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TMI Blog2018 (9) TMI 1607X X X X Extracts X X X X X X X X Extracts X X X X ..... contrary to public policy and not violative of any provisions of law. Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petition is hereby sanctioned which shall be binding on the partner, shareholders, creditors and employees of the Companies. The Scheme shall become effective from the date on which the certified copy of this order sanctioning the scheme is filed with the ROC, Chennai. While approving the Scheme as above, it is clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 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 Transferor LLP and Transferee Company (Hereinafter Jointly referred as Petitioner Companies ) are engaged in the business of establishing and or acquiring Audio and Video Laboratories for Recording, Re-recording, Mixing, Editing, Computer Graphics and Special Effects for Film, Television, Video and Radio Productions etc. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... estigation 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. The Auditor has broadly reviewed and observed that under Clause 10.1 of Part-II of the proposed Scheme, the interests of all employees in the service of the Transferor LLP are safeguarded. He has submitted that as per Clause 5.1 of Part-II of the Scheme, Transferee Company shall issue and allot 24,62,225 equit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 wordings used in both these provisions are almost identical and both the Acts empower only the National Company Law Tribunal to sanction the scheme proposed by the LLP or Company. He has further submitted that under Section 394(4)(b) of the Companies Act, 1956, there was no bar for a transferor in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ision 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 modification and the said Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petition ..... X X X X Extracts X X X X X X X X Extracts X X X X
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