Case Law Details
M/s. Real Image LLP Vs M/s. Qube Cinema Technologies Private Limited (NCLT)
Legislative intention behind enacting both the LLP act 2008 and The Companies Act 2013 is to facilitate the ease of doing business and create a desirable business atmosphere for companies and LLPs. For this purpose, both the Acts have provided provisions for merger or amalgamation of two or more LLPs and Companies. The issue involved in the present petition has been categorically dealt with by the Companies Act 1956 but there is no specific provision in the Companies Act Therefore, this is the clear case of casus omissus. 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. Thus, there does not appear any express legal bar to allow/ sanction merger of an Indian LLP with an Indian Company.
FULL TEXT OF NCLT ORDER
1. Under Consideration is a Joint Company Petition i.e CP. No 123/CAA/2018 filed under Section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and National Company Law Tribunal Rules, 2016. The instant Petition pertains to the proposed Scheme of Amalgamation. by virtue of which M/s. Real Image LLP (hereinafter referred to as ‘Transferor LLP) are proposed to be amalgamated and vested with M/s. Qube Cinema Technologies Private Limited (hereinafter referred to as `Transferee Company’) as a going concern.
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