In the matter Of Orbis (India) Private Limited

Ch. Mohd. Sharief Tariq, J

Under adjudication is TCA/57/2016 that came to be filed by Orbis (India) Private Limited (hereinafter referred to as 'Applicant Company) under Section 2(41) of the Companies Act, 2013.

The Applicant Company was incorporated on 28.10.2005, under the Companies Act, 1956 as a subsidiary of Orbis Systems Oy (Holding Company). The Registered office of the Applicant Company is situated at Plot No. 20, North Phase Developed Plots, Guindy Industrial Estate, Ekkaduthangal, Chennai - 600 032.

The main business of the Applicant Company is to manufacture, lease, assemble, purchase, import, sell, distribute, service, repair, stock and trade in all types of components, cables, instruments and test systems for the electronic industry. The details of the main objects are found in Clause MA of the Memorandum of Association of the Applicant Company.

The Authorised capital of the Applicant Company is Rs. 10,00,000/- (Rupees Ten Lakhs Only) comprising of 1,00,000/- (One Lakh Only) equity shares of Rs. 10/-(Rupees Ten only) each and the paid up capital is Rs. 1,00,000/- (Rupees One Lakh Only) of which 9989 equity shares of Rs. 10/- each amounting to Rs. 99,890/- (Rupees Ninety Nine Thousand Eight Hundred and Ninety Only) has been subscribed by Orbis Systems Oy (Holding Company) as on the date of the application.

The Applicant Company is a subsidiary of Orbis Systems Oy, which was incorporated outside India. The Holding company Orbis Systems Oy, is incorporated at Finland. The Applicant Company is currently having its financial year as 1st January to 31st of December and the financial year of the Holding Company is also from 1st January to 31st December.

The Applicant Company has placed on record the copy of the Board Resolution passed by its Board and the certified copy of the latest balance sheet of the Holding Company along with its Board's Resolution.

The Board of Directors of the Applicant Company, in its meeting held on 18.01.2016, has proposed to align the financial year of the Applicant Company with the Holding Company and authorized the Director of the Applicant Company to make application before the appropriate forum. A perusal of the above documents would manifest the fact that both the Applicant Company and Holding company are following the same financial year.

The Registrar of Companies (RoC), Chennai, vide its report dated 18.05.2018, opined that the Applicant Company being subsidiary of the Holding Company is entitled to file this present application in terms of proviso to section 2(41) of the Companies Act, 2013 and hence prayed to consider the Petition on merits.

In the light of the above, this Bench is satisfied that the Applicant Company is required to follow its financial year commencing from 1st January of each year and ending on 31st December on the same calendar year to align with its Holding company. Therefore, in exercise of the powers conferred under the first proviso to Section 2(41) of the Companies Act, 2013, the Applicant Company is allowed to adopt the Financial Year commencing from 1st January of each year and ending on 31st December on the same calendar year, for consolidation of its accounts outside India with that of the Holding company. The Applicant Company is directed to send a copy of this Order to the RoC concerned, as per the procedure prescribed, for the purpose of information and record.

Accordingly, TCA/57/2016 stands disposed of.