TaxTMI 
TaxTMI 
TaxTMI 
2018 (9) TMI 1607
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....eme 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. 2. The Transferor LLP viz. M/s. Real Image LLP is incorporated on 04.01.2016 under the provisions of the LLP Act, 2008 having its registered office at No. 42, Dr. Ranga Road, Mylapore, Chennai-600004, Tamil Nadu. The Transferee Company viz. M/s. Qube Cinema Technologies Private Limited, is a private limited company, incorporated on 12.01.2017 under the Companies Act 2013, and has its registered office at No. 42, Dr. Ranga Road, Mylapore, Chennai-600004, Tamil Nadu. 3. Both, the....
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.... provides for the protection of the interest of the employees of the transferor LLP. 8. The RD further submitted that as per the report of RoC, Chennai, Transferor LLP and the Transferee Company are regular in filing its statutory returns. There is no prosecution filed, no complaints pending and no inspection/investigation has been conducted against the Petitioner Companies. 9. The Official Liquidator (In short, 'OL') in his Report dated 15.05.2018, has submitted that as per Order dated 12.01.2018, he has nominated M/s. Arun & Balu, Chartered Accountants, Chennai, who is one of the empanelled Auditors by the Hon'ble High Court of Madras to look into the Scheme of Amalgamation and to scrutinize the books and account of the Transferor LLP. ....
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....Scheme of Amalgamation all the proposed accounting treatment is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. 13. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013 but the important question that arises for consideration in the present Company Petition is whether a Limited Liability Partnership can be allowed to amalgamate with a Private Limited Company under a Scheme of Amalgamation filed before the National Company Law Tribunal. 14. The Counsel for the petitioner Companies submitted that Sections 60 to 62 of the LLP Act, 2008 and Sections 230 to 234 of the Companies Act, 2013 deal with the merger, amalgamation and arrangements. The wor....
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....usiness 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, 2013. 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. 16. There is no additional requirement for any mod....