HONEYWELL INTERNATIONAL (INDIA) PVT. LTD., HONEYWELL CONTROLS AND AUTOMATION INDIA PVT. LTD. AND MATRIKON INDUSTRIAL SOLUTIONS INDIA PVT. LTD. Vs. HONEYWELL INTERNATIONAL (INDIA) PVT. LTD.

JUDGEMENT

(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. 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.

(2.) 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.

(3.) 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.