On June 11, 2018, the National Company Law Tribunal, Single Bench, Chennai (“NCLT”) passed an order in the matter of scheme of amalgamation between Real Image LLP with Qube Cinema Technologies Private Limited wherein the issue was whether an Indian Limited Liability Partnership can be allowed to amalgamate with an Indian Private Limited Company under a scheme of amalgamation.
In this matter, a scheme of amalgamation was proposed by virtue of which Real Image LLP was proposed to be amalgamated and vested with Qube Cinema Technologies Private Limited.
The Hon’ble NCLT concluded that the legislative intention behind enacting both the Limited Liability Partnership Act, 2008 and the Companies Act, 2013 was to facilitate the ease of doing business and to create a desirable business atmosphere for the companies and Limited Liability Partnerships (“LLP”). In the order attached herein it has been observed that where the intention of the parliament was to permit a foreign LLP to merge with an Indian Company, it would be wrong to presume that a merger of an Indian LLP with an Indian Company is prohibited, even though the same is not expressly provided for in the Companies Act, 2013 (section 232) but was provided for in the Companies Act, 1956. Thus, there does not appear to be any express legal bar to allow/sanction merger of an Indian LLP with an Indian Company.
The Hon’ble NCLT thereby allowed the Company Petition and the scheme of amalgamation annexed with the petition which shall be binding on the partner, shareholders, creditors and employees of the companies.
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