The Chennai Bench of the National Company Law Tribunal (‘Chennai
Bench) has recently dealt with the question of merger of a Limited
Liability Partnership (LLP) with a company under the Companies
Act, 2013. The order of the Chennai Bench is important in the
light of the fact that neither the Companies Act, 2013 nor the LLP
Act envisage the merger of an Indian LLP with an Indian company.
The legal provisions dealing with mergers and amalgamations pursuant to Companies Act (present and erstwhile) and the LLP Act are as follows:
It is pertinent to note that neither the Companies Act, 2013 nor the LLP Act, specifically provide for or prohibit the merger of an LLP with a company or vice versa.
THE ORDER – Amalgamation between M/s Real Image LLP and Qube Cinema Technologies Private Limited CP/123/CAA/2018 (‘Real Image Order’)
The Chennai Bench while sanctioning the scheme of amalgamation between M/s Real Image LLP, an LLP incorporated under the LLP Act and Qube Cinema Technologies Private Limited, a company incorporated under the Companies Act, 2013 advanced the following rationale: