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TMI BlogLimited Liability Partnership (Winding up and Dissolution) Rules, 2012X X X X Extracts X X X X X X X X Extracts X X X X ..... d includes the Principal Bench; ( d ) certified , in relation to a copy of a document, means certified as provided in section 76 of the Indian Evidence Act, 1872; ( e ) Code means the Code of Civil Procedure, 1908; ( f ) filed means filed in the office of the Registrar of Tribunal or Bench; ( g ) LLP means Limited Liability Partnership; ( h ) LLPIN means the Limited Liability Partnership Identification Number as referred to in the Limited Liability Partnership Rules, 2009; ( i ) LLP Liquidator means a liquidator appointed in connection with voluntary winding up of a limited liability partnership (LLP) from the panel maintained by the Central Government consisting of the names of practicing chartered accountants, advocates, practicing company secretaries, practicing cost and works accountants or firms or bodies corporate having chartered accountants, advocates, company secretaries, cost and works accountants and such other professionals as may be notified by the Central Government; ( j ) Member means any judicial member or technical member of the Tribunal; ( k ) Officer includes any designated partner, partner, employee of the LLP and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion shall be filed with the Registrar within thirty days of passing of such resolution in Form No. 1. 6. Commencement of voluntary winding up and filing up of statement of affairs. (1) A voluntary winding up shall be deemed to commence on the date of passing of the resolution for voluntary winding up under rule 5. (2) The provisions of sub-rule (3) of rule 28 shall, so far as may be, apply to the voluntary winding up as they apply to the winding up by the Tribunal except that the reference to- ( a ) the Tribunal shall be omitted; ( b ) the liquidator or the Provisional Liquidator shall be construed as reference to the LLP liquidator; and ( c ) the relevant date shall be construed as reference to the date of commencement of the voluntary winding up. 7. Declaration of solvency in case of proposal to wind up voluntarily. (1) Where it is proposed to wind up an LLP voluntarily, the majority of its designated partners (being not less than two) shall make a declaration in Form No. 2 verified by an affidavit to the effect that the LLP has no debt or that it will be able to pay its debts in full within such period, as may be specified in the declaration ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... c ) the LLP will not be able to pay for its debts in full from the proceeds of assets to be sold in voluntary winding up and propose that it will be in the interest of all partners and creditors if the LLP is wound up by the Tribunal, the LLP shall, within fourteen days thereafter, file an application before the Tribunal for winding up: Provided that where the LLP pays the dues of creditors to their satisfaction, provisions of clause (b) or clause (c), as the case may be, shall not be applicable. (4) Notice of any decision of creditors in pursuance of this rule shall be given by the LLP to the Registrar in Form No 5 within fifteen days from the date of receipt of consent of the creditors referred to in sub-rule (3). 9. Publication of resolution to wind up voluntarily. Where LLP has by resolution resolved for voluntary winding up and consent of creditors under clause (b) of sub-rule (3) of rule 8 is received for voluntary winding up of the LLP, it shall, within fourteen days of the receipt of creditors' consent, give notice of the resolution by advertisement in a newspaper circulating in the district where the registered office or the principal office of the L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his appointment has been made by the LLP and, by the creditors, where his appointment is approved, or made, by such creditors. (10) Where a LLP Liquidator is sought to be removed under sub-rule (9), he shall be given a notice in writing stating the grounds of removal from his office by the LLP or the creditors, as the case may be. (11) Where three-fourths of total number of partners of the LLP or three-fourths of creditors in value, as the case may be, after consideration of the reply, if any, filed by the LLP Liquidator, in their meeting decide to remove the LLP Liquidator, the LLP shall remove the LLP Liquidator and he shall vacate his office. 11. Filling up of vacancy in office of LLP Liquidator. If a vacancy occurs by death, resignation, removal or otherwise in the office of any LLP Liquidator (other than a Liquidator appointed by, or by the direction of, the Tribunal) appointed under rule 10, the partners of the LLP or the creditors, as the case may be, fill the vacancy in the manner as specified in that rule. 12. Notice of appointment of LLP Liquidator to be given to Registrar. The LLP shall give notice to the Registrar of the appointment of, or any vaca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t evidence is received from the LLP Liquidator that any fraud materially affecting the rights of partners or creditors or interests of LLP or public has been committed by any person in respect of the LLP, the Tribunal may, without prejudice to the continuation of process of winding up under these rules, order for investigation under section 43 and on consideration of the report of such investigation, the Tribunal may pass such order and give such directions as it may consider necessary including the direction that such person shall attend before the Tribunal on a day appointed by it for that purpose and be examined as to the promotion or formation or the conduct of the business of the LLP or as to his conduct and dealings as an officer thereof or otherwise: Provided that where the fraud is reported against any person other than a partner or designated partner of the LLP, the LLP Liquidator, before sending a report under this rule to the Tribunal, may intimate it to the partners or designated partners, as the case may be, and include their views in the report. (2) Without prejudice to powers of Tribunal to make any order under sub-rule (1), the Tribunal shall have power to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 23 for an order, and order of the Tribunal on the matter shall be binding on all parties. (3) Within fifteen days after the resolution under sub-rule (2), the LLP liquidator shall- ( a ) send to the Registrar a copy of the final winding up accounts, explanation and report in Form No. 10 ; and ( b ) file an application with the Tribunal alongwith a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership. (4) If the Tribunal is satisfied, after considering the application, final winding up accounts, explanations and report of the LLP Liquidator, that the process of winding up has been duly followed, the Tribunal may pass an order, within sixty days of the receipt of such application, accounts, explanations and report, that the limited liability partnership shall stand dissolved. (5) The LLP Liquidator shall file a copy of the order under sub-rule (4) with the Registrar within thirty days in Form No 11 . (6) The Registrar, on receiving the copy of the order passed by the Tribunal under sub- rule (4), shall forthwith publish a notice in the Official Gazette that the LLP stands disso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urchase his interest at a price to be determined in accordance with the agreement or by the registered valuer. (4) If the LLP Liquidator decides to purchase such partner's interest, the purchase money, raised by him in such manner as may be determined by a resolution passed by three- fourths of total number of partners, shall be paid before the limited liability partnership is dissolved. 21. Distribution of property of LLP. Subject to the provisions of the Act and these rules in respect of overriding preferential payments, the assets of an LLP shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject to such application, shall, unless the LLP Agreement otherwise provides, be distributed among the partners according to their rights and interests in the LLP. 22. Arrangement between LLP and creditors. Any arrangement entered into between an LLP in the course of being wound up and its creditors by three-fourths of the total number of partners of LLP and the three-fourths of the total number of creditors in value shall be binding, provided that the said arrangement is presented before the Tribunal within twenty one days from t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bunal in favour of a creditor of the LLP is returned unsatisfied in whole or in part; or ( c ) if it is proved to the satisfaction of the Tribunal that the LLP is unable to pay its debts, and, in determining whether a LLP is unable to pay its debts, the Tribunal shall take into account the contingent and prospective liabilities of the LLP. 26. Petition for winding up. (1) An application to the Tribunal for the winding up of an LLP shall be by a petition presented - ( a ) by the LLP or any of its partner or partners, ( b ) by any secured creditor or creditors, including any contingent or prospective creditor or creditors, ( c ) by the Registrar, or ( d ) by any person authorised by the Central Government in that behalf, ( e ) by the Central Government, in a case falling under section 51 of the Act, ( f ) by the Central Government or a State Government, in a case falling under clause (d) of section 64. (2) A partner shall be entitled to present a petition for the winding up of a LLP, notwithstanding that he may have paid his full contribution, or that the LLP may have no assets at all or may have no surplus assets left for distribution among the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... winding up order on the ground only that the assets of the LLP have been mortgaged for an amount equal to or in excess of those assets, or that the LLP has no assets. (2) Where a petition is presented on the ground that it is just and equitable that the LLP should be wound up, the Tribunal may refuse to make an order of winding up, if it is of the opinion that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the LLP wound up instead of pursuing that other remedy. (3) Where a Provisional Liquidator is appointed by the Tribunal, the Tribunal may limit and restrict his powers and duties by the order appointing him or by a subsequent order, but otherwise he shall have the same powers and duties as a liquidator. 28. Directions for filing statement of affairs. (1) Where a petition for winding up is filed before the Tribunal by any person other than the LLP, the Tribunal shall, if satisfied that a prima facie case for winding up of the LLP is made out, by an order, direct the LLP to file its objections along with a statement of its affairs in the form and the manner specified in Part VI within the time specified in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p order or appointment of Provisional Liquidator from the panel, the Central Government shall maintain a panel consisting of the names of practicing chartered accountants, advocates, practicing company secretaries, practicing cost and works accountants or firms or bodies corporate having chartered accountants, advocates, company secretaries, cost and works accountants and such other professionals as may be notified by the Central Government or from a firm or a body corporate of persons having a combination of such professionals as may be notified by Central Government and having at least ten years' experience in company or LLP matters and such other qualifications and any other terms and conditions as may be notified by the Central Government. (3) The Central Government may remove the name of any person or firm or body corporate from the panel maintained under sub-rule (2) on the grounds of misconduct, fraud, misfeasance, breach of duties or professional incompetence: Provided that the Central Government before removing the name of any such person or firm or body corporate from panel, shall give him or it a reasonable opportunity of being heard. (4) Every Liquidator ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ue to fraud or misfeasance or failure to exercise due care and diligence in the performance of his powers and functions, the Tribunal may recover or cause to be recovered such loss or damage from the liquidator and pass such other orders as it may think fit. (4) The Tribunal shall, before passing any order under this rule, provide a reasonable opportunity of being heard to the liquidator. 31. Winding up order to be communicated to the liquidator and the Registrar (1) Where the Tribunal makes an order for the winding up of a LLP, it shall, within a period not exceeding fifteen days from the date of passing of the order, cause intimation thereof to be sent to the Liquidator and the Registrar in Form No 12 . (2) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the LLP to file with the Registrar a certified copy of the order with in fifteen days of the making of the order. (3) On receipt of the intimation under sub-rule (1), the Registrar shall make an endorsement to that effect in his records relating to the LLP and notify in the Official Gazette that such an order has been made. (4) On receipt of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the valuers maintained by the Liquidator; ( b ) amount of contribution received and outstanding from partners; ( c ) the existing and contingent liabilities of the LLP including names, addresses and occupations of its creditors, stating separately the amount of secured and unsecured debts, and in the case of secured debts, particulars of the securities given, whether by the LLP or a partner or an officer thereof, their value and the dates on which they were given; ( d ) the debts due to the LLP and the names, addresses and occupations of the persons from whom they are due and the amount likely to be realised on account thereof; ( e ) guarantees, if any, given by the LLP; ( f ) list of partners and dues if any payable by them and details of any outstanding contributions; ( g ) details of intangible assets such as trade marks, intellectual property rights etc. owned by the LLP; ( h ) details of subsisting contracts, joint ventures and collaborations, if any; ( i ) details of other LLPs or companies, etc. in which LLP has any stake; ( j ) details of legal cases filed by or against the LLP; ( k ) details of the properties, assets, books of r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al may, on examination of the reports submitted to it by the Liquidator and after hearing the Liquidator, creditors or partners, order sale of the LLP as a going concern or its assets or part thereof: Provided that the Tribunal may, where it considers fit, appoint a Sale Committee comprising such creditors, partners and officers or employees of the LLP as the Tribunal may decide to assist the Liquidator under this sub-rule: Provided further that where the Tribunal is of the opinion that an LLP can be revived or rehabilitated, it may, direct that an action for revival or rehabilitation may be taken in accordance with the procedures prescribed under sections 60 to 62 of the Act. (3) Where a report is received from the Liquidator that a fraud has been committed in respect of the LLP, the Tribunal shall, without prejudice to the process of winding up, order for investigation under section 43, and on consideration of the report of such investigation, it may pass order and give such directions as it may think appropriate. (4) The Tribunal may order such steps as may be necessary to protect, preserve or enhance the value of the assets of the LLP. (5) The Tribunal may pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al Liquidator, as the case may be, within sixty days of the relevant date as defined in rule 28. It shall be the duty of all persons having custody of any property, assets, effects, books of account or other documents to deliver possession thereof to the liquidator. (2) The partners, designated partners, officers and employees, past and present, including Chief Executive Officer and Chief Finance Officer and auditors shall extend full cooperation to the Liquidator in discharge of his functions and duties. The liquidator may hold personal interviews with any such person including the person having custody of property, assets, effects, books of accounts or other documents for the purpose of investigating the LLP's affairs, and it shall be the duty of every such person to attend on the liquidator at such time and place as the liquidator may appoint and give the liquidator all information that he may require and answer all such questions as may be put to him by the liquidator. The liquidator shall maintain minutes of the interview held by him or memoranda containing the substance of such interviews. In case of any failure to extent such cooperation, Liquidator may apply to the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... artners, agreed by majority. (10) On a vacancy occurring in the Committee, the liquidator shall forthwith summon a meeting of creditors or of partners, as the case may require, to fill the vacancy; and the meeting may, by resolution, re-appoint the same, or appoint another, creditor or partner to fill the vacancy: Provided that if the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for the vacancy to be filled, he may apply to the Tribunal and the Tribunal may make an order that the vacancy shall not be filled, or shall not be filled except in such circumstances as may be specified in the order. (11) The continuing members of the Committee, if not less than two, may act notwithstanding any vacancy in the committee. (12) As soon as possible after the holding of the said meetings, the Liquidator shall report the result thereof to the Tribunal for further directions. (13) An application by the Liquidator for an order that a vacancy occurring in the Committee shall not be filled, shall be made upon a notice to the remaining members of the Committee and such other persons as the Tribunal may direct. (14) Neither t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... angible assets such as intellectual property rights, trademarks, logo, etc. and actionable claims of the LLP by public auction or inviting bids or tenders or private contracts with power to transfer such property to any person or body corporate, or to realize any debts; ( e ) to inspect the records and returns of the LLP on the files of the Registrar or any other authority; ( f ) to prove rank and claim in the insolvency of any partner for any balance against his estate, and to receive distributable sums in the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors; ( g ) to draw, accept, make and endorse any bill of exchange, hundi or promissory note in the name and on behalf of the LLP, with the same effect with respect to the liability of the LLP as if the bill, hundi , or note had been drawn, accepted, made or endorsed by or on behalf of the LLP in the course of its business; ( h ) to take out, in his official name, letters of administration to any deceased partner, and to do in his official name any other act necessary for obtaining payment of any money due from a partner or his estat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it shall be the duty of every such person to attend to the liquidator at such time and place as the liquidator may appoint and give the liquidator all information which he may require and answer all such questions relating to winding up of LLP as may be put to him by the liquidator; ( q ) to maintain a separate bank account for each LLP under his charge for depositing the sale proceeds of the assets and recovery of debts of each LLP; ( r ) to maintain proper books of account in respect of all receipts and payments made by him in respect of each LLP and submit statement of accounts to the Tribunal; ( s ) to invite claims from the creditors, examine the proof and prepare and submit the list of creditors and partners; and ( t ) to do all such other acts and things as may be necessary for the winding up of the LLP and distribution of its assets. (2) Every bidder shall, in response to advertisement referred to in clause (m) of sub-rule (1), deposit, his offer in the manner as may be specified by the Tribunal with the Liquidator or Provisional Liquidator, as the case may be, within forty-five days from the date of the advertisement and the liquidator or Provisional Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rt of such appointment including terms and conditions, fees payable, source of fund for payment of fee, fund available with the LLP and the extent of unrealized assets, to the Tribunal forthwith: Provided further that such panel shall be maintained by the liquidator with the approval of the Tribunal. (2) Any person appointed as such shall disclose forthwith to the Tribunal in the Form No 14 any conflict of interest or lack of independence in respect of his appointment. (3) The Tribunal may, on cause shown to it, remove any member from the panel maintained by the Liquidator. 43. Exercise and control of Liquidator's powers and duties. (1) The Liquidator shall, in the administration of the assets of the LLP and the distribution thereof among its creditors, have regard to any directions which may be given by the resolution of the creditors or partners or the Committee of inspection. (2) Any directions given by the creditors or partners shall, in case of conflict, be deemed to be overridden by any directions given by the Committee of inspection. (3) The Liquidator- ( a ) may summon meetings of the creditors or partners, whenever he thinks fit, for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idator. (1) The Central Government shall take cognizance of the conduct of official liquidator as liquidators of LLPs which are being wound up by the Tribunal and if a liquidator does not faithfully perform his duties and duly observe all the requirements imposed on him by the Act and these rules or otherwise, with respect to the performance of his duties or if any complaint is made to the Central Government by any creditor or partner in regard thereto, the Central Government shall inquire into the matter and take such action thereon as it may think expedient. (2) The Central Government may at any time, for the purpose of inquiry apply to the Tribunal to examine such liquidator or any other person on oath concerning winding up. (3) The Central Government may also direct a local investigation to be made of the books and vouchers of such liquidators. 49. Inspection or investigation of books of accounts and records of the Liquidator. The Central Government may authorize any person to inspect or investigate the books of accounts and records of the Liquidator appointed from the panel maintained by the Central Government in respect of affairs of any such LLP under Liqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 52. Statement that a LLP is in liquidation. Where an LLP is being wound up, whether by the Tribunal or voluntarily, every invoice, order for goods or business letter issued by or on behalf of the LLP or a LLP Liquidator of the LLP, or a receiver or designated partner of the property of the LLP, being a document on or in which the name of the LLP appears, shall contain a statement that the LLP is being wound up. 53. Books and papers of LLP to be evidence. Where a LLP is being wound up, all books and papers of the LLP, LLP Liquidator and liquidator shall, as between the partners of the LLP, be prima facie evidence of the truth of all matters purporting to be recorded therein. 54. Inspection of books and papers by creditors and partners. (1) At any time after the making of an order for the winding up of a LLP by the Tribunal, any creditor or partner of the LLP may inspect the books and papers of the LLP only in accordance with, and subject to manner and conditions specified in Part VI. (2) Nothing in sub-rule (1) shall be taken as excluding or restricting any rights conferred by any law for the time being in force- ( a ) on the Central Government or a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... auditor such vouchers and information as the auditor may require: Provided that the accounts need not be got audited by the Chartered Accountant where the value of total transactions during the period is for rupees fifty thousand or less: Provided further that, where the audit of the accounts is not required under this rule, the statements of accounts shall contain a declaration that the LLP Liquidator or liquidator acknowledges his responsibility for maintaining the books and records and funds are utilized only for the purpose of winding up of the affairs of the LLP. Explanation;- 'Year' in relation to the statement means period from first day of April of a Year to the 31st day of March following year: (2) ( i ) A copy of the statement of accounts along with the auditor's report shall be filed with the Tribunal forthwith in the case of winding up by Tribunal. ( ii ) A copy of the statement of accounts along with the Auditor's report shall be filed with the Registrar in every kind of winding up in Form No 10 not later than 30th September following. (3) Any person stating himself in writing to be a creditor or partner of the LLP shall be enti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ney representing distributable sum payable to any creditor or creditors, he shall transfer, within five days of such money being due, in a separate special bank account known as the Distributable Sum Account of M/s . ________ LLP (in liquidation) . ( b ) any money representing assets refundable to any partner or partners, he shall transfer, within five days of such money being due, in a separate special bank account known as the Distributable Asset Account of M/s ___________ LLP (in liquidation) . (2) If the amounts which have been transferred to the Distributable Sum Account of M/s ___________ LLP (in liquidation) or Distributable Asset Account of M/s ___________ LLP (in liquidation) but have not been paid or claimed within six months from the date of transfer of such amount, the Liquidator or LLP Liquidator shall, within seven days from the date of expiry of the said period of six months, transfer the said amount into the Public Account of India in a separate account to be known as the LLP Liquidation Account . (3) The liquidator or the LLP liquidator, as the case may be, shall, on the dissolution of the LLP, pay into the LLP Liquidation Account any money repre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unt under this rule shall - ( a ) pay interest on the amount so retained at the rate of twelve per cent per annum and also pay such penalty as may be determined by the Tribunal: Provided that the Central Government may, in any proper case remit either in part or in whole the amount of interest which the liquidator is required to pay under this clause; ( b ) be liable to pay any expenses occasioned by reason of his default; and ( c ) where the winding up is by the Tribunal, also be liable to have all or such part of his remuneration, as the Tribunal may consider just, to be disallowed, and to be removed from his office by the Tribunal. 61. Meetings to ascertain wishes of creditors or partners. (1) In all matters relating to the winding up of a LLP, the Tribunal may- ( a ) have regard to the wishes of creditors or partners of the LLP, as proved to it by any sufficient evidence; ( b ) direct, if it thinks fit for the purpose of ascertaining their wishes, meetings of the creditors or partners to be called, held and conducted in such manner as the Tribunal may direct; and ( c ) appoint a person to act as chairman of any such meeting and to report th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bunals, judges, justices, commissioners and persons acting judicially in India shall take judicial notice of the seal, stamp or signature, as the case may be, of any such court, tribunal, judge, commissioner, person, diplomatic or consular officer, attached, appended or subscribed to any such affidavit or to any other document to be used for the purposes of these rules. 64. Tribunal to declare dissolution of LLP void. (1) Where an LLP has been dissolved, whether in pursuance of these rules or otherwise, the Tribunal may at any time within two years of the date of the dissolution, on application by the LLP Liquidator or Liquidator of the LLP or by any other person who appears to the Tribunal to be interested, make an order, upon such terms as the Tribunal thinks fit, declaring the dissolution to be void, and thereupon such proceedings may be taken as if the LLP had not been dissolved. (2) It shall be the duty of the person on whose application the order was made, within thirty days after the making of the order, to file a certified copy of the order with the Registrar in Form No. 11 who shall register the same. Explanation.- In computing the period of thirty days fro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titched together. Numbers and dates shall be expressed in figures, and where dates given are not according to the English Calendar, the corresponding English dates shall also be given. (2) Every proceeding shall be consecutively numbered, dated and shall be instituted in the matter of a Limited Liability Partnership (LLP) or Limited Liability Partnerships (LLPs) to which it relates. The contents shall be divided into separate paragraphs, which shall be numbered serially. The general heading in all proceedings before the Tribunal, and in all advertisements and notices, shall be in Form No. 16 . (3) Sitting hours of Tribunal shall ordinarily be from 10.30 AM to 1.30 PM and from 2.30 PM to 4.30 PM on all working days except Saturday, Sunday and other public holidays subject to any general or special order made by the Chairperson or President. (4) Fees on applications or petitions shall be as specified in Annexure. 70. Language of proceedings Every petition, application, affidavit or other proceedings shall be in English or Hindi and except in so far as the Tribunal may otherwise order, no document in other language shall be accepted for use in any proceedings, unless ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LP; ( iii ) number of main proceeding, if any, to which the application relates; ( iv ) name of parties, their Advocates; etc. ( v ) provision of law, if any, under which the application is made; ( vi ) nature of relief sought; ( vii ) date and nature of order made; ( viii ) date of filing of appeal, if any; ( ix ) date of disposal of appeal; and ( x ) result of Judgment in appeal. (3) In the Liquidations Register, there shall be entered under a separate heading for each LLP ordered to be wound-up in the form specified in these rules briefly and in chronological order, all proceedings in winding-up until conclusion of the winding-up. (4) In the LLP Documents Register there shall be entered under a separate heading for each LLP any valuable securities, such as, negotiable instruments, documents of title and the like that may be filed in proceedings before the Tribunal as prescribed in the form. (5) Appearance of the person appearing before the Tribunal shall be indicated in the order sheet. 77. Serial number of proceedings. (1) Every petition or application shall bear its distinctive serial number, and an interlocutory application shall bea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s including transferred applications; ( ii ) to decide all questions arising out of the scrutiny of the petitions and applications before they are registered; ( iii ) to decline to accept any document which is presented otherwise than in accordance with these rules ( iv ) to require any petition or application presented to the Tribunal to be amended in accordance with the Act; ( v ) subject to the directions of Tribunal to fix the date of first hearing of the petition or application or other proceedings and issue notices thereof; ( vi ) to direct any formal amendment of records; ( vii ) to order grant of copies of documents to the parties to the proceedings; ( viii ) to grant leave to inspect the records of the Tribunal; ( ix ) to dispose of matters relating to the service of notices; ( x ) to receive application within thirty days from the date of death for substitution of authorized representatives of the deceased parties during the pendency of the petition or application; ( xi ) to receive and dispose of application for substitution, except where the substitution would involve setting aside an order of abatement; ( xii ) to receive and dispose ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ther person, as the Member may direct, in person or by prepaid registered or speed post or through empanelled courier agency or upon his representative or advocate or pleader where he appears by an advocate or representative or pleader, or in such other manner as the Member may direct. (3) Unless otherwise provided by these rules or by an order of the Tribunal, a summons, which is an interlocutory application in a proceeding, shall be served not less than three clear days before the day named in the summons for the hearing thereof, and where the summons is other than interlocutory, it shall be served not less than ten days before the date fixed for the hearing thereof. 83. Issue of summons. Every summons, together with duplicates of the same for service thereof, shall be prepared by the applicant or his advocate or representative or pleader and issued from the office of the Registrar of the Tribunal. 84. Affidavit verifying petition. Every petition shall be verified by an affidavit made by the petitioner or by one of the petitioners, where there are more than one, and in the case the petition is presented by a body corporate, by a director, secretary or manager o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unal may direct and unless otherwise ordered, a copy of the petition shall be served along with the notice of the petition. 90. Notice of petition and time of service. Notice of every petition required to be served upon any person shall be in Form No.21 and shall, unless otherwise ordered by Tribunal or otherwise provided, be served not less than seven days before the date of hearing. 91. Service on LLP. (1) Where a petition is presented against a LLP, it shall be accompanied by a notice of the petition in the form prescribed under these rules together with a copy of the petition for service on the LLP and an envelope addressed to the LLP at its registered office or its principal place of business and sufficiently stamped for being sent by registered post for acknowledgement or through empanelled courier agency. (2) The Registrar of Tribunal shall immediately on the admission of the petition send the notice together with the copy of the petition to the LLP by registered post or through courier. (3) Every petition, and, save as otherwise provided or by an order of Tribunal, every application, shall unless presented by the LLP, be served on the LLP at its regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... prepaid registered post for acknowledgement due addressed to the last known address of such person or through process server by affixing at the last known address. In the case of service by registered post where no acknowledgement signed by the addressee or his duly authorized agent is received, orders of Tribunal shall be obtained as to the sufficiency of service or as to the further steps to be taken for service as the Tribunal may direct: Provided that where a notice, summons or other document has to be served on any class of persons such as partners, creditors and the like, the same may be sent by prepaid registered post or by ordinary post by prepaid letter post under certificate of posting or registered post, as may be provided by these rules or by an order of Tribunal, and unless otherwise ordered by the Tribunal, the service shall be deemed to be effected at the time when the said notice, summons or other document ought to be delivered in the ordinary course of post by the post office, notwithstanding the same is returned undelivered by the post office. (2) Where notice of any petition, application, summons or other proceedings has to be given to the Central Govern ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with this rule shall not, except with the leave of the Member, be allowed to appear at the hearing of the petition. 98. List of persons, intending to appear, to be filed. The petitioner or his advocate or authorized representative or pleader shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the petition and such list shall be in Form No. 25 , and shall be filed in Tribunal before the hearing of the petition. 99. Procedure at hearing of petition. (1) At the hearing of the petition, the Member may either dispose of the petition finally, or give such directions as may be deemed necessary for the filing of counter-affidavit and reply affidavits, if any, and for service of notice on any person who, in his opinion has been omitted to be served or has not been properly served with the notice of the petition and may adjourn the petition to enable the parties to comply with his directions. (2) All adjournments and postings will be subject to time schedule prescribed under the Act or the rules and except as otherwise ordered by the Member, it shall not be necessary to give notice of the adj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has been granted, or, where the leave has been granted subject to any conditions precedent to the admission of the petition, unless such conditions have been satisfied. 104. Copy of petition to be furnished. Every partner or creditor of the LLP shall be entitled to be furnished by the petitioner or by his advocate or pleader or authorized representative with a copy of the petition within 24 hours on payment of the charges as specified in Annexure. 105. Advertisement of petition. Subject to any directions of the Tribunal, the petition shall be advertised within the time and in the manner provided in rule 87. The advertisement shall be in Form No 29. 106. Application for leave to withdraw petition. (1) A petition for winding-up shall not be withdrawn after presentation without the leave of the Tribunal. (2) An application for leave to withdraw a petition for winding-up which has been advertised in accordance with the provisions of rule 87 shall not be heard at any time before the date fixed in the advertisement for the hearing of the petition. 107. Substitution of creditor or partner for original petitioner. Where a petitioner- ( a ) is not en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies of the affidavit shall also be given to any creditor or partner appearing in support of the petition who may require the same, on payment of the prescribed charges. 110. Affidavit in reply. Subject to rule 28, an affidavit intended to be used in reply to the affidavit filed in opposition to the petition shall be filed not less than two days before the day fixed for the hearing of the petition, and a copy of the affidavit in reply shall be served on the day of the filing thereof on the person by whom the affidavit in opposition was filed or his advocate or pleader or authorized representative. Provisional Liquidator 111. Appointment of Provisional Liquidator. (1) After the admission of a petition for the winding-up of a LLP by the Tribunal, upon the application of a creditor, or a partner, or of the LLP, and upon proof by affidavit of sufficient ground for the appointment of a Provisional Liquidator, subject to rules 27 and 28, the Tribunal, if it thinks fit, and upon such terms as in the opinion of the Tribunal shall be just and necessary, may appoint the Liquidator to be Provisional Liquidator of the LLP pending final orders on the winding-up petition. (2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of duly sealed shall be sent to the Liquidator. The order shall be in Form No 33 with such variations as may be necessary. (2) Except where the LLP is the petitioner, the Liquidator shall cause a sealed copy of the order to be served upon the LLP by pre-paid registered post or by empanelled courier agency addressed at its registered office (if any), or, if there is no registered office, at its principal or last known principal place of business, or upon such other person or persons or in such manner as the Tribunal may direct. 117. Summons for directions to be taken out by the Liquidator (1) On receipt of the winding up order, liquidator shall make out a report for direction with regard to the performance by the liquidator of all or any of the duties under rule 41 or any other matter requiring directions of the Tribunal. (2) The Tribunal after hearing the liquidator may give such directions as it thinks fit in regard to various matters including fixing the time-limits before which the various matters shall be completed by the liquidator subject to time-limits specified under these rules. 118. Directions on making the winding-up order. At the time of making ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... High Court or Supreme Court) or any tribunal shall be made upon the notice to the Liquidator and to the parties to the suit or proceeding sought to be transferred. 123. Notice to submit statement. A notice by the Liquidator requiring any of the persons mentioned in rule 28 to submit and verify a statement of affairs of the LLP shall be in Form No. 35 and may be served by the Liquidator forthwith after the order for winding up or the order appointing the Liquidator as Provisional Liquidator is made. 124. Application by Liquidator appointed by Tribunal (1) The Liquidator may, if required, apply to the Tribunal for an order directing any person, who, in his opinion, is liable to furnish a statement of affairs under rule 28, to prepare and submit such a statement or concur in making the same and notice of the application shall be served on the person against whom the order is sought. (2) Where the Tribunal makes the order, such order shall be in Form No. 36 with such variations as may be necessary. 125. Preparation of statement of affairs. Any person who under rule 28 is required to submit and verify a statement as to the affairs of the LLP shall prepare ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ay think fit. 131. LLP Liquidator in voluntary winding-up to submit statement. (1) Where before the making of the winding up order the LLP was being wound-up voluntarily, the Liquidator may require any LLP liquidator or liquidators in such winding up to furnish him, not later than fourteen days of his making the requisition, or such other time as he may fix, a statement as to the manner in which the winding up was conducted, how the assets of the LLP were dealt with, and the position of the liquidation on the date of the order for winding up by the Tribunal; and on the requisition being made, it shall be the duty of the LLP liquidator or liquidators so required to furnish the statement within the time limit. (2) Where the LLP liquidator or liquidators fails to furnish the statement as required under sub-rule (1), the Liquidator may apply to the Tribunal for such directions as may be necessary. 132. Report by Liquidator. The report to be submitted by the Liquidator under rule 34 shall be in Form No. 40 with such variations as may be necessary and shall contain the information as specified in rule 34. 133. Inspection of statement and report. Every credito ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons as it shall think fit in regard to the said matters. SETTLEMENT OF LIST OF CREDITORS 137. Fixing a date for proving debts. Subject to the provisions of the Act and rules made thereunder and in a winding up by the Tribunal, subject to the directions of the Tribunal, the Liquidator in a winding up by the Tribunal shall, and the LLP Liquidator in voluntary winding up may, fix a certain day, which shall be not less than fourteen days from the date of the notice to be given under the rule 138, on or before which the creditors of the LLP are to prove their debts or claims and to establish any title for they may have to priority under preferential payments, or to be excluded from the benefit of any distribution made before such debts or claims are proved, or, as the case may be, from objecting to such distribution. 138. Notice to creditors. (1) The liquidator shall give not less than fourteen days' notice of the date so fixed by advertisement in one issue of a daily newspaper in the English language and one issue of a daily newspaper in the regional language circulating in the State or Union territory concerned, as he considers suitable. (2) The advertiseme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and shall state whether the creditor is a secured creditor, or a preferential creditor, and if so, shall set out the particulars of the security or of the preferential claims and the affidavit shall be in Form No. 44 142. Workmen's wages. In case where there are numerous claims for wages or accrued holiday remuneration by workmen and others employed by the LLP, it shall be sufficient if one proof in Form No.45 for all such claims are made by any one of the workman on behalf of all such workmen. Such proof shall have a schedule annexed thereto setting forth the names of the workmen and others and the amounts severally due to them. Any proof made in compliance with this rule shall have the same effect as if separate proofs had been made by each of the said workmen 143. Value of debts. The value of all debts and claims against the LLP shall, as far as possible, be estimated according to the value thereof at the date of the order of the winding up of the LLP or at the date of passing of such resolution, where before the presentation of the petition for winding up, a resolution has been passed by the LLP for voluntary winding up. 144. Interest. On any de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equired to attend or to produce further evidence and send a notice to such creditor in Form No. 46 by a registered post or through empanelled courier agency or other mode specified in rule 15 of Limited Liability Partnership Rules, 2009, so as to reach him not later than seven days before the date fixed. 148. Liquidator's right to summon any person in connection with the investigation. (1) The Liquidator in a winding up by the Tribunal may summon any person whom he may deem capable of giving information in respect of the debts to be proved in liquidation and may require such person to produce any documents in his custody or control relating to such debts and shall tender, with the summons such sum as appears to the Liquidator sufficient to defray the traveling and other expenses of the person summoned for one day's attendance. (2) Where the person summoned under sub-rule (1) fails without lawful excuse to attend or produce any documents in compliance with the summons or avoids or evades service, the Liquidator may apply to the Tribunal for such orders as may be deemed fit for the attendance of such person and the production before him of such documents as may b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the appeal shall be given to such creditor or partner. 154. Liquidator not to be personally liable for costs. The Liquidator shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part. 155. Proofs and list of creditors to be filed in Tribunal. (1) In a winding up by the Tribunal, the Liquidator shall, within two months from the last date fixed for proving the debts, file in Tribunal a certificate in Form No.49 containing a list of the creditors who submitted proofs of their claims in pursuance of the advertisement and the notices referred to in rule 138, the amounts of debt for which they claimed to be creditors, distinguishing in such list the proofs admitted wholly, the proofs admitted or rejected in part and the proofs wholly rejected. (2) The proofs, with the memorandum of admission or rejection of the same in whole or in part, as the case may be, endorsed thereon, shall be filed in Tribunal along with the certificate. 156. List of creditors not to be varied. The list as certified by the Liquidator and filed in Tribunal shall be the list of the creditors of the LLP, and shall no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Form No 50. 161. Notice to be given of date of settlement of list. (1) Upon the filing of the provisional list under rule 160, the Liquidator shall, fix a date not later than one month from the date of the filing of the provisional list for the settlement of the list before him, and shall give notice thereof to every person included in such list, stating in such notice amount of contribution and such notice shall be in Form No.51 and shall be sent by letter post under certificate of posting or registered post or any other mode specified in rule 15 of the Limited Liability Partnership Rules, 2009, to every person included in the list at the address mentioned therein so as to reach him in the ordinary course of post not later than fourteen days before the date fixed for the settlement. 162. Settlement of the list. On the date fixed for the settlement of the list, the Liquidator shall hear any person who objects to being settled as a partner or to being settled as a partner in such character or for such amount of contribution mentioned in the provisional list, and after such hearing, shall finally settle the list and the list when so settled shall be the list of par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in Form No. 54 . 167. Liquidator not to be personally liable for costs. The Liquidator shall not in any case be personally liable to pay any costs of, or in relation to, an application to set aside or vary his act or decision settling the name of a person on the list of partners of a LLP. MEETINGS OF CREDITORS OR PARTNERS IN A WINDING UP BY TRIBUNAL AND OF CREDITORS IN A VOLUNTARY WINDING UP 168. 'Tribunal meetings', 'Liquidator's meetings' and 'Voluntary Liquidation meetings'. (1) In addition to the meeting of creditors or partners which may be directed to be held by the Tribunal under rule 61, hereinafter referred to as 'Tribunal meetings' of creditors or partners, the Liquidator may, in a winding up by the Tribunal, as and when he thinks fit, summon and hold meetings of the creditors or partners, hereinafter referred to as 'Liquidator's meetings' of creditors or partners, for the purpose of ascertaining their wishes in all matters relating to the winding up and such meetings shall be summoned, held and conducted in the manner provided by these rules and subject to the control of the Tribunal. (2) In a volun ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e notice to each partner shall be sent to the address mentioned in the books of the LLP or Statement of Affairs as the address of such partner or to such other address as may be known to the person summoning the meeting. (3) In the case of meetings to fill vacancy in office of LLP liquidator, the continuing LLP liquidator, or if there is no continuing LLP liquidator, as the case may be, any creditor may summon the meeting. (4) The notices shall be in such of the Form Nos. 55, 55A, 55B, 55C and 55D as may be appropriate. (5) This rule shall not apply to meeting of partners under rule 5 and of creditors, under rule 8 and final meeting for dissolution. 171. Place and time of meeting. Every meeting shall be held at such place and time as the person convening the same considers most convenient for the majority of the creditors or partners or both. Different times or places or both may, if thought fit, be appointed for the meetings of creditors and the meetings of partners. 172. Notice of first or other meeting to the officers of LLP. (1) In a winding up by the Tribunal, the Liquidator shall also give to each of the officers of the LLP, who in his opinion ought ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... partner above the first 100 creditors or partners and the sum so deposited shall be repaid to the person depositing the same out of the assets of the LLP, if the Tribunal shall by order, or if the creditors shall by resolution in voluntary winding up, so direct. (2) This rule shall not apply to meetings to be summoned by the Liquidator under rule 43 or a meeting summoned at the instance of a creditor for filling the vacancy of the LLP liquidator occurs by death, resignation or otherwise. 175. Chairman of meeting. Where a meeting is summoned by the LLP liquidator or the liquidator, the LLP liquidator or the liquidator or some person nominated by him, shall be the Chairman of the meeting. The nomination shall be in Form No. 58. At every other meeting of creditors or partners, not being Tribunal meetings of creditors and partners, the Chairman shall be such person as the meeting by resolution shall appoint and this procedure shall not apply to meetings of partners under rule 5 and of creditors under rule 8. 176. Resolution at creditors' meeting. At a meeting of creditors, a resolution shall be deemed to be passed, when a majority in value of the creditors pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... day, or time or place as the chairman may appoint, but the day appointed shall be not less than seven or more than fourteen days from the day from which the meeting was adjourned and if at such adjourned meeting, a quorum be not present, two creditors or partners present in person shall form a quorum and may transact the business for which the meeting was convened. 183. When creditor can vote. In the case of a meeting of creditor or any adjournment thereof a person shall not be entitled to vote as a creditor unless he has duly lodged with the Liquidator not later than the time mentioned for that purpose in the notice convening the meeting, a proof of the debt which he claims to be due to him from the LLP. In the case of other meetings of creditors a person shall not be entitled to vote as a creditor unless he has lodged with the Liquidator a proof of the debt which he claims to be due to him from the LLP and such proof has been admitted wholly or in part before the date on which the meeting is held: Provided that this rule shall not apply to any creditors or class of creditors who by virtue of these rules or any directions given thereunder are not required to prove th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it a creditor to correct his valuation before being required to give up the security, upon such terms as to costs as the Tribunal may consider just. 187. The procedure for voting by the creditors specified in rules 183 to 186 shall not apply to a Tribunal meeting of creditors. 188. Admission or rejection of proofs for purposes of voting. The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the Tribunal. If he is in doubt whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained. 189. Report of Tribunal meetings. Where a meeting is summoned under the direction of the Tribunal, the Chairman shall, within the time fixed by the Tribunal, or if no time is fixed, within seven days of the conclusion of the meeting, report the result thereof to the Tribunal and such report shall be in Form No. 59. 190. Minutes of proceedings. (1) The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in the book and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ither under a general or special proxy, shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the assets of the LLP otherwise than as a creditor ratably with the other creditors of the LLP. 198. Minor not to be appointed proxy. No person shall be appointed as a general or special proxy who is a minor. 199. Filling in proxy where creditor or partner is blind or incapable. The proxy of a creditor or a partner, who is blind or incapable of writing, may be accepted if such creditor or partner has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address: Provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the creditor or partner before he attached his signature or mark. 200. Proxy of person not acquainted with English. The proxy of a creditor or partner who does not know English may be accepted if it is execute ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 203. Powers of Liquidator. The duties imposed on the Tribunal with regard to the collection of the assets of the LLP and the application of the assets in discharge of the LLP's liabilities shall be discharged by the Liquidator as an officer of the Tribunal subject to the control of the Tribunal. 204. Liquidator to be in the position of a receiver. For the discharge by the Liquidator of the duties under rule 41 and exercise of the powers under rule 203, the Liquidator shall, for the purpose of acquiring and retaining possession of the property of the LLP, be in the same position as if he were a Receiver of the property appointed by the Tribunal, and the Tribunal may on his application enforce such acquisition or retention accordingly. 205. LLP's property to be surrendered to Liquidator on requisition. Any partner for the time being on the list of partners, trustee, receiver, banker or agent or officer of a LLP which is being wound-up under order of the Tribunal, shall on notice from the Liquidator and within such time as he shall by notice require, pay, deliver, convey, surrender or transfer to or into the hands of the Liquidator any money; property o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rior to the date fixed for the hearing of the application. EXAMINATION OF PERSON SUSPECTED OF HAVING PROPERTY OF LLP ETC AND EXAMINATION OF PARTNERS,DESIGNATED PARTNERS, OFFICERS ETC IN CONNECTION WITH THE FRUAD ETC . 210. Application for examination of persons suspected of having property, etc. (1) An application for the examination of any officer of the LLP or person known or suspected to have in his possession any property or books or papers of the LLP or known or suspected to be indebted to the LLP or any person whom the Tribunals deem capable of giving information concerning the formation, trade, dealings, property, book or papers or affairs of the LLP may be made ex parte , provided that where the application is made by any person other than the Liquidator, notice of the application shall be given to the Liquidator. (2) The summons shall be in Form No.67 and, where the application is by the Liquidator, it shall be accompanied by a statement signed by him setting forth the facts on which the application is based. Where the application is made by a person other than the Liquidator, the summons shall be supported by an affidavit of the applicant setting forth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re-examine the witness: Provided that the Tribunal may permit, if it thinks fit, any creditor or partner to attend the examination subject to such conditions as it may impose. (4) Notes of the examination may be permitted to be taken by the witness or any person on his behalf on his giving an undertaking to the Tribunal that such notes shall be used only for the purpose of the re-examination of the witness. On the conclusion of the examination, the notes shall, unless otherwise directed, be handed over to the Tribunal for destruction. 215. Notes of the deposition. (1) The notice of the deposition of a person examined shall be signed by such person and shall be lodged in the office of the Registrar of Tribunal. But the notes shall not be open to the inspection of any creditor, partner or other person, except the Liquidator, nor shall a copy thereof or extract therefrom be supplied to any person other than the Liquidator, save upon orders of Tribunal. (2) The Tribunal may from time to time give such general or special directions as it shall think expedient as to the custody any inspection of such notes and the furnishing of copies thereof of extracts therefrom. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of such officer any question which he may put or allow to be put, such officer shall report such refusal to the Member and upon such report being made, the person in default shall be dealt with in the same manner as if he had made default in answering before the Member. (2) The report shall be in writing and shall set forth the question or questions put and the answer or answers given (if any) by the person examined, and the officer shall notify the person examined of the date when he should attend before the Member. The report shall be in Form No.73 and upon receiving the report, the Member may take such action thereon as he shall think fit. 220. Notes of Examination. The notes of every public examination shall, after being signed, form part of the records of winding up and the Liquidator, the person examined and any creditor or partner of the LLP, shall be entitled to obtain a copy thereof from the Tribunal on payment of the prescribed charges. 221. Shorthand notes of examination under above rules (1) In respect of any examination, the Tribunal may order that the evidence be taken down in shorthand. Where such order is made, the Member or the officer bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as may be necessary. 226. Directions at preliminary hearing of summons. On the return of the summons, the Tribunal may give such directions as it shall think fit as to whether points of claim and defense are to be delivered, as to the taking of evidence wholly or in part by affidavit or orally, as to the cross-examination, before the Member on the hearing, either in Tribunal or in Chamber, of any deponents to affidavits in support of or in opposition to the application, as to any report it may require the Liquidator to make, and generally as to the procedure on the summons for the hearing thereof. Points of claim to be delivered shall be in Form No.75 or 75A , with such variations as may be necessary. 227. Application for further directions. Where the Tribunal has directed that points of claim and defense shall be delivered, it shall be open to either party who wishes to apply for any further direction as to any interlocutory matter, to apply, by restoration, of the summons, before the summons has been set down for trial, for such direction, upon giving two clear days' notice in writing to the other party stating the grounds of the application and a copy of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal. (1) Every disclaimer shall be filed in Tribunal by the Liquidator and shall not be operative until it is so filed. Where the disclaimer is in respect of a leasehold interest, it shall be filed in Tribunal forthwith. Notice of the filing of the disclaimer shall be given to the persons interested in the property. (2) The disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom notice of the disclaimer has been given and a disclaimer shall be in Form No.79 , and a notice of disclaimer in Form No.80. (3) Where a disclaimer has been filed in Tribunal, the Liquidator shall file a copy thereof with the Registrar. 234. Vesting of disclaimed property. Where the disclaimed property is a leasehold interest and an application is made by any person who either claims any interest in any disclaimed property or is under any liability not discharged by the Act in respect of any disclaimed property, and after hearing any such persons as it thinks fit, make an order for the vesting of the property in, or the delivery of the property to, any person entitled thereto or to whom it may seem just that the property should be delivere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Any person injured by the operation of a disclaimer under this rule shall be deemed to be a creditor of the LLP to the amount of the compensation or damages payable in respect of the injury, and may accordingly prove the amount as a debt in the winding up. (4) An order requiring parties interested in a disclaimed lease to apply for a vesting order or to be excluded from all interest in the lease shall be in Form No.81 , and an order vesting lease and excluding persons who have not elected to apply, shall be in Form No.81A. COMPROMISE OR ABANDONMENT OF CLAIMS 235. No claim to be compromised or abandoned without sanction of Tribunal. In a winding up, no claim by the LLP against any person shall be compromised or abandoned by the Liquidator without the sanction of the Tribunal upon notice to such person as the Tribunal may direct. 236. Application for sanction of compromise. Every application for sanction of a compromise or arrangement with any person shall be accompanied by a copy of the proposed compromise or arrangement and shall be supported by an affidavit of the Liquidator stating that for the reasons set out in the affidavit he is satisfied that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the payment thereof and unless otherwise directed by the Member, such notice shall be given by advertisement in such newspapers as the Member shall direct and by sending by prepaid letter post under certificate of posting a notice to every person whose name appears in the list of creditors as on such date. The advertisement shall be in Form No.82 and the notice to creditor in Form No.83 . 242. Form of authority to pay distributable sum. A person to whom distributable sum is payable may lodge with the Liquidator an authority in writing to pay such distributable sum to another person named therein. Such authority shall be in Form No. 84. 243. Transmission of distributable sums by post. Distributable sum may, at the request and risks of the persons to whom they are payable, be transmitted to him by registered post or any other mode as approved by the Tribunal, by cheques or Demand Drafts or any other manner as may be appropriate or as approved by the Tribunal within forty five days from the date of filing the list of creditors before the Tribunal. 244. Form of order directing return of Assets. (1) Every order by which the Liquidator is authorized to m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e directions. 247. Dissolution of the LLP. Upon the hearing of the application, the Tribunal may, after hearing the Liquidator and any other person to whom notice may have been ordered by the Tribunal, upon perusing the account as audited, make such orders as it may think fit to the dissolution of the LLP, the application, subject to the provisions of the Act, of the balance in the hands of the Liquidator or the payment thereof into the LLPs Liquidation Account in the public account of India and the disposal of the books and papers of the LLP and of the Liquidator. 248. Liquidator to pay the balance into public account. (1) Upon an order for dissolution being made, the Liquidator shall forthwith pay into the LLPs Liquidation Account in the public account of India any unclaimed or unpaid distributable sum payable to creditors or undistributed or unpaid assets refundable to partners in his hands on the date of the order of dissolution, and such other balance in his hands as he has been directed by the Tribunal to deposit into the LLPs Liquidation Account. (2) A copy of the order of dissolution shall, within thirty days from the date thereof, be forwarded by the Liq ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m No. 87H; ( j ) Tenants Ledger in Form No. 87-I; ( k ) Suits Register in Form No. 87J; ( l ) Decree Register in Form No. 87K; ( m ) Sales Register in Form No. 87L; ( n ) Register of Claims and Distributable sums in Form No. 87M; (o) partners Register/ Ledger in Form No. 87N; ( p ) Distributable sums Paid Register in Form No. 87-O; ( q ) Commission Register in Form No. 87P; ( r ) Suspense Register in Form No. 87Q; ( s ) Documents Register in Form No. 87R; ( t ) Books Register in Form No. 87S; ( u ) Register of unclaimed distributable sums and undistributed assets, deposited into the LLPs liquidation account in Form No. 87T; ( v ) A Record Book for each LLP in which shall be entered all minutes of proceedings and the resolutions passed at any meeting of the creditors or partners or of the Committee of Inspection, the substance of all orders passed by the Tribunal in the liquidation proceedings, and all such matters other than matters of account as may be necessary to furnish a correct view of the administration of the LLP's affairs; and ( w ) any other register as may be prescribed by the Tribunal or the Central Government ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt in his Official name, all moneys received by him as the Liquidator of any LLP, and the realizations of each day shall be paid into the Bank without deduction not later than the next working day of the Bank, provided that the remittance of money into the Bank may be deferred until the realizations exceed rupees one thousand. All payments out of the account by the Liquidator above rupees one thousand shall ordinarily be made by cheques drawn against the said account: Provided that in the case of liquidator appointed from the panel, the Tribunal may direct maintaining and operating the bank account in any other manner. (2) The Liquidator shall maintain a bank remittance challan book in counterfoil, the leaves of which shall be serially numbered in which the acknowledgement of the Bank shall be obtained for all moneys (whether in cash or cheques) deposited into the Bank to the credit of the account mentioned in clause (1) above and the Form of the challan book shall be settled by the Liquidator in consultation with the bank. 253. Bills, cheques and securities to be deposited into bank. All bills, cheques, hundies notes and other securities of a like nature payable to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iquidator or is appointed as Liquidator in terms of rule 29, there shall be paid into the public account of India in the designated bank to the credit of the Central Government, from out of the assets of the LLP in liquidation (or by the petitioner as provided in clause (a) below) such amount as laid down in clause (b) on or before 30th October the commission due for the preceding period ended 31st March. (2) In the cases where Liquidator is appointed in terms of rule 29, the remuneration of the Liquidator shall be approved by the Tribunal subject to a maximum remuneration of 5% of the value of the debt recovered and realization by sale of assets. The fees shall be determined in accordance with the following provisions:- ( a ) where the Official Liquidator acts as a Provisional Liquidator only, such fee as the Tribunal may consider reasonable, to be paid out of the assets of the LLP or by the petitioner as the Tribunal may direct, in respect of the services of the Liquidator as Provisional Liquidator; ( b ) where a winding up order is made and the official Liquidator acts as liquidator of a LLP, - ( i ) upon the total assets, including unrealized or unrecovered cont ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ribunal has sanctioned the reconstruction of the LLP under liquidation or a scheme of arrangement of its affairs, or where for any reason the Tribunal is of the opinion that the fees prescribed above would be insufficient. Such fee may be made as the Tribunal thinks fit. (2) In every winding up where Liquidator has been appointed under any other rule, the remuneration of the Liquidator shall be approved by the Tribunal subject to a maximum remuneration of five per cent of the value of the debt recovered and realization by sale of assets. 257. Where the LLP has no available assets. Where a LLP against which a winding up order has been made has no available assets, the Liquidator may, with the leave of the Tribunal, incur any necessary expenses in connection with the winding up out of any permanent advance or other fund provided by the Central Government or the Tribunal, and the expenses so incurred shall be recouped out of the assets of the LLP in priority to the debts of the LLP: Provided that where any money has been advanced to the Liquidator by the petitioning or other creditor or partner for meeting any preliminary expenses in connection with the winding-up, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respect of any distributable sums or interest received on the securities or investments and credit the same when realised to the appropriate account. FILING, AUDIT AND INSPECTION OF THE LIQUIDATOR'S ACCOUNT 263. Yearly Accounts to be filled. (1) Unless otherwise ordered by the Tribunal the liquidator shall prepare, every year, a statement of accounts as on the 31st March within two months from the 31st March and file such accounts with the Registrar not later than 30th September following. (2) The final accounts of the liquidator shall be filed with the Tribunal and the Registrar as soon as the affairs of the LLP have been fully wound up, irrespective of the period prescribed above. Explanation;- Year in relation to the statement means period from first day of April of the year to the 31st day of March following year. 264. Form of accounts. The Account shall be in Form No. 15 and shall be verified by a declaration. The final account shall be in Form No. 89. 265. Nil Account Where the liquidator has not, during the period of account, received or paid any sum of money on account of the assets of the LLP, he shall file an affidavit of no r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 77; 25,000/- for the audit of account of a LLP for one year subject to variation of 25% of the aforesaid fee at the discretion of the Member or Tribunal for reasons to be recorded in writing. 269. Inspection of the account and certificate of audit. Any creditor or partner shall be entitled to inspect the accounts and the auditor's certificate in the office of the Tribunal on payment of a fee as specified in Annexure, and to obtain a copy thereof on payment of the specified charges. 270. Account and auditor's report to be placed before Member. Upon the audit of the account, the Registrar of Tribunal shall place the statement of account and the auditor's certificate before the Member for his consideration and orders. 271. Assistance for the Liquidator. The Liquidator may, appoint one or more practicing Chartered Accountants or practicing Company Secretaries or practicing Cost Accountants or legal practitioners entitled to appear before the Tribunal or such other professionals or experts or valuer or agency as he considers necessary to assist him in the performance of his duties and functions under the Act or the rules, in accordance with the rule 4 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Central Government for further inquiry and the Central Government shall thereupon investigate the matter and may, if it thinks it expedient, apply to the Tribunal for an order conferring on any person designated by the Central Government for the purpose, with respect to the LLP concerned, all such powers of investigating the affairs of the LLP as are provided by this Act in the case of a winding up by the Tribunal. VOLUNTARY WINDING UP AND WINDING UP SUBJECT TO SUPERVISION 275. Applicability of rules. (1) Where an application is made to the Tribunal in pursuance of the provisions relating to the voluntary winding up of a LLP, whether or not an order shall have been made that the voluntary winding up shall continue, the proceedings contained in these rules, so far as may be, shall be applied to the subject- matter and mode of such application in a voluntary winding up. (2) Save as aforesaid, Rules which from their nature and subject-matter, or by the headlines above the group in which they are contained or by their terms are made applicable only to proceedings in a winding-up by the Tribunal or only to such proceedings and to proceedings in a creditors' v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , or give up any part of such remuneration to any such person. 281. Restriction on purchase of goods by LLP liquidator. Where the LLP liquidator carries on the business of the LLP, he shall not, without the express sanction of the Tribunal, purchase goods for the carrying on of such business from any person whose connection with him is of such a nature as would result in his obtaining directly or indirectly any benefit out of the transaction. Where the LLP liquidator applies for sanction, he shall disclose in his application the nature of his interest in the transaction, and the cost of obtaining sanction of Tribunal shall be borne by the LLP liquidator personally. 282. Office of LLP liquidator vacated by his insolvency. An LLP liquidator against whom an order of adjudication is made, shall thereby vacate his office, and for the purpose of the application of the Act and the rules, he shall be deemed to have been removed. 283. Resignation of LLP liquidator. (1) An LLP liquidator who desires to resign his office shall summon separate meetings of the partners and creditors, if any, of the LLP to decide whether or not his resignation shall be accepted. If the pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the winding up and all such matters other than matters of account as may be necessary to furnish a correct view of the administration of the LLP's affairs. He shall also keep a book showing the dates at which all notices to creditors and partners were sent out and posted. The person who dispatched the notices shall initial the entries in the book relating thereto. (4) The accounts of the liquidator shall be open to the inspection of every creditor or partner during office hours upon payment of a fee of ₹ 10 for every hour of inspection or part thereof. 286. Banking account of the LLP liquidator. (1) The liquidator shall open a account of the liquidator called the Liquidation Account of .. LLP in a Scheduled Bank, into which he shall pay all money received by him as liquidator, and the realization of each day shall be paid into the said account without deduction not later than the next working day of the Bank, provided that the remittance of moneys into the Bank may be deferred until the realization exceeds ₹ 1000. The money needed for meeting the expenses of liquidation or for making any payments by the liquidator in cash shall be drawn from the Ba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... herwise orders, the costs of such application shall be borne by the liquidator personally. (3) The statements shall be in Form No. 15 (with such variations as may be necessary in the case of the final account) and shall be prepared in accordance with the instructions contained in the Form and verified by an affidavit. (4) Where the liquidator has not, during any period for which the statement has to be filed, received or paid any money on account of the LLP, he shall, at the period when he is required to file his statement, file with the Registrar the prescribed statement in the above Form No. 15, containing the particulars therein required with respect to the proceedings in and the position of the liquidation together with an affidavit of no receipt or payments. (5) Every statement shall be filed in duplicate with the Registrar, and, in a winding up under the supervision of the Tribunal, a copy of the statement shall also be filed in the Tribunal, within the time prescribed in clause (1) above. 290. Submission of periodical reports to the Tribunal. (1) The LLP Liquidator shall make periodical reports to the Tribunal and in any case make a report at the end of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed distributable sums or undistributed assets into the LLPs Liquidation Account in the Reserve Bank of India or designated Bank under rule 61, shall be in Form No.91 . 297. Unclaimed distributable sums or undistributed assets under investment. For purposes of payment of unclaimed distributable sums and undistributed assets into the LLPs Liquidation Account, money invested or deposited at interest by the liquidator shall be deemed to be money in his hand, and when such money forms part of the unclaimed distributable sums or undistributed assets of the LLP, the liquidator shall realize the investment or withdraw the deposit and shall pay the proceeds into the LLPs Liquidation Account. 298. Operation and maintenance of the Account. LLP Liquidation account shall be operated by the Registrar and the Registrar shall cause to be maintained in his office separate accounts in respect of each LLP whose unpaid distributable sums or undistributed assets are deposited in the said account. COST INCLUDING EXPENSES, CHARGES OR FEES 299. Cost, expenses, charges or fees payable out of the assets in a winding up by the Tribunal (1) The assets of a LLP in a winding up by ..... X X X X Extracts X X X X X X X X Extracts X X X X
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