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Microlesson · 5-min read

Associate Company - Section 2(6)

# Associate Company [Section 2(6)]

## Definition

In relation to another company, an associate company means a company in which that other company has significant influence, but which is not a subsidiary of the company having such influence, and includes a joint venture company.

## Key Element: 'Significant Influence'

Significant influence means EITHER:

  • Control of at least 20% of the total voting power, OR
  • Control of or participation in business decisions under an agreement.

Note: The threshold is 'at least 20%' (i.e., 20% or more), not 'more than 20%'.

## Key Element: 'Joint Venture'

A joint venture means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.

## Important Distinction

RelationshipVoting Power
SubsidiaryMore than 50% (i.e., >50%)
AssociateAt least 20% but not making it a subsidiary
  • An associate is NOT a subsidiary — if the other company controls Board composition or >50% voting power, it becomes a subsidiary, not an associate.
  • This is a new definition inserted by the Companies Act, 2013 (no equivalent under 1956 Act).

Worked example

### Example 1

Example 1: X Ltd holds 25% voting power in Y Ltd; X Ltd does not control Y's Board. → Y Ltd is an associate of X Ltd (≥20% voting power, not a subsidiary).

### Example 2

Example 2: A Ltd holds only 10% voting power in B Ltd, but has an agreement giving A Ltd the right to participate in key operational decisions of B Ltd. → B Ltd is an associate of A Ltd (significant influence via agreement, even though voting power is below 20%).

### Example 3

Example 3: P Ltd and Q Ltd enter into a joint venture where each holds 50% and has joint control with rights to net assets. → The JV company is an associate of both P Ltd and Q Ltd (joint ventures are expressly included).

### Example 4

Example 4 – Trap: R Ltd holds 55% voting power in S Ltd. → S Ltd is a subsidiary, NOT an associate (associate definition excludes subsidiaries).

⚠️ Common exam mistakes

  • Misreading 'at least 20%' as 'more than 20%' — exactly 20% qualifies.
  • Treating any holding of 20%+ as an associate even when board control exists — if board is controlled or voting power exceeds 50%, it becomes a subsidiary, not an associate.
  • Forgetting the alternative test of significant influence via 'participation in business decisions under an agreement' — voting power is not the only route.
  • Excluding joint ventures from the definition — JVs are expressly INCLUDED as associate companies under Section 2(6).
  • Looking for paid-up capital threshold — it is voting power that matters, not capital holding.
Bare-Act text Section 2(6) · Companies Act, 2013 · click to expand
Section 2(6): 'associate company', in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. Explanation: (a) the expression 'significant influence' means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement; (b) the expression 'joint venture' means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.
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