAN CORPORATE LAW: Transfer of Voting Rights, Without Transfer of Shares: Part 1Umakanth Varottilhttp://www.blogger.com/profile/12438677982004444359noreply@blogger.comBlogger5125tag:blogger.com,1999:blog-3202774368551476669.post-653228948487396032014-12-25T10:22:18.082+05:302014-12-25T10:22:18.082+05:30On a plain reading of the Companies Act, a company...On a plain reading of the Companies Act, a company (B) exercising 100% voting rights in another company (A) may make A the subsidiary of B. This is because section 2(87)(ii) uses the words "exercises" or "controls" more than half of the share capital of the company. This could arise if voting rights are handed over without a transfer of the shares. Moreover, the other test in section 2(87)(i) is that whether B has the ability to control the composition of the board of directors of A, which is will have due to the voting rights it has obtained although it does not own the shares. These are just some preliminary thoughts. In case any of the readers have a different view point, please feel free to express the same.Umakanth Varottilhttps://www.blogger.com/profile/12438677982004444359noreply@blogger.comtag:blogger.com,1999:blog-3202774368551476669.post-86079658007632403252014-12-18T20:26:48.485+05:302014-12-18T20:26:48.485+05:30Dear Umakanth,
If you could please clarify the as...Dear Umakanth,<br /><br />If you could please clarify the as to when 100% voting rights in a company A are transferred in favor of company B without transfer of shares,does this mean latter becomes the subsidiary of former.<br /><br />The above transfer happens in pledge of 100% shares of company A with company B. Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-3202774368551476669.post-63605601534411788372013-11-01T11:07:23.033+05:302013-11-01T11:07:23.033+05:30^^^^ Since the power of attorney was revoked by th...^^^^ Since the power of attorney was revoked by the shareholder attending the meeting, definitely it was held to be a revocable power of attorney.<br /><br />Overall, not a great post, frankly. The case law given for pledge does not explain how the borrower parted with his right to vote by pledgign his shares Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-3202774368551476669.post-74203509601637123792013-11-01T10:44:41.778+05:302013-11-01T10:44:41.778+05:30One fails to understand how Mohini Mohan Chakrava...One fails to understand how Mohini Mohan Chakravartty v. Mohanlal Thalia proves or shows that pledgee enjoys voting rights over the shares based on the capsule summary provided by Ms. Aditi JhunjhunwalaAnonymousnoreply@blogger.comtag:blogger.com,1999:blog-3202774368551476669.post-84319692936219590062013-11-01T10:04:14.084+05:302013-11-01T10:04:14.084+05:30n Cousins v. International Bricks Co. Ltd., (1931)...n Cousins v. International Bricks Co. Ltd., (1931) 2 Ch 90 at 101: (1932) 2 Com Cases 108 (CA) it was discussed that a shareholder may give an irrevocable power of attorney to a person to cast votes on his behalf in the general meeting and also sign proxy forms on his behalf as constituted attorney. The constituted attorney’s position is that of a proxy and he can attend and vote at the meeting. If the shareholder himself attends the meeting, the power of attorney shall stand revoked thereby. <br /><br />Was it really construed to be an irrevocable power or revocable (at the instance of shareholder himself/herself attending the meeting)?<br /><br />Great, but clarity on finer points would be much appreciated.Anonymousnoreply@blogger.com