(26-Jul-2012 Hours IST)
Biocon Ltd has informed BSE that the Board of Directors of the Company at its meeting held on July 25, 2012, inter alia, have approved the scheme of arrangement for merger of Biocon Biopharmaceuticals Ltd, a wholly owned subsidiary, with the company, subject to approval of the members and Honorable High Court of Karnataka with an appointed date of April 01, 2012. With reference to the earlier announcement regarding the Board of Directors of the Company, at its meeting held on July 25, 2012, had approved the Scheme of Amalgamation between Biocon Limited and Biocon Biopharmaceuticals Limited, a wholly owned subsidiary, Biocon Ltd has now informed BSE that Biocon Biopharmaceuticals Limited, a wholly owned subsidiary of the Company, has filed the application with Hon'ble High Court of Karnataka in September 2012 to summon for the directions to convene meeting under section 391 of the Companies Act, 1956 and the same has been dispensed by the Hon'ble High Court of Karnataka. As both the Companies have their registered office in same state and the amalgamation related to merger of wholly owned subsidiary with the Company, Biocon Biopharmaceuticals Limited has only filed the application/petition before the Hon'ble High Court of Karnataka. Biocon Limited has not filed any separate application/petition in this regard. Thereafter, the petition to sanction the Scheme of Amalgamation under section 391 to 394 has been filed before the Hon'ble High Court of Karnataka for the proposed merger and the petition came up for hearing on January 07, 2013, wherein Court had advised us to file the copy of the petition with the Regional Director of the region. The office of Regional Director has already issued its no objection to the said merger. Since, the said merger of a subsidiary does not result in additional flow of consideration/issue of further shares, the matter relating to valuation of any assets/shares does not arise. Further as per the scheme filed, Biocon will take over the assets of wholly owned subsidiary at the book value. Pursuant to sanction of the Scheme of Amalgamation by the Hon'ble High Court the entire equity share capital of the Transferor Company shall stand cancelled. (As per BSE Announcement Dated on 28.02.2013)
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