9911796707
TMI BlogApplication of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modificationsX X X X Extracts X X X X X X X X Extracts X X X X ..... xcept where the context otherwise requires, with the following modifications : Modifications ( i ) ( a ) For the word company occurring in any of the aforesaid provisions of the Companies Act, 1956 , the words limited liability partnership shall be substituted; ( b ) for the word articles occurring in any of the aforesaid provisions of the Companies Act, 1956 , the words limited liability partnership agreement shall be substituted; ( c ) for the word director occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in section 544), the words designated partners shall be substituted; ( d ) for the word promoter or member or contributory occurring in any of the aforesaid provisions of the Companies Act, 1956 , the word partner shall be substituted; ( e ) for the word Court occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in sub-section (5A) of section 454, section 482 and section 483 ), the word Tribunal shall be substituted, provided that until the Tribunal is constituted under the Companies Act, 1956 , the word Tribunal shall be substituted with the words High Court ; ( f ) for the words this Act occurring in any of the aforesai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company , wherever it occurs, substitute the words limited liability partnership . sub-section (3) Omit sub-section (3). 3. Section 445 (Copy of winding up order to be filed with Registrar) sub-section (1) Substitute sub-section (1) with the following:- (1) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the limited liability partnership to file with the Registrar a certified copy of the order, within fifteen days from the date of the making of the order. If default is made in complying with the foregoing provision, the petitioner, or as the case may require, the limited liability partnership, and the designated partners of the limited liability partnership shall be punishable with fine which may extend to one thousand rupees for each day during which the default continues. sub-section (1A) In sub-section (1A), for the words thirty days , substitute the words fifteen days . sub-sections (2) and (3) In sub-sections (2) and (3), for the word company wherever it occurs, substitute the words limited liability partnership . 4. Section 446 (Suits stayed on winding up order) sub-sections (1) to (3) In sub-sections (1) to (3) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ility partnership . sub-section (2) In sub-section (2), for the word company , substitute the words limited liability partnership . 8. Section 453 (Receiver not to be appointed of assets with liquidator). In section 453 , for the word Court , substitute the word Tribunal . 9. Section 454 (Statement of affairs to be made to Official Liquidator) sub-section (1) Substitute sub-section (1) with the following:- (1)( i ) Every limited liability partnership shall file with the Tribunal a statement of its affairs in such form as may be prescribed along with the petition for winding up; ( ii ) where a limited liability partnership opposes a petition for its winding up, it shall file with the Tribunal a statement of its affairs in such form as may be prescribed within such time as may be specified by the Tribunal; ( iii ) where the Tribunal has made a winding up order or appointed the Liquidator as provisional liquidator, unless the Tribunal in its discretion otherwise orders, there shall be made out and submitted to the Liquidator a statement as to the affairs of the limited liability partnership in such form and containing such particulars as may be pres-cribed; ( iv ) The designated partn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court occurring in sub-section (2), substitute the word Tribunal . 12. Section 457 (Powers of liquidator) sub-sections (1) and (2) In sub-sections (1) and (2),- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the words company , wherever it occurs, substitute the words limited liability partnership ; ( iii ) after clause ( c ) in sub-section (1), insert clause ( ca ), namely: ( ca ) to sell whole of the undertaking of the limited liability partnership as a going concern. ( iv ) For the word contributory , wherever it occurs, substitute the word partner ; and ( v ) for the word company s seal , substitute the words limited liability partnership s seal . 13. Section 458 (Discretion of liquidator) In section 458, for the word Court , wherever it occurs, substitute the word Tribunal . 14. Section 458A (Exclusion of certain time in computing periods of limitation) In section 458A, - ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court , substitute the word Tribunal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eral or special powers of attorney from creditors or partners, in such proportions as may be agreed on by the meeting of creditors and partners or in case of difference of opinion between the meetings, as may be determined by the Tribunal. ( ii ) The procedure to be adopted by the committee shall be as may be prescribed. sub-sections (2) to (5) Omit sub-sections (2) to (5). sub-section (7) In sub-section (7), for the word contributories , substitute the word partners . sub-section (8) In sub-section (8), - ( i ) for the word contributories , wherever it occurs, substitute the word partners ; and ( ii ) for the words ordinary resolution , substitute the word resolution . sub-section (9) In sub-section (9), -( i ) for the word contributories , substitute the word partners ; ( ii ) for the word contributory , substitute the word partner ; and ( iii ) for the word Court , wherever it occurs, substitute the word Tribunal . 19. Section 466 (Powers of Court to stay winding up) sub-sections (1) and (2) In sub-sections (1) and (2),- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the word Official Liquidator , wherever it occurs, substitute the word ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , (5), (7), (8) and (9),- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the word contributory , wherever it occurs, substitute the word partner ; ( iii ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( iv ) for the words Official Liquidator , wherever they occur, substitute the word liquidator . sub-section (3) Substitute sub-section (3) with the following:- Any creditor or partner may also take part in the examination either personally or by any chartered accountants or company secretaries or cost accountants or legal practitioners entitled to appear before the Tribunal. sub-section (6) In sub-section (6).- ( i ) In clause ( a ), for the words Official Liquidator s report , substitute the words liquidator s report ; and ( ii ) omit clause ( b ). sub-section (10) Substitute sub-section (10) with the following:- (10) An examination under this section may, if the Tribunal so directs, be held before any authority or person authorized by the Tribunal . sub-section (11) In sub-section (11),- ( i ) for the word Court , substitute the word Tribunal ; and ( ii ) for the words Judge or officer , ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arily, the majority of its designated partners (being not less than two) shall make a declaration in such form and manner and within such time as may be prescribed to the effect that the limited liability partnership has no debt or that it will be able to pay its debts in full within such period not exceeding one year from the commencement of the winding up as may be specified in the declaration. sub-sections (2) and (5) Omit sub-sections (2) and (5). sub-section (3) In sub-section (3),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word director , substitute the words designated partner . sub-section (4) In sub-section (4),- ( i ) for the word company , substitute the words limited liability partnership ; ( ii ) for the word director , substitute the words designated partner ; and ( iii ) for the words of five weeks , substitute the words prescribed in sub-section (1) . 35. Section 494 (Power of liquidator to accept shares, etc., as consideration for sale of property of company) sub-section (1) Substitute sub-section (1) with the following:- (1) Where a limited liability partnership (the transferor limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ub-sections (5) and (6). 36. Section 497 (Final meeting and dissolution) sub-section (1) Substitute sub-section (1) with the following, namely:- (1) As soon as the affairs of a limited liability partnership are fully wound up, the LLP Liquidator shall prepare final winding up accounts, explanations and a report on the conduct of affairs of the limited liability partnership during winding up in such form and manner as may be prescribed, showing how the property and assets of the limited liability partnership have been disposed of and its debt fully discharged or discharged to the satisfaction of the creditors and thereafter seek approval of the partners or the creditors of the limited liability partnership, as the case may be, on the said report and the final winding up accounts and explanation in the meeting of partners or creditors: Provided that no such meeting of creditors is required if there were no creditors before commencement of voluntary winding up or creditors are paid their dues in such manner as may be prescribed. sub-sections (2), (4), (5), (6A), (6B) and (7). Omit sub-sections (2), (4), (5), (6A), (6B) and (7). sub-section (3) Substitute sub-section (3) with the follo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unrecovered contribution, debt, and liability capable of resulting in a debt, and any claim, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or alleged to subsist between the limited liability partnership and a partner or alleged partner or other debtor or person apprehending liability to the limited liability partnership, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the limited liability partnership, on such terms as may be agreed, and take any security for the discharge of any such debt, liability or claim, and give a complete discharge in respect thereof. sub-section (2) Substitute sub-section (2) with the following:- (2) Any creditor or partner may apply in the manner prescribed to the Tribunal with respect to any exercise or proposed exercise of powers by the LLP Liquidator under this sub-section, and the Tribunal shall after giving a reasonable opportunity to such applicant and the LLP Liquidator, pass such orders as it may think fit. sub-section (3) In sub-section (3),- ( i ) for the word liquidator , substitute the words LLP liquidator ; ( ii ) for the word company , subst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , substitute the words enforcing realization of outstanding contribution . sub-section (2) In sub-section (2),- ( i ) for the word liquidator , substitute the words LLP liquidator ( ii ) for the word Court , substitute the word Tribunal ; ( iii ) for the word company , substitute the words limited liability partnership ; ( iv ) for the word contributory , substitute the word partner ; and ( v ) omit the words specified in sub-section (3) . sub-section (3) Omit sub-section (3). sub-section (4) In sub-section (4), for the word Court , substitute the word Tribunal . sub-section (5) In sub-section (5), for the word company , wherever it occurs, substitute the words limited liability partnership . 44. Section 519 (Application of liquidator to Court for public examination of promoters, directors, etc.) sub-section (1) In sub-section (1),- ( i ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( ii ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( iii ) for the word liquidator , substitute the words LLP Liquidator . sub-section (2) Substitute sub-section (2) with the following:- (2) The provisions of section 478 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and (2),- ( i ) omit the words after the commencement of this Act ; ( ii ) for the word company , substitute the words limited liability partnership ; and ( iii ) for the words company s debt , substitute the words limited liability partnership s debt . sub-section (3) In sub-section (3), for the word Court , wherever it occurs, substitute the word Tribunal . 53. Section 534 (Effect of floating charge) In section 534, - ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) omit the proviso to this section. 54. Section 535 (Disclaimer of onerous property in case of a company which is being wound up) sub-sections (1) to (7) In sub-sections (1) to (7),- ( i ) for the word company wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal ; and ( iii ) for the word liquidator , wherever it occurs, substitute the words liquidator or LLP liquidator . 55. Section 536 (Avoidance of transfers, etc., after commencement of winding up) sub-section (1) In sub-section (1),- ( i ) for the word shares , substitute the word contribution ; ( ii ) for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) sub-section (1) In sub-section (1),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( iii ) for the word contributory , substitute the word partner ; and ( iv ) for the words the Official Liquidator or the liquidator , substitute the words the liquidator or the LLP liquidator . sub-section (2) In sub-section (2),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal . sub-section (3) In sub-section (3), for the word company , substitute the words limited liability partnership . 62. Section 543 (Power of Court of assess damages against delinquent directors, etc.) sub-section (1) In sub-section (1),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( iii ) for the words director, manager , wherever they occur, substitute the words designated partner ; ( iv ) for the word contributory , substit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... limited liability partnership ; and ( ii ) for the word liquidator , wherever it occurs, substitute the words liquidator or LLP liquidator . sub-section (8) In sub-section (8), for the word Court , substitute the word Tribunal . sub-section (9) In sub-section (9),- ( i ) for the word company , substitute the words limited liability partnership ; ( ii ) for the word Court , substitute the word Tribunal ; and ( iii ) for the word liquidator , wherever it occurs, substitute the words liquidator or LLP liquidator . 65. Section 546 (Liquidator to exercise certain powers subject to sanction) sub-section (1) In sub-section (1),- ( i ) for the word liquidator , substitute the words liquidator or LLP liquidator, in the case of voluntary winding up ; ( ii ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( iii ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( iv ) for the words special resolution , substitute the words resolution passed by three-fourths of total number of partners ; ( v ) in sub-clause ( iii ) of clause ( b ),- ( a ) for the words call or liability to call , substitute the words obligation to contribut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iquidator or LLP liquidator ; ( iii ) in clause ( a ), omit the words or subject to the supervision of ; and ( iv ) for clauses ( b ) and ( c ), substitute the following as clause ( b ):- ( b ) in the case of voluntary winding up, in such manner as the limited liability partnership approves by three-fourths of total number of partners with the prior approval of the secured creditors, if any. sub-section (2) In sub-section (2),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; and ( ii ) for the word liquidator , substitute the words liquidator or LLP liquidator . sub-section (3) In sub-section (3),- ( i ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( ii ) for the word Court , substitute the word Tribunal ; ( iii ) for the word contributory , substitute the word partner ; and ( iv ) for the word liquidator , substitute the words liquidator or LLP liquidator . 70. Section 551 (Information as to pending liquidations) sub-section (1) Substitute sub-section (1) with the following:- (1)( i ) The LLP liquidator in the case of voluntary winding up, and the liquidator, in the case of win ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Liquidator to make payments into public account of India) In section 552,- ( i ) omit the word Official ; ( ii ) for the word company , substitute the words limited liability partnership ; and ( iii ) omit the words in the Reserve Bank of India . 72. Section 553 (Voluntary liquidator to make payments into Scheduled Bank) sub-sections (1) and (2) Substitute sub-sections (1) and (2) with the following:- (1) Every LLP liquidator shall pay, in such manner as may be prescribed, the monies received by him in his capacity as such in a Scheduled Bank to the credit of a special bank account opened by him in that behalf and called - the Liquidation Account of................ LLP : Provided that if the Tribunal is satisfied that for the purpose of carrying on the business of the limited liability partnership or of obtaining advances or for any other reason, it is to the advantage of the creditors or partners that the LLP liquidator should have an account with any other bank, the Tribunal may authorise the LLP liquidator to make his payments into or out of such other bank as the Tribunal may select; and thereupon those payments shall be made in the prescribed manner and at the prescribed tim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... words limited liability partnership ; and ( ii ) for the word Court , substitute the word Tribunal . sub-section (3) In sub-section (3), for the word liquidator , substitute the words LLP liquidator or liquidator . sub-section (4) In sub-section (4),- ( i ) for the word liquidator , wherever it occurs, substitute the words LLP liquidator or liquidator ; and ( ii ) for the words Reserve Bank of India , substitute the words Scheduled Bank . sub-section (5) In sub-section (5),- ( i ) for the word company , substitute the words limited liability partnership ; and ( ii ) for the word Court , substitute the word Tribunal . sub-section (6) In sub-section (6),- ( i ) for the word company , substitute the words limited liability partnership ; ( ii ) for the word Court , substitute the word Tribunal ; ( iii ) for the word liquidator , substitute the words LLP liquidator or liquidator ; ( iv ) for the words Reserve Bank of India , substitute the words Scheduled Bank ; and ( v ) for the words Companies Liquidation Account , substitute the words LLP Liquidation Account . sub-section (7) In sub-section (7),- ( i ) in clause ( a ),- (A) for the words Companies Liquidation Account , substitute th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1) to (5) Omit sub-sections (1) to (5). sub-section (6) In sub-section (6),- ( i ) after the words struck off the register , insert the words under section 75 ; ( ii ) for the word company , wherever it occurs, substitute the words limited liability partnership ; ( iii ) for the word Court , wherever it occurs, substitute the word Tribunal ; ( iv ) for the word member , wherever it occurs, substitute the word partner ; ( v ) for the words twenty years , substitute the words five years ; and ( vi ) for the words notice aforesaid , substitute the words notice striking off the name of the limited liability partnership from the register . sub-section (7) In sub-section (7), for the word company , substitute the words limited liability partnership . sub-sections (8) and (9) Omit sub-sections (8) and (9). Part X: Winding up of Unregistered companies 79. Section 584 (Power to wind up foreign companies, although dissolved) Substitute section 584 with the following:- 584. Where a limited liability partnership registered or incorporated outside India, which has been carrying on business in India, - ( a ) ceases to carry on business in India; ( b ) is dissolved or is carrying on business only ..... X X X X Extracts X X X X X X X X Extracts X X X X
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