Decided on August 26,2016

IN RE Appellant


- (1.)The Petition is filed by the Applicant under Section 2(41) of the Companies Act 2013. The Petition was numbered as C.A. 109/2(4l)/CB/2016. Consequent upon the establishment of National Company Law Tribunal Bench at Bengaluru, the said case was transferred to this Tribunal on abolition of Company Law Board, Southern Region, Chennai Bench and renumbered TP No. 99/2016. This petition is filed by the Petitioner under section 2(41) of the Companies Act, 2013 with a prayer to permit the company which is a subsidiary of body corporate registered outside India to follow calendar year (1st January to 31st December) as its financial year for the purpose of consolidation of its accounts with its holding company. The averments in the application are briefly stated hereunder:
(2.)The Applicant Company is a Private Limited Company, incorporated under the Companies Act, 2013 on 31/01/2014 under the name and style of "UNIVERSAL ROBOTS (INDIA) PRIVATE LIMITED" vide Corporate Identity No. U29199KA2014FTC073359. The Registered Office of the company is situated at Bangalore. The Company is carrying on the business relating to robotics and artificial intelligence as set out in the Memorandum of Association attached with the Petition. The Applicant Company is a su bsidiary of UNIVERSAL ROBOTS AS, Energivej 25, 5260 ODENSE S, Denmark, a body corporate incorporated under the laws of Denmark, having the registration No. 29138060. The certified copy of the latest audited financials of the Holding Company is enclosed with the Petition. The first financial year of the applicant company was for a period of 15 months from the date of incorporation till 31/3/2015. As per the provisions of section 2(41) of the Companies Act, 2013, the Company is required to follow uniform financial year pattern (i.e., 1st April to 31st March), and was provided a period of 2 (two) years to align its financial year pattern in line with the requirements of the said provision. The Petitioner Company is following the financial year as required under the Act, since the Holding Company follows the financial year from 1st January to 31st December, the Company has realized that it will be difficult for it to align with the consolidation of accounts outside India in accordance with the requirements of the Holding Company. Further since the Act, permits, change of financial year for consolidation of accounts outside India it was thought fit and appropriate to make an application seeking a specific permission to this effect.
(3.)The Board of Directors of the Petitioner Company at the meeting held on 28/8/2015 passed a resolution seeking for change of financial year to 1st January to 31st December. The Resolution of Board of Directors is enclosed with Petition. The Holding Company has also given consent for change of financial year to the Petitioner Company vide their letter dated 7/12/2015.

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