The National Company Law Tribunal Chennai Bench
("NCLT") through its recent landmark decision in M/s
Real Image LLP with M/s Qube Cinema Technologies Private
Limited has paved the way for amalgamation of a Limited
Liability Partnership ("LLP") into a Private Limited
Company, an issue which has not been expressly dealt with under the
Companies Act, 2013 ("Act 2013").
Brief Facts
The brief facts of the case are that a joint company petition
was made under the Section 230-232 of the Act 2013 read with the
Companies (Compromises, Arrangements and Amalgamations) Rules,
2016. The petition sought the approval of the proposed
amalgamation between a LLP and a Private Limited Company as a going
concern. Both the entities involved in the present case dealt in
audio and video laboratories. Both the entities complied with the
requisite procedures of obtaining consent of the members and
creditors and the statutory requirements of both the entities were
in compliance, as was