July 19, 2018
Under the scheme of amalgamation, M/S Real Image LLP was proposed to be amalgamated with M/S Qube Cinema Technologies Private Limited.
In the case, the issue that fell for consideration before the NCLT (National Company Law Tribunal) was whether a Limited Liability Partnership can be allowed to amalgamate with a Private Limited Company under Scheme of Amalgamation?
The National Company Law Tribunal sanctioned the proposed amalgamation and made the following observations:
That the legislative intent behind enacting both LLP act 2008 and Companies Act 2013 is to facilitate the ease of doing business and create a desirable business atmosphere.
That both the Acts have been provided with provision of merger and amalgamation of 2 or more LLPs and Companies.
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 merger of an Indian LLP with an Indian Company. Thus, there does not appear any express legal bar to allow merger of an Indian LLP with an Indian Company.
The NCLT’s order can be accessed here.