Delhi High Court
Honey Well International (India) ... vs ------------------ on 11 December, 2012
Author: Indermeet Kaur
* 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
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
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
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
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:
Company Equity Shareholders
Applicant Company Number %
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.
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
