Rajeswara Rao Vittanala, Member - (1.) The Company application bearing CA(CAA) No. 13/230/HDB/2017 (referred to as Company application hereinafter) is jointly filed by M/s. MN Science & Technology Park Private Limited and M/s. MN Bio-Technology Private Limited, under sections 232 read with 230 of Companies Act, 2013 and with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, by seeking the following reliefs: (i) To dispense with meetings of the equity shareholders and preference shareholders and unsecured creditors of the 1st Applicant/Demerged Company; (ii) To dispense with meetings of the equity shareholders, secured creditors and unsecured creditors of the 2nd Applicant/Resulting Company and pass such other order or orders as this Hon'ble Bench may deem fit and proper in the circumstances of the case.
(2.) Brief facts, as mentioned in the Company application none are as follows (a) M/s. MN Science & Technology Park Private Limited (1st Applicant Company) was incorporated as a Private Limited Company under the Companies Act, 1956, in the then State of Andhra Pradesh under the name and style of Shapoorji Pallonji Biotech Park Private Limited on 7th day of September, 2001 vide Corporate Identity Number U01119AP2001PTC037768. Subsequently, its name was changed to Alexandria Knowledge Park Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Andhra Pradesh on 22nd day of October, 2010. The name of the Demerged Company was further changed to MN Science & Technology Park Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the Registrar of Companies, Andhra Pradesh and Telangana on 20 January, 2017. (b) The Registered Office of the 1st Applicant/Demerged Company is situated at Building 450, Genome Valley, Turkapally (V), Shamirpet Mandal, Ranga Reddy District, Hyderabad - 500078, Telangana. (c) The main objects and nature of business of the 1st Applicant/Demerged Company, in brief, as set out in the Memorandum of Association, are as under:- (i) To carry on the business of establishing, constructing, developing, operating and maintaining Biotechnology parks and projects anywhere in Indian or abroad. (ii) To undertake all the services relating to Biotechnology Parks and projects, including conceptualization, designing, developing, constructing, marketing, operating and maintaining and assisting financially for biotechnology parks/infrastructure projects to render allied services. (iii) To carry on research, development, manufacture, utilization and business, sell, deal, export and import in all types of Medical, Agricultural and Industrial Biotechnology, Biometric, Bio-informatics, Bio-pesticides, Bio-fertilizers, Bio-chemicals, production of harmless yeast, utilization of Bacteria for production of Bio-energy, beverages, Hybridization of seeds etc., and other intermediaries technology utilization, chemical and bio-chemical and bio-chemical formulations and the allied areas. (iv) To carry on the business of Research and Development, scaling up of technology, manufacturing and production, testing, lab work and certification, selling (including exports and imports) and any other related work pertaining to any field of Biotechnology Applications - including horticulture, floriculture, clonal (plant, animal and human), pharma and industrial applications." (v) First Applicant/Demerged Company is engaged inter alia, in the business of establishing, constructing, developing, operating and maintaining biotechnology parks and projects etc., d) The authorized, issued, subscribed and paid-up share capital of the 1st Applicant/Demerged Company as on the date of this Application is as follows: e) MN Bio-Technology Private Limited (hereinafter referred to as "the 2nd Applicant/Resulting Company") was incorporated under the Companies Act, 2013 in the name of MN Bio-Technology Private Limited on 09th day of July, 2016. It's Registered Office situated at 15-31-LHC-1B-1800, Lodha Bellezza, KPHB-IV, Kukatpally, Hyderabad - 500072, Telangana. f) The main objects and nature of business of the 2nd Applicant/Resulting Company, in brief, as set out in the Memorandum of Association are as under:- (i) To carry on the business of establishing, constructing, developing, operating and maintaining Biotechnology parks and projects anywhere in Indian or abroad. (ii) To undertake all the services relating to Biotechnology Parks and projects, including conceptualization, designing, developing, constructing, marketing, etc. (iii) To carry on research, development, manufacture, utilization and business, sell, deal, export and import in all types of Medical, Agricultural and Industrial Biotechnology, Biometric, etc. (iv) To carry on the business of Research and Development, scaling up of technology, manufacturing and production, testing etc., (v) It is also engaged inter alia, in the business of establishing, constructing, developing, operating and maintaining biotechnology parks and projects etc., g) The authorized, issued, subscribed and paid up share capital of the 2nd Applicant/Resulting Company as on the date of this Application is as follows:
(3.) It is stated that the both the Companies are engaged in the same business of establishing, constructing, developing, operating and maintaining biotechnology parks and projects. The proposed Demerger would enable the 2nd Applicant/Resulting Company to strengthen focus on business of establishing, constructing, developing, operating and maintaining biotechnology parks and projects, and to create a more competitive business both in scale and operations. The 2nd Applicant/Resulting Company would develop long-term corporate strategies and financial policies specifically with respect to the Demerged Undertaking, thus enabling better management and accelerated growth of the business of establishing, constructing, developing, operating and maintaining biotechnology parks and projects. The intention of the proposed demerger of 1st Applicant Company Undertaking was to augment 2nd Applicant/Resulting Company's infrastructure portfolio, thereby accelerating its growth.;