2021 (9) TMI 170 - Tri - Companies Law

Sanction of the Scheme of Amalgamation - Section 60 to 62 of the Limited Liability Partnership Act 2008 - HELD THAT - Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued. The scheme is approved - application allowed.

Summary

Issues:
Petition for sanction of Scheme of Amalgamation under Limited Liability Partnership Act 2008.

Analysis:
The petition was filed under Sections 60 to 62 of the Limited Liability Partnership Act 2008 for the sanction of the Scheme of Amalgamation involving four LLPs. The Scheme aimed at amalgamating three Transferor LLPs with one Transferee LLP from the Appointed Date of 1st April, 2020. The Scheme was approved by the respective Board of Designated Partners of all LLPs, highlighting benefits such as better management, reduced administrative overheads, and optimal resource utilization. The Statutory Auditors confirmed the accounting treatment's conformity, and no pending proceedings under relevant sections were reported. The profit-sharing ratio was deemed fair, and necessary meetings were dispensed with by the Tribunal's prior order.

The petitioners complied with all statutory formalities, served notices to relevant authorities, and published advertisements as per the Tribunal's order. The Registrar of Companies, Ministry of Corporate Affairs, West Bengal, filed representations supporting the Scheme, stating compliance with statutory requirements and lack of complaints or pending inquiries against the LLPs. The Official Liquidator also reported no complaints against the Scheme and opined that the affairs of Transferor LLPs were not prejudicial. No other Statutory Authority filed any representations.

After hearing submissions, the Tribunal sanctioned the Scheme of Amalgamation, making specific orders regarding the transfer of property, rights, debts, liabilities, employee engagement, continuation of proceedings, and maintenance of capital contribution post-merger. The Petitioners were granted leave to file the Schedule of Assets within 60 days. The LLPs were directed to deliver certified copies of the order to the Registrar of Companies for registration, leading to the dissolution of Transferor LLPs. The Registry was instructed to append the scheme and assets printout to the certified copy of the order. The Company Petition was disposed of accordingly, with provision for urgent certified copy issuance upon application.