ULEKTZ Learning LLP vs AEL Data Services LLP

Ch. Mohd. Sharief Tariq, J

Under Consideration is a joint Company Petition No. 496/CAA/2019 filed under Section 60 read with Section 62 of the Limited Liability Partnership Act, 2008 and the National Company Law Tribunal Rules, 2016. The instant Petition pertains to the proposed Scheme of Amalgamation by virtue of which M/s. ULEKTZ Learning LLP (hereinafter referred to as Transferor LLP') is proposed to be transferred, amalgamated and vested with M/s. M/s. AEL Data Services LLP (hereinafter referred to as 'Transferee LLP') as a going concern.

The Transferor LLP was originally incorporated as a Private Limited Company under the Companies Act, 2013 on 05.08.2015 in the name & style, ULEKTZ Learning Private Limited vide registration No. 18-101697. Subsequently, the status of the Company was converted into a LLP under the LLP Act, 2008 on 22.02.2017. Registered office of the Transferor LLP is situated at No. 130, Defence Colony, Chennai 600032. The Transferee LLP is incorporated on 23.04.2010 under the LLP Act, 2008 and has its registered office at No. 130, Defence Colony, Guindy, Chennai 600032.

Both, the Transferor and Transferee LLPs are engaged in the business of software development, network development, network designing, web designing, internet services, training services, data processing, Information Communication, hardware development, e-commerce, m-commerce, embedded applications, wireless technologies etc.

This Bench vide its Order dated 28.09.2018 in CA/145/CAA/2018, dispensed with the convening and holding of the meeting of the Partners, Secured and Unsecured Creditors of the Transferor and the Transferee LLPs. The Petitioner LLPs have complied with all the Orders passed by this Bench.

The Representative appearing for the Petitioner LLPs has submitted the reasons and circumstances leading to and justifying the proposed Scheme of Amalgamation. He has submitted that both the Transferor and Transferee LLPs are engaged in the similar line of business and by the Amalgamation, the operational costs will be reduced and management will be able to operate and run the Transferor and Transferee LLP as a single unit more effectively and economically.

The Scheme provides that the whole of the Undertakings of the Transferor LLP comprising its entire business, all assets and liabilities of whatsoever nature and wheresoever situated, including the immovable properties, if any, shall be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee LLP as a going concern from the Appointed date.

The Registrar of Companies (for short, 'RoC') in his Report dated 22.03.2019, submitted that the partners and partnership ratio are same in Transferor and Transferee LLP. The Partners of the Transferor and Transferee LLP are having equal proportion of contribution and share profits. Upon scheme becoming effective, there is no addition or exit of any partners and the profit sharing ratio is also unaffected and no additional consideration would be paid by Transferee LLP to Transferor LLP or its partners.

The RoC has further submitted that the Transferor and Transferee LLPs are regular in filling their Annual Return and Balance Sheets and have filed returns up to the financial year ending 31.03.2018. No Technical Scrutiny has been carried out against the Transferor and Transferee LLPs.

The RoC has also submitted that the scheme has provided for the dissolution of the Transferor LLP viz., M/s. ULEKTZ Learning LLP.

The Official Liquidator (In short, 'OL') in his Report dated 01.04.2019, submitted that as per Order dated 28.09.2018 he has appointed M/s. Victoria Mathews & Santhakumar, Chartered Accountants, Chennai, who is one of the empanelled Auditors of the Hon'ble High Court of Madras to look into the Scheme of Amalgamation and to scrutinize the books and accounts of the Transferor LLP and to file their report on the affairs of the Transferor LLP in terms of Sections 60 to 62 of the Limited Liability Partnership Act, 2008 and the Rules made thereunder.

The OL has submitted that the Auditor has scrutinised the records maintained online at the Registrar of Companies and the registers maintained by the Transferor LLP and observed that the Transferor LLP is maintaining proper books of accounts and all entries have been made in the statutory registers in accordance with the requirement of the Limited Liability Partnership Act, 2008 and no discrepancies were noted.

The OL has stated that the Transferor LLP have not accepted deposits from the Public. Hence, the question of commenting on compliance of the directions of the Reserve Bank of India relating to deposits does not arise. The Transferor LLP is regular in filing Income Tax returns and no case is pending against the Transferor LLP and there are no tax arrears.

The OL has submitted that the business of the Transferor LLP has not been conducted with intent to defraud the creditors of the Transferor LLP or for any fraudulent purpose which would attract the provisions of Section 61 & 62 of the Limited Liability Partnership Act, 2008. The Chartered Accountants have reported that the affairs of the Transferor LLP have not been conducted in a manner prejudicial to the interest of its creditors or the public.

As per Clause 11 of Part II of the Scheme of Amalgamation, all the proposed accounting treatment is in conformity with the accounting principles generally accepted in India, and to this effect the CA's Certificate is annexed.

The Scheme will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. There is no requirement to modify the proposed Scheme. The Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under section 60 to 62 of the Liability Partnership Act, 2008.

Therefore, the Scheme annexed with Petition stands sanctioned which shall be binding on all the Equity Shareholders, the Creditors of the companies and their respective employees. The Scheme shall become operative from the appointed date viz., 31st January 2018.

However, it is further 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 obtained or, even compliances that may have to be made as per the mandate of law.

The LLPs to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme.

The Petitioner LLPs shall file with the Registrar of Companies the certified copy of this Order within 30 days of the receipt of the order.

The Transferor LLP shall be dissolved without winding up from the date of the filling of the certified copy of this order with the Registrar of Companies.

Upon receiving the certified copy of this order, the RoC, Chennai, is directed to place all documents relating to the Transferor LLP with that of the Transferee LLP and the files relating to the Transferor LLP shall be consolidated with the files and records of the Transferee LLP.

The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format, if any, provided under the Limited Liability Partnership Rules, 2009.

Thus, the Scheme stands sanctioned and CP/496/CAA/2019 stand disposed of.