THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.579 of 2011 (Dated : 30-04-2011) Between: M/s. Biona Health Care Private Limited A company incorporated under the Companies Act, 1956 having its registered office at Somajiguda, Hyderabad. Rep by its Director Miss Mahima Datta. ..Applicant/Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.579 of 2011 ORDER: This application has been taken out by M/s. Biona Health Care Private Limited under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 seeking to dispense with the convening of the meeting of the shareholders of the applicant company as well as appointment of a Chairperson. 2. The applicant company- M/s. Biona Health Care Private Limited (hereinafter referred to as “Transferee Company”) was originally incorporated as a Private Limited Company under the name and style of M/s. Biona Health Care Private Limited on 10.12.1999 in the State of Andrha Pradesh vide its corporate identity No.U24230AP1999PTC033023. 3. The authorized share capital of the Transferee Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferee company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. 4. The main object of the Transferee Company is to carry on all or any of the business of manufacturing chemicals, wholesale and retail druggists, exporters and manufactures, makers, refiners, processors of formulators, traders and dealers in pharmaceutical, medicinal, chemical, biological, immunological etc., which are more fully described in Para No.6 of the application. 5. ‘BEL/Biological Evans Private Limited’ (hereinafter referred to as “Transferor Company”) was originally incorporated as a private limited company under the name and style of M/s. Biological Products Private Limited Company on 10.12.1953 in the State of Maharashtra at Bombay. Later on, the Transferor Company had changed its name to Biological Evans Private Limited and obtained a fresh Certificate of Incorporation vide No.9177 of 1953-54 on 24.7.1964. Subsequently, the Transferor Company had changed its registered office from the State of Maharashtra to the State of Andhra Pradesh and obtained fresh Certificate of Incorporation. 6. The authorized share capital of the Transferor Company is Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid up capital of the company is Rs.4,95,00,000/- divided into 4,95,000 equity shares of Rs.100/- each. 7. The main object of the Transferor Company is to carry on the business as manufacturers and dealers in pharmaceutical, medicinal, herbal, bacteriological, biological, chemical, industrial and other preparations etc., more fully described in Para No.11 of the application. 8. Both the Transferor Company and Transferee Company are engaged in the business of similar activity. According to the applicant company, demerger will also provide greater business focus to both the companies and would assist in induction of the joint venture partner and pursue organic and inorganic growth opportunities in vaccine industry. In view of the advantages of the scheme of arrangement, the Board of Directors of the Transferor Company and Transferee Company at their meeting held on 24.3.2011, have approved the proposed scheme of arrangement between the Transferor and Transferee Company. The Transferee Company has only two shareholders. Both the shareholders have placed on record their affidavit indicating no objection for the proposed scheme of arrangement. In view of the affidavit of the two shareholders, the meeting of the shareholders of the company is not required and accordingly, the same is hereby dispensed with. 9. Accordingly, the Company Application is ordered. ______________________________ JUSTICE B.SESHASAYANA REDDY Date: 30.4.2011 mrb THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.533 of 2011 (Dated : 20-04-2011) The advantages of the arrangements have been more fully stated in Para No.13 of the petition. Salient features of the scheme have also been stated in Para No.15 of the petition.