* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment: 11th December, 2012
+ CO.APPL.(M) 150/2012
HONEYWELL INTERNATIONAL
(INDIA) PVT LTD ..... Transferor
Company No. 1
AND
HONEYWELL CONTROLS AND
AUTOMATION INDIA PVT. LTD. ..... Transferor
Company No. 2
AND
MATRIKON INDUSTRIAL
SOLUTIONS INDIA PVT. LTD. ..... Transferor
Company No. 3
WITH
HONEYWELL INTERNATIONAL
(INDIA) PVT. LTD. ..... Transferee
Company
Through Mr. N. Ganpathy, Adv.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1 This is a first motion application under Sections 391 to 394 of the Companies Act, 1956 filed by Honeywell International (India) Private CA(M) 150/2012 Page 1 of 7 Limited (hereinafter referred to as "Transferee Company" or "Applicant Company") in respect of a Scheme of Amalgamation between Honeywell Controls and Automation India Private Limited (hereinafter referred to as "Transferor Company No. 1"), Callidus Technologies India Private Limited (hereinafter referred to as "Transferor Company No. 2") and Matrikon Industrial Solutions India Private Limited (hereinafter referred to as "Transferor Company No. 3"), (hereinafter collectively referred to as "Transferor Companies") and the Applicant Company (hereinafter referred to as "Scheme"). As per the Scheme, the Transferor Companies are proposed to be merged in the Applicant Company and a copy of the proposed scheme is enclosed as Annexure - A to the present application.
2 The registered office of the Applicant Company is situated at 2- „A‟ 1st Floor, Malviya Nagar Corner Market, New Delhi 110 017, within the jurisdiction of this Hon‟ble Court. The registered offices of the Transferor Companies are situated in Mumbai, Maharashtra, within the jurisdiction of the Hon‟ble High Court of Judicature at Bombay. Respective petitions have been made by each of the Transferor Companies to the Hon‟ble High Court of Judicature at Bombay. The CA(M) 150/2012 Page 2 of 7 Board of Directors of all the Transferor Companies and the Transferee Company have passed resolutions approving the proposed Scheme and the said resolutions have been attached along with the present application.
3 Details with regard to the date of incorporation of the Transferor Companies and the Transferee Company and their authorized, issued, subscribed and paid up capital have been given in the present application.
4 Copies of the Memorandum and Articles of Association of the Transferor Companies and the Transferee Company have also been enclosed with the present application. The latest audited Annual Accounts of the Transferor Companies and the Transferee Company for the year ended March 31, 2011 and the unaudited Annual Accounts of the Transferor Companies and the Transferee Company for the year ended March 31, 2012 have been enclosed with the present application. 5 It is submitted that the Transferor Company and the Transferee Company have no proceedings under Section 235 to 251 of the Companies Act, 1956 pending against them.
6 The status of equity shareholders and secured and unsecured CA(M) 150/2012 Page 3 of 7 creditors of the Applicant Company and the consents obtained for the proposed Scheme is as below:
Company No. of Consen No. of Consen No. of Conse
shareh ts given Secured ts given Unsec nts
olders Creditor ured given
s credito
rs
Applicant 2 NIL NIL N.A 243 79%
Company . in
value
and
64%
in
numbe
r
7 Consequently, I direct that the meeting of the Equity Shareholders
of the Applicant Company to be held on January 16, 2013 at the registered office of the company at 2-„A‟ 1st Floor, Malviya Nagar Corner Market, New Delhi 110 017 at 11.30 A.M.
8 Mr. Ali Mirza, Advocate, Cell no. 9899720944 is appointed as the Chairperson and Mr.Ankur Mittal, Advocate, Cell no.9717266757 is CA(M) 150/2012 Page 4 of 7 appointed as the Alternate Chairperson for the meeting of the Equity Shareholders of the Applicant Company. They would be paid fees of Rs.50,000/- each. Mr. Shiv Lal, Cell no. 9717741367 and Mr.Ganga Ram, Cell no. 9810161230, shall provide secretarial assistance to the Chairperson and the Alternate Chairperson and shall be paid fees of Rs.10,000/- each for this purpose.
9 Notices for the meeting of the Equity Shareholders of the Appli a cant Company shall be published in the Delhi editions of The Statesman (English, Delhi edition) and Jan Satta (Hindi, Delhi edition). The said notices shall be published a minimum 21 days in advance before the scheduled date of the meeting.
10 Alternately, individual notices for the proposed meeting of the Equity Shareholders of the Applicant Company would be sent by ordinary post minimum 21 days in advance before the scheduled date of the meeting. The Chairperson shall ensure that the dispatch is made under his/her supervision or his authorized representative. 11 The Quorum for the meeting of the Equity Shareholders of the Applicant Company is fixed as follows:
CA(M) 150/2012 Page 5 of 7
Company Equity Shareholders
Applicant Company Number %
2 100
12 It is also directed that if the Quorum is not present in the meeting,
then the meeting would be adjourned for 30 minutes and thereafter, the persons present in the meeting would be treated as proper Quorum. 13 Voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote in the aforesaid meeting or by his authorized representative, is filed with the company at its registered office, not later than 48 hours before the said meeting.
14 The Chairperson and the Alternate Chairperson shall file their reports within fifteen days of the conclusion of the said meeting. 15 Applicant Company does not have any Secured Creditor. Copy of the certificate issued by a chartered accountant showing that the Applicant Company does not have any Secured Creditor has been placed on record. In these circumstances, no meeting of Secured Creditors of the Applicant Company is required to be convened. CA(M) 150/2012 Page 6 of 7 16 A prayer has been made for dispensation of the requirement of convening a meeting of the Unsecured Creditors of the Applicant Company. In view of the consent letters / board resolutions placed on record by the Applicant Company, representing 79% in value and 64% in number of the Unsecured Creditors of the meeting of the Unsecured Creditors of the Applicant Company is dispensed with. 17 The application stands allowed in the above terms.
18 Order Dasti.
INDERMEET KAUR, J
DECEMBER 11, 2012
A
CA(M) 150/2012 Page 7 of 7