SPICE DISTRIBUTION LIMITED Vs. SPICE RETAIL LIMITED

JUDGEMENT

(1.) THIS petition under Sections 391 to 394 of the Companies Act, 1956 (for short 'Act') read with Rule 9 of the Companies (Court) Rules, 1956 (for short 'Rules') has been filed to sanction the scheme of amalgamation to be made binding on Spice Distribution Limited, a Whether reporters of Local Papers may be allowed to see the Judgment ?yes Company incorporated under the Companies Act, 1956 having its registered office at Village Billanwali Labana, Post Office - Baddi, Tehsil Nalagarh, Baddi, Himachal Pradesh-173205 (for short 'Transferor Company') and Spice Retail Limited, a Company incorporated under the Companies Act, 1956 having its registered office at Village Billanwali Labana, Post Office - Baddi, Tehsil Nalagarh, Baddi, Himachal Pradesh- 173205 (for short 'Transferee Company'), their shareholders, unsecured creditors and all concerned with further direction that all the properties, assets and liabilities of the Transferor Company as stated in the scheme be transferred to the Transferee Company with effect from the appointed date without any further act or thing being done so as to become the undertaking, business, properties, assets and liabilities of the Transferee Company.

(2.) IT has been stated that there is a scheme of amalgamation under Sections 391 and 394 of the Act between the Transferor Company and the Transferee Company. The Transferor Company was incorporated under the Act on 20.3.2007 as a private limited Company under the name of 'Hot Spot Distribution Private Limited'. Its name was changed to Hot Spot Distribution Limited on 2.12.2008 which was later changed to Spice Distribution Limited on 9.4.2009. The registered office of the Transferor Company is situated at village Billanwali Labana, Post Office � Baddi, Tehsil Nalagarh, Baddi, Himachal Pradesh � 173205.

(3.) THE objects of the Transferor Company are set out in its Memorandum of Association to carry on the business as wholesalers, distributors of telecommunication, electronics, digital, electrical, photographic, home appliances, information technology and hardware products and their components, accessories, assemblies, apparatus and spares and music/video/games software, to develop, design, acquire, apply, install, maintain, sell, purchase, distribute, export, import, market, deal in all types of software, programs, websites, portals, etc. including providing value added services to cellular phones or fixed line telephones or any other wire line or wireless devices and provide customer support thereto. To provide retail and consulting oriented services using technologies that are available in the field of telecommunication and to develop new technologies to provide services in efficient manner in future in India or anywhere in the world. To provide services in the field of telecommunication technology and maintain, provide services in the form of remote help desk management, remote hardware, software management, customer servicing through contact/call center, business process out sourcing, back office operations, management services, network management support in India or outside India. To carry on trade or business of manufacturers and dealers of computers and their peripherals of every kind, distributing machines and machinery, systems, apparatus, appliances and any products and component part thereof or material and articles used in connection therewith and any all other machines, machinery, appliances, apparatus, devices, materials, substances, articles or things of a character similar or analogues to the foregoing or any of them are connected therewith.