IN THE NATIONAL

In the matter of

Sections 230 to 232 and other applicable

provisions of the Companies Act, 2013

And

In the matter of

The Scheme of Amalgamation of

Foghorn Systems Private Limited

(Transferor Company/ Applicant Company-1)

with

Johnson Controls (India) Private Limited

(Transferee Company/ Applicant Company-2)

and their respective Shareholders and Creditors.

Foghorn Systems Private Limited … Applicant Company-1/

[CIN: U72900PN2017FTC170644] Transferor Company

Johnson Controls (India) Private Limited … Applicant Company-2/

[CIN: U33130PN1995PTC188911] Transferee Company

(hereinafter collectively referred to as the ‘Applicant Companies’)

Order pronounced on: 25.03.2025

Coram:

Ms. Anu Jagmohan Singh Mr. Kishore Vemulapalli

Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearance :

For the Applicants : Mr. Hemant Sethi a/w Mr. Manendra

Singh, Mr. Shailesh Poria, Ms. Tanvi Goyal, Ms. Ambareen Khatri and Ms. Shubhangi Khandelwal i/b Economic Laws Practice, Advocates.

O R D E R

1. This is an Application filed on 20.12.2024 jointly by Foghorn Systems Private Limited and Johnson Controls (India) Private Limited under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, seeking directions of this Bench for the Scheme of Amalgamation of Foghorn Systems Private Limited (Transferor Company) with Johnson Controls (India) Private Limited (Transferee Company) and their respective shareholders and creditors (the “Scheme”).

2. The Applicant Companies state that the Transferor Company is the wholly owned subsidiary of the Transferee Company/Applicant Company-2.

3. The Applicants state that the Board of Directors of the Applicant Companies in their respective board meetings held on 27.09.2024 have approved the Scheme. The Appointed Date fixed for the Scheme is

01.04.2024.

4. Nature of Business: The Applicants submit that The First Applicant Company is engaged in the business of developing, designing, selling, dealing, importing, exporting, distributing innovative products which are combination of intelligent hardware and software in domain of Internet of Things (IoT) and to provide, undertake, design, import, export, distribute, run, manage carry on the business and render services in the area of Software Development, IT Enabled Software Solutions, OT (Operational Technology), enabled Software solution, Projects relating to Information Technology, Data Analytics, Data Analytics, Fog/Edge Computing, Machine Learning, System integration, training &education and Technical support and that the Second Applicant Company is engaged in the business of providing building automation systems, fire alarms systems, access control, and security surveillance systems including allied equipment, components, and spares thereof, turnkey contracts to install and maintain the above system, supply/erection and commissioning of refrigeration plants and trading of air conditioning chillers and spares and services required for all such refrigeration plants, engineering solutions primarily to its group companies and others, and shared services to group companies.

5. Rationale of the Scheme: The Applicants further submit that the proposed Scheme will benefit as -

a. The amalgamation will enable the Applicant Companies to utilize the financial resources as well as the managerial, technical, distribution and marketing resources of each other and it would be beneficial for the effective management and controlled supervision of the Transferee Company, thereby protecting the interest of the Transferor Company.

b. It would be to the benefit of the shareholders, creditors, debenture holders, employees and all other stakeholders of each of the Applicant Companies and would, inter alia, have the following benefits:

i) the Transferor Company is the wholly owned subsidiary of the Transferee Company and in order to consolidate the business at one place and effectively manage each of the Applicants as a single entity, and thereby, pooling the financial, managerial and te