31. Definition of “subsidiary” in section 48AA of Act

For the purpose of the definition of “subsidiary” in section 48AA(5) of the Act, an entity (called in this regulation S) is a subsidiary of another entity (called in this regulation A) if —

A —

controls the composition of the board of directors of S; or

controls more than half of the voting power in S; or

S is a subsidiary of an entity which is a subsidiary of A.

For the purpose of paragraph (1)(a)(i), A is treated as having control of the composition of the board of directors of S if A has any power, exercisable by A without the consent or concurrence of any other person, to appoint or remove all or a majority of —

the directors of S; or

the equivalent of the directors of S.

For the purposes of paragraph (1)(a), in determining whether A controls the composition of the board of directors of S, or controls more than half of the voting power in S —

any power exercisable by A in a fiduciary capacity is to be disregarded;

subject to sub‑paragraphs (c) and (d), any power exercisable —

by a nominee for A (except where A is concerned only in a fiduciary capacity); or

by a subsidiary of A or a nominee for the subsidiary (except where the subsidiary is concerned only in a fiduciary capacity),is to be treated as exercisable by A;

any power exercisable by any person by virtue of the provisions of any debentures of S or of a trust deed for securing any issue of any debentures of S is to be disregarded; and

any power exercisable by, or by a nominee for, A or its subsidiary (not being a power exercisable as mentioned in sub‑paragraph (c)) is not to be treated as exercisable by A if —

the ordinary business of A or its subsidiary (as the case may be) includes the lending of money; and

the power is exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business.

For the purpose of the definition of “subsidiary” in section 48AA(5) of the Act, an entity (called in this regulation S) is a subsidiary of another entity (called in this regulation A) if —

A —

controls the composition of the board of directors of S; or

controls more than half of the voting power in S; or

S is a subsidiary of an entity which is a subsidiary of A.

For the purpose of paragraph (1)(a)(i), A is treated as having control of the composition of the board of directors of S if A has any power, exercisable by A without the consent or concurrence of any other person, to appoint or remove all or a majority of —

the directors of S; or

the equivalent of the directors of S.

For the purposes of paragraph (1)(a), in determining whether A controls the composition of the board of directors of S, or controls more than half of the voting power in S —

any power exercisable by A in a fiduciary capacity is to be disregarded;

subject to sub‑paragraphs (c) and (d), any power exercisable —

by a nominee for A (except where A is concerned only in a fiduciary capacity); or

by a subsidiary of A or a nominee for the subsidiary (except where the subsidiary is concerned only in a fiduciary capacity),is to be treated as exercisable by A;

any power exercisable by any person by virtue of the provisions of any debentures of S or of a trust deed for securing any issue of any debentures of S is to be disregarded; and

any power exercisable by, or by a nominee for, A or its subsidiary (not being a power exercisable as mentioned in sub‑paragraph (c)) is not to be treated as exercisable by A if —

the ordinary business of A or its subsidiary (as the case may be) includes the lending of money; and

the power is exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business.