Rajeswara Rao Vittanala, Member - (1.) The present application bearing CA (CAA) No.116 /230/HDB/ 2017 is filed by APTAR BEAUTY & HOME INDIA PRIVATE LIMITED U/s 230-232 of the Companies Act, 2016 R/w Rule 3 of Companies(Compromise, Arrangements & Amalgamations) Rules, 2016 by the seeking the following relief: i Dispense with convening the meeting of the Shareholders of the Applicant/Transferor Company for the purpose of considering the proposed Scheme of Amalgamation between Aptar Beauty & Homes India Private Limited (Transferor Company) and Aptar Pharma India Private Limited (Transferee Company) in view of the Affidavits obtained from all the members of the Applicant Company; and ii. That necessary directions be given for convening and holding the meeting of the Unsecured Creditors of the Applicant/Transferor Company for the purpose of considering the proposed Scheme of Amalgamation between Aptar Beauty & Homes India Private Limited (Transferor Company) and Aptar Pharma India Private Limited (Transferee Company). The Applicant Company prays that notice to the unsecured Creditors of the Applicant Company be directed to be issued in accordance with the provision of Section 230(3) of the Companies Act, 2013.and iii. Dispense with the publication of the notice in newspapers calling the meeting of Shareholders of the Applicant / Transferor Company. iv. That necessary directions may be issued for publication of the notice in newspapers calling the meetings of Unsecured Creditors of the Applicant / Transferor Company in Business Standard and Andhra Bhoomi. v. Order notice of the Application to be served on the Central Government i.e., Regional Director, Ministry of Corporate Affairs, Registrar of Companies for Andhra Pradesh and Telangana, and Income Tax Authorities, Hyderabad, intimating the Scheme of Amalgamation. vi. Pass such other order or orders as this Hon'ble Tribunal deems fit and proper in the interest of justice.
(2.) The brief facts as stated in the Company application are as follows: 1) M/s Aptar Beauty & Home India Private Limited(Which is referred to as the Company herein after) is a Private Limited Company incorporated under the Companies Act, 1956 in the State of Telangana on 27.04.1998 (the Twenty Seventh day of April Nineteen Ninety Eight) vide Corporate Identification No. U85110TG19. Its Registered Office is situated at Survey No. 62/1 Ik, Bahadurpally(V), Qutbullapur (M), Hyderabad, Rangareddi - 500 043 in the State of Telangana. 2) The Authorised Share Capital of the Company is Rs.6,80,00,000/- (Rupees Six Crores Eighty Lakhs only) divided into 68,00,000 (Sixty Eight Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each. The Present issued, subscribed and paid up share capital is Rs. 2,42,75,000/- (Rupees Two Crores Forty Two Lakhs Seventy Five Thousand only) divided into 24,27,500 (Twenty Four Lakhs Twenty Seven Thousand Five Hundred) Equity Shares of Rs.10/- (Rupees Ten only) each fully paid-up. -.3) The main objects of the Company, as set out in its Memorandum of Association , are as follows: a) To carry on business as manufacturers of all kinds of Delivery and Dispensing systems including valves and pumps with all connected accessories, ancillaries and fittings of all types including those for use in aerosol and other sprays, pumps and applications which are mainly used for Beauty t Home such as Perfumery, Cosmetic, Personal care, Household, Food and Beverage, etc. or any other application of what so ever nature. b) To carry on business as manufacturers of all kinds of containers of various sizes, shapes and materials for all applications incorporating the various kinds of pumps , valves and aerosol sprays and to carry on the business of filling various kinds of liquids and Chemicals in the various kinds of containers fitted with pump and valves which are mainly used for Beauty & Home such as Perfumery, Cosmetic, Personal care, Household, Food and Beverage etc. or any other application of what so ever nature; c) To carry on the trade or business of dealers, distributers, stockiest, representatives and the like, including import and export, retail and wholesale and to acquire selling agency rights or franchises or other similar rights for various types of products, chemicals, containers, valves, pumps, seals, caps and other materials which are mainly used for Beauty & Home such as Perfumery, Cosmetic, Personal care, Household, Food and Beverage, etc. or any other application of what so ever nature. d) To carry on business as manufactures, producers, processors, makers, stockiest, importers, exporters, traders, suppliers, packers, distributors, agents, buyers, sellers of all kinds of plastic closures, caps of different sizes, shapes and colours including injection molding solutions for plastic articles, product conceptualization, moulds making and other related solutions ancillary and incidental thereto, for use in healthcare, chemical, food and beverages, pharmaceuticals, FMCG, consumer products, lubrications and other industries. 4) The financial summary of the Company as on 30.06.2017 (Provisional) is given below:
(3.) The Board of the Directors of the Company by taking on record the valuation report submitted Sudit K.Parekh & Co. Charged Accountants, approves the share exchange ratio of one equity shares of Rs. 10/-each paid up of Transferee for every 50 equity shares Rs. 10 each paid and held by the shareholders of the Transferor Company has placed before its meeting held on 4th August, 2017 for approval. Accordingly, the Board of Directors of the Company vide its resolution dated 4th August, 2017 has approved the Scheme of Amalgamation for merger of Aptar Beauty & Home Private Limited (Transferor Company) with Aptar Pharma India Private Limited(Transferee Company)subject to approval of NCLT.;