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National Company Law Tribunal approves the merger of LLP with Private company – NCLT Chennai

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The recent case law of M/s Real Image LLP with M/s Qube Cinema Technologies Private Limited before the National Company Law Tribunal , Chennai wherein there is the proposal for Amalgamation of M/s Real Image LLP with M/s Qube Cinema Technologies Private Company as a going Concern.

Facts of the Case : 

  1. The proposed scheme of amalgamation by virtue of which M/s Real Image LLP are proposed to be amalgamated and vested with M/s Qube Cinema Technologies Private Limited as a going concern.
  2. Both the LLP and the Company are engaged in the business of establishing and or acquiring Audio and Video Laboratories for Recording, Re-recording , Mixing , Editing , computer graphics and special effects for film , television and Video and Radio Productions etc.

Question to be considered :

Whether a Limited Liability Partnership can be allowed to amalgamate with the Private Limited Company under a Scheme of Amalgamation filed before the NCLT?

Observations Made :

  1. Section 60 to 62 of the LLP Act, 2008 and section 230 to 234 of the Companies Act 2013 deal with the merger, amalgamation and arrangements.
  2. Both the acts empower only the National Company Law Tribunal to sanction the scheme proposed by the LLP or company.
  3. Further, Section 394(4)(b) of the Companies Act, 1956 there was no bar for a transferor in the scheme of amalgamation to be a body corporate including a LLP i.e the rationale is to ensure that the resultant company out of scheme is only a company defined under the companies act.  Although the same is not provided in section 232 of the Companies Act, 2013.
  4. It was further observed that Section 234 of the Companies Act 2013 permits that the foreign company may merge into a company registered under the Companies Act 2013 or vice versa.
  5. The NCLT further observes that if the intention of the parliament is to permit a foreign LLP to merge with an Indian Company, then it would be wrong to presume that the act prohibits a merger of an Indian LLP with an Indian Company.

Conclusion:

Therefore considering all the relevant facts on record and all the reasoning, the NCLT approves the scheme of amalgamation of a LLP with the Private Limited Company and intents to amend both the Companies Act, 2013 and the LLP Act 2008.

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