Ravikumar Duraisamy, Technical Member: The petition was initially filed before the Honble Company Law Board, Chennai Bench, Chennai. Since, the National Company Law Tribuanl (NCLT), Hyderabad Bench has been constituted for the cases pertaining to the states of Andhra Pradesh and Telangana, the case is transferred to Hyderabad Bench of NCLT. Hence, we have taken the case on records of NCLT, Hyderabad Bench and deciding the case.

2.This is a petition filed under Section 2(41) of the Companies Act, 2013 read with Regulation 52 of the Company Law Board Regulations, 1991 by praying to allow the Petitioner Company to change its financial year starting from 01stJanuary and ending with 31stDecember of every year.

3.The brief facts of the case as stated in the petition are as follows:

a. The Petitioner Company Pennywise Solutions Private Limited (which is referred to as Company) was incorporated on 06.03.2003 with the Registrar of Companies, Hyderabad (RoC) with CIN: U72200AP2003PTC041120, having its present registered office at Plot No. 12, 4thFloor, Block A & B, Software Unit Layout, Madhapur, Hyderabad-500081, Telangana.

b. The Company is engaged in the business of purchase, sell and/or otherwise transfer, import, export, hire, franchise, license, etc and/or otherwise deal in all kinds of computers, information technology, data entry system, data processing machines, etc.

c. Pennywise Solutions Private Limited is a subsidiary of Ogilvy & Mather (Singapore) Private Limited (the Immediate Holding Company), which in turn is an indirect subsidiary of WPP Jubilee Limited (The Ultimate Foreign Holding Company), a body corporate incorporated outside India.

d. The Authorised Share Capital of the Company is Rs. 11,30,000/-(Rupees Eleven Lakhs Thirty Thousand Only) divided into 1,13,000 (One Lakh and Thirteen Thousand) equity shares of Rs. 10/- (Rupees Ten) each and Paid-up Capital of the Company is Rs. 11,30,000/-(Rupees Eleven Lakhs Thirty Thousand Only) divided into 1,13,000 (One Lakh and Thirteen Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

e. As per the Board Resolution passed by the Board of Directors of the Petitioner Company held on 03.09.2015, it has been stated that pursuant to the provisions of Section 2(41) and other applicable provisions, if any, of the Companies Act, 2013, the application seeking approval of the Company Law Board, Southern Regional Bench, Chennai for the financial year of the Company being the calendar year i.e. the period commencing from 01stday of January of a year and ending on the 31stday of December of the same year, be and hereby approved.

f. The current financial year of the Petitioner Company is the period from 1stApril of every year to 31stMarch of subsequent year which is different from the financial year followed by the Ultimate Foreign Holding Company

g. The Petitioner is a subsidiary of the Immediate Holding Company, which in turn is an indirect subsidiary of the Ultimate Foreign Holding Company. The Petitioner is, therefore, an indirect subsidiary of the Ultimate Foreign Holding Company.

h. In complying with the provisions of Section 2(41) of the Companies Act, 2013, the Board of Directors of the Petitioner Company at its meeting held on 03.09.2015 adopted a resolution to change the financial year from the existing one to that of its Holding Company.

i. The Ultimate Foreign Holding Company and the Immediate Holding Company observe the calendar year as its financial year. The accounts of the Petitioner Company are consolidated in the financial statements of the Foreign Company. For the purpose of consolidation of its subsidiaries worldwide, on 21stOctober, 2015, the Foreign Holding Company consented the Petitioner Company to change its financial year from 1stApril to 31stMarch to the Calendar year (the period commencing from 01stday of January of a year and ending on the 31stday of December of the same year) for the purpose of preparation of its financial statements under the Act.

j. Company vide para 9 of its petition has sought relief, requesting the Honble Company Law Board to allow the Petitioner Company to change its financial year commencing from 01stJanuary to 31stDecember of every year notwithstanding anything contained in Section 2(41) of the Act.

4.When the case was called for hearing on 03.08.2016 and 09.08.2016, none appeared for the Petitioner. The Honble Tribunal served notice to the Petitioner Company directing to appear before NCLT Bench, Hyderabad. On 24.08.2016, when the case was called for hearing, the Petitioner Company was represented by its Counsel M/s Vanga Anita. We have heard M/s. Vanga, Advocate and have carefully perused the contents of the petition and documents filed in support of it along with the report of the RoC submitted vide its proceedings No. ROC/Legal/Sec 2(41)/PSPL/STA/2016/927 dated 27.05.2016.

5.The material facts relevant to the prayer in the present petition as mentioned above are not in dispute as the RoC has also affirmed those contentions.

6.The Petitioner Company has fulfilled the conditions as prescribed under Section 2(41) of the Companies Act, 2013 and hence, we are satisfied with the Petitioner Company in claiming relief as prayed for in the petition.

7.In the aforesaid circumstances, we allow the petition by permitting the Petitioner Company to adopt its financial year starting from 01stJanuary and ending with 31stDecember of every year.