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Jayanta Bandyopadhyay   16 September 2024

Chain and cross holding-family run business chain

One Director (holding 85% shares in Unlisted Public Ltd Co) has given one high value loan to one Pvt Ltd Co, which in turn, has invested the entire loan amount in this Unlisted Public Ltd Co. Ultimately, that director directly/indirectly control both the companies. Is it lawfully correct?

Please advise



Learning

 5 Replies

SUNIL K. JAIN (Practising Company Secretary)     16 September 2024

To reply your query please note that in the given case sections 73, 179 and 186 of the Companies Act,2013 are applicale. As per Section 73 an individual who is a director of a Private Limited Company can give loan to that company out of his own resources with borrowing from any other person. That private limited company can make investment by complying with provisions of Section 179 and 186. MOST IMPORTANT this is to examined how that " Public Company" has made offer to that Private Company whether on Private Placement basis (Section 42) or Rights basis under Section 62. Provisions of MOA and AOA of companies need to be examined.

S.K.Jain

sunil.jain.sk@gmail.com 

Jayanta Bandyopadhyay   16 September 2024

Respected Sir,

This being unlisted Public Ltd Co and the other one Pvt Ltd Co, both being owned by single family in different combination [parents// Husband-wife], Director has simply given interest free, callable loan..No Pvt placement/ No rights basis/ No resolution. All within a family. So whimsical parked Funds. No declaration from director about sourcing. It was given when he was a shareholder and not director. Later on became director. Pvt ltd has 2 shareholder and 2 directors.  SH4 was used to transfer share. No reporting to anybody

T. Kalaiselvan, Advocate (Advocate)     16 September 2024

There appears to be an act of grave irregularity committed.

However since both the companies are being managed by the same parties who you think will make a complaint and against whom?

Are you aggrieved by this arrangement of the companies involved in this?

If not what is your relevancy to this query?

 

Jayanta Bandyopadhyay   17 September 2024

Am employee.

Many reputed business houses are getting split. Family trouble. There is no guarantee if family gets split and partners take each other to court. Employees go by verbal order. They will be in soup

T. Kalaiselvan, Advocate (Advocate)     17 September 2024

The labor forum will redress the grievances of the employee of the firm if there any injustice done to the employees.

The family feuds or disputes will not alter or deprive the emoployees' rights, so do not think beyond what is due to you.


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