IN THE HIGH COURT OF DELHI AT NEW DELHI SUBJECT : COMPANIES ACT, 1956 Date of Judgment: 11th December, 2012 CO.APPL.(M) 150/2012

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1 IN THE HIGH COURT OF DELHI AT NEW DELHI SUBJECT : COMPANIES ACT, 1956 Date of Judgment: 11th December, 2012 CO.APPL.(M) 150/2012 HONEYWELL INTERNATIONAL (INDIA) PVT LTD Company No. 1 AND HONEYWELL CONTROLS AND AUTOMATION INDIA PVT. LTD. Company No. 2 AND MATRIKON INDUSTRIAL SOLUTIONS INDIA PVT. LTD. Company No. 3 WITH HONEYWELL INTERNATIONAL (INDIA) PVT. LTD. Company Through Mr. N. Ganpathy, Adv.... Transferee 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

2 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 , 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:

3 Company No. of shareholders No. of Secured Creditors No. of Unsecured creditors Applicant Company 2 NIL NIL N.A % in value and 64% in number 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 at A.M. 8 Mr. Ali Mirza, Advocate, Cell no is appointed as the Chairperson and Mr.Ankur Mittal, Advocate, Cell no 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 and Mr.Ganga Ram, Cell no , 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

4 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 % 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.

5 17 The application stands allowed in the above terms. 18 Order Dasti. DECEMBER 11, 2012 Sd/- INDERMEET KAUR, J

IN THE HIGH COURT OF DELHI AT NEW DELHI SUBJECT : COMPANIES ACT, 1956 Date of Judgment: CO.APPL.(M) 125/2012

IN THE HIGH COURT OF DELHI AT NEW DELHI SUBJECT : COMPANIES ACT, 1956 Date of Judgment: 08.8.2012 CO.APPL.(M) 125/2012 TECPRO TREMA LTD.Transferor Company No.1/ Applicant No. 1 AND AMBIKA PROJECTS (INDIA)