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 :
- 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.
- 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 :
- 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.
- Both the acts empower only the National Company Law Tribunal to sanction the scheme proposed by the LLP or company.
- 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.
- 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.
- 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.
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.