Notes on clauses
Clause 2.- This clause defines various expressions used in the Bill for the purposes of certainty in the interpretation of the proposed legislation, e.g., 'foreign limited liability partnership' as limited liability partnership which is formed, registered or incorporated outside India and establishes a place of business in India; 'limited liability partnership' as a partnership formed and registered under the proposed legislation; 'limited liability partnership agreement' as a written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to such partnership; and 'partner' in relation to limited liability partnership, as any person who becomes a partner in the limited liability partnership in accordance with the limited liability partnership agreement.
Clause 3.- This clause seeks to provide that Limited Liability Partnership (LLP) is to be a body corporate having perpetual succession and a legal entity separate from its partners and any change in the partners of such partnership shall not affect its liabilities.
Clause 4.- This clause seeks to provide that the provisions of the Indian Partnership Act, 1932 shall not apply to an LLP.
Clause 5.- This clause seeks to provide that an individual or a body corporate may become a partner in an LLP. The clause also indicates the disqualifications which will prohibit an individual to become a partner of any LLP.
Clause 6.- This clause seeks to provide that an LLP shall consist of at least two partners and also provides that in a situation where the number of partners is reduced to one and such LLP carries on business with such sole partner for more than six months and then such partner, if having knowledge of such a situation, shall be liable personally for the obligations of the LLP.
Clause 7.- This clause seeks to provide that an LLP shall have at least two designated partners who shall be individuals and at least one of them shall be resident in India. This clause also seeks to provide that an individual shall not become a designated partner in any LLP unless he has given his prior consent to act as such to the LLP in the prescribed form and manner. Particulars of every designated partner who agrees to act as such shall be filed with the Registrar. This clause also seeks to provide that any partner may become or cease to be designated partner in accordance with the LLP agreement. It also seeks to empower Central Government to make rules for prescribing conditions and requirements for an individual to be a designated partner. It also provides that every designated partner shall obtain a Designated Partner Identification Number (DPIN) from the Central Government.
Clause 8.- This clause seeks to provide responsibilities and liabilities of the designated partner who shall be -
(a) responsible for the doing of all acts, matters and things as are required to be done by the LLP in respect of compliance of the provisions of this Bill including filing of any document, return, statement and the like report pursuant to the provisions of this Bill and as may be specified in the LLP agreement; and
(b) liable to all penalties imposed on the LLP for any contravention of those provisions.
Clause 9.- This clause provides for the 30 days period for filling up of a vacancy of a designated partner. If no designated partner is appointed, or if at any time there is only one designated partner, each partner of the LLP shall be deemed to be a designated partner.
Clause 10.- This clause seeks to provide punishment for contravention of clauses 7, 8 and 9 of the Bill. The said clause indicates that if the LLP fails to appoint designated partners under sub-clause (1) of clause 7 of the Bill, then the LLP and its every partner shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees. The clause also seeks to provide that if an LLP does not meet other requirements provided in sub-clause (5) of clause 7, clauses 8 and 9 in relation to designated partners, the LLP and its every partner shall be punishable with fine which shall not be less than ten thousand rupees and may extend to one lakh rupees.
Clause 11.- This clause seeks to provide for manner of filing of incorporation document, the fees and other statement of LLP with Registrar and also the contents and form of the incorporation document. It also seeks to provide for penalties for making statement by any person, knowing it to be false, or not believing it to be true, which shall not be less than ten thousand rupees and may extend to five lakhs rupees and also for imprisonment for a term which may extend to two years.
Clause 12.- This clause seeks to provide for registration of incorporation document of LLP and issue of a certificate of its incorporation by the Registrar. The said clause indicates that the certificate of registration shall be conclusive evidence that the LLP is incorporated by the name specified therein.
Clause 13.- This clause seeks to provide that every LLP shall have a registered office to which all communications will be made and received. It also seeks to provide for mode of serving the documents to LLP and intimating the change of the address of the registered office in the prescribed manner and subject to prescribed conditions to the Registrar. This clause further seeks to provide for penalties of not less than two thousand rupees which may extend to twenty-five thousand rupees in case the LLP contravenes the provisions of this clause.
Clause 14.- This clause seeks to provide that LLP shall be a body corporate and can sue and be sued, acquire, own, hold and develop or dispose of property. It also seeks to provide that an LLP may have a common seal if it decides to have it.
Clause 15.- This clause seeks to provide an obligation on every LLP to suffix "limited liability partnership" or "LLP" with its name. The clause also seeks to provide that no LLP shall be registered with an undesirable name or a name which is identical or nearly resembles to that of any other partnership firm or an LLP or a body corporate or a registered trade mark or a trade mark the application of which is pending.
Clause 16.- This clause seeks to provide for making of an application for reservation of proposed name of the LLP or change of its existing name to the Registrar who may reserve the name for a period of three months. It also seeks to empower the Central Government to make rules regarding form, manner and fees payable on such application. This clause further seeks to empower the Central Government to frame rules which may be followed by Registrars while reserving names of LLPs.
Clause 17.- This clause seeks to empower the Central Government to give direction to the LLP to rectify its name if the name registered is undesirable or so nearly resembles the name of any other LLP or body corporate or other name as to be likely to be mistaken for it. It seeks to provide that in case the LLP fails to comply with such direction it shall be liable for imposition of a fine of not less than ten thousand rupees which may extend to five lakh rupees and the designated partner of such LLP shall be liable to pay fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.
Clause 18.- This clause seeks to provide for an application to be made by an LLP to the Registrar in case another LLP has been incorporated with the same name subsequently, for giving a direction to the LLP (subsequently registered) to change its name. A period of twenty-four months has been provided within which the former LLP will have to make an application to the Registrar.
Clause 19.- The clause seeks to provide that an LLP may change its name by filing with the Registrar a notice of such change in such form, and manner and on payment of fee as may be prescribed by the rules.
Clause 20.- This clause seeks to provide for imposition of a fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees in case any person carries on business using the words 'Limited Liability Partnership' or 'LLP' without getting incorporated as LLP.
Clause 21.- This clause seeks to provide that every LLP shall ensure that its invoices, official correspondence and publications bear the name, address of its registered office and registration number of the LLP and the statement that it is registered with limited liability. It also seeks to provide for imposition of a fine of not less than two thousand rupees which may extend to twenty-five thousand rupees in case the LLP contravenes these provisions.
Clause 22.- This clause seeks to provide that the persons who subscribe their names to the incorporation document shall be partners of LLP and any other person may also become partner of the LLP in accordance with its agreement.
Clause 23.- This clause seeks to provide that the mutual rights and duties of the partners of the LLP inter se and that of the LLP and its partners shall be governed by the LLP agreement and in absence of any such agreement, such mutual rights and duties shall be determined as set out in the First Schedule of the Bill. It also seeks to empower the Central Government to prescribe, by rules, the form, manner and fees for filing the LLP agreement and informing changes therein. This clause further seeks to provide that any agreement, made before the incorporation of LLP, between the partners who subscribe their names to the incorporation document may impose obligation on LLP, if ratified by all the partners after its incorporation.
Clause 24.- This clause seeks to provide for the circumstances and disqualifications under which or pursuant to which a person may cease to be a partner of an LLP. It also seeks to provide for a partner's obligation to the LLP or to the other partners or to other persons incurred during the period when he was a partner of the LLP. It also seeks to provide that a former partner or a person entitled to his share in case of death or insolvency of former partner shall not have any right to interfere in the management of the LLP.
Clause 25.- This clause seeks to provide for the requirement and the procedure for filing notice about changes in the names and addresses of partners of the LLP to the Registrar. The notice shall be in such form as may be prescribed. The clause also seeks to provide that every partner shall inform the LLP of any change in his name or address within fifteen days of such change, failing which he shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees. This clause further seeks to provide that when a person becomes or ceases to be a partner, the LLP shall file a notice with the Registrar within thirty days from the date such person becomes or ceases to be a partner, failing which the LLP shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees.
Clause 26.- This clause seeks to provide that every partner of the LLP is, for the purpose of business of the LLP, an agent of the LLP but not of other partners.
Clause 27.- This clause seeks to provide that the LLP shall not be bound by anything done by a partner in dealing with a person if that partner has no authority to act for LLP in doing a particular act and the person with whom he is dealing also knows that the partner has no authority for such act and to provide that an obligation of LLP, whether arising out of contract or otherwise will solely be the obligation of LLP. It also seeks to provide that liabilities of LLP are to be met from the property of LLP. It further seeks to provide that LLP shall be liable for a wrongful act or omission by a partner in the course of the business of the LLP or with its authority.
Clause 28.- This clause seeks to provide that the partner is not personally liable directly or indirectly for an obligation of LLP solely by reason of his being a partner of the LLP. It further seeks to provide that the obligation of an LLP shall not affect the personal liability of a partner for his own wrongful act or omission but a partner shall not be personally liable for wrongful act or omission of any other partner.
Clause 29. This clause seeks to provide that any person, who by words spoken or written or by conduct, represents himself, or knowingly permits himself to be represented to be a partner in any LLP is liable to any person who has on the faith of any such representation given credit to the LLP, whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person so giving credit. It also seeks to provide that where any credit is received by the LLP as a result of such representation, the LLP shall, without prejudice to the liability of the person so representing himself or represented to be a partner, be liable to the extent of credit received by it or any financial benefit derived thereon. The clause further seeks to provide that where after a partner's death the business is continued in the same LLP name, the continued use of that name or of the deceased partner's name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the LLP done after his death.
Clause 30. This clause seeks to provide for unlimited liability of the LLP and its partners in case LLP or any of its partners carry out an act with intent to defraud creditors of the LLP or any other person or if they carry out an act for any fraudulent purpose. The clause further seeks to provide that in case any such act is carried out by a partner, the LLP is liable to the same extent as the partner unless it is established by the LLP that such act was without the knowledge or the authority of the LLP. This clause further seeks to provide that any person who knowingly carries such act shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees. The clause further seeks to provide that where an LLP or any partner or designated partner or employee of such LLP has conducted the affairs of the LLP in a fraudulent manner, then without prejudice to any criminal proceedings which may arise under any law for the time being in force, the LLP and any such partner or designated partner or employee shall be liable to pay compensation to any person who has suffered any loss or damage by reason of such conduct.
Clause 31. This clause seeks to provide that the Court or Tribunal may reduce or waive any penalty leviable against any partner or employee of a LLP in case such partner or employee has provided useful information during investigation of such LLP for finding out the offence. The clause further seeks to provide that no such partner or employee shall be discharged, demoted, suspended, threatened, harassed or in any other manner discriminated merely because of his providing information to the Court or Tribunal.
Clause 32. This clause seeks to provide various kinds in which contributions may be made by partners of an LLP and the manner in which such contributions shall be valued and disclosed in the accounts of the LLP.
Clause 33. This clause seeks to provide that obligation of a partner to make contribution shall be as per the LLP Agreement. The clause further seeks to provide that a creditor of an LLP may enforce the original obligation against any partner of the LLP without notice of any subsequent compromise between partners.
Clause 34. This clause seeks to provide for requirement relating to maintenance of proper books of account by the LLP relating to its affairs for each year and for filing of an annual Statement of Account and Solvency with the Registrar in such form and manner as may be prescribed. This clause seeks to empower the Central Government to prescribe rules for the manner in which the accounts of LLPs shall be audited. It also seeks to empower the Central Government to grant exemption to any class or classes of LLPs from audit requirement. It also seeks to provide for imposition of a fine of not less than twenty-five thousand rupees but which may extend to five lakh rupees for LLP and of a fine of not less than ten thousand rupees but which may extend to one lakh rupees for designated partner of LLP, in case the LLP fails to comply with these provisions.
Clause 35. This clause seeks to provide that every LLP shall be required to file with the Registrar an annual return duly authenticated every year. It also seeks to empower the Central Government to prescribe, by rules, the contents and manner of filing of such annual return. The clause also seeks to provide that any LLP which fails to comply with these provisions shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and the designated partner of such LLP shall be punishable with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees.
Clause 36. This clause seeks to provide that the incorporation document, names of partners and changes, if any, made therein, Statement of Account and Solvency and Annual Return filed by each LLP with the Registrar shall be available for inspection in the office of the Registrar by the public. It also seeks to empower the Central Government to prescribe by rules, the manner and amount of fees for such inspection.
Clause 37. This clause seeks to provide that if any person makes any statement in any return, statement or other document under this Bill which is false in any material particular, or which omits any material fact, knowingly, he shall be punishable with imprisonment for a term which may extend to two years and shall also be liable to fine which may extend to five lakh rupees but which shall not be less than one lakh rupees.
Clause 38. This clause seeks to empower the Registrar to call for information, for the purposes of carrying out the provisions of this Bill, from any person including any present or former partner or designated partner or employee of the LLP and in case of nonreceipt of any information from them or information furnished being insufficient, to summon them before him. The clause seeks to provide that any person who, without lawful excuse, fails to comply with any summons or requisition of the Registrar under this clause shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees.
Clause 39. This clause seeks to provide for empowering the Central Government to compound any offence under this Bill which is punishable with fine by collecting a sum not exceeding the amount of maximum fine prescribed for such offence.
Clause 40. This clause seeks to empower the Central Government to prescribe by rules the manner in which the Registrar may destroy any document filed or registered with him by the LLPs.
Clause 41. This clause seeks to provide that in case any LLP is in default in complying with the provisions relating to filing with the Registrar of any return, account or other document or giving of any notice to him, the Registrar may make an application before the Tribunal for making an order for directions in order to make good the default within a time frame.
Clause 42. This clause seeks to provide that the rights of a partner to a share of the profits and losses of the LLP and to receive distributions shall be transferable in accordance with the LLP agreement and such transfer shall not by itself cause the disassociation of the partner or a dissolution and winding up of the LLP. The clause further seeks to provide that such transfer would not entitle the transferee to participate in the management of the LLP.
Clause 43. This clause seeks to provide the circumstances under which investigation of the affairs of an LLP may be ordered and the inspectors appointed by the Central Government to carry out such investigation.
Clause 44. This clause seeks to provide that an application by partners of the LLP for investigation of the LLP shall be supported by such evidence as the Tribunal may require and that the Central Government may require the applicants to give security of such amount as may be prescribed for payment of the costs of the investigation.
Clause 45. This clause seeks to prohibit a firm, body corporate or other association to be appointed as an inspector.
Clause 46. This clause seeks to provide that the inspector appointed by the Central Government to investigate the affairs of the LLP under this Bill may carry out investigation into the affairs of other entities associated with the LLP in the past or present or of partner or designated partner, after seeking prior approval of the Central Government.
Clause 47. This clause seeks to provide the duty of the designated partners and partners of the LLP to preserve and produce all books, papers relating to the LLP before inspector and otherwise give all assistance to the inspector for investigation. This clause also seeks to empower the inspector to examine such persons on oath. This clause further seeks to provide that if any person fails without reasonable cause or refuses to produce before an inspector any book or paper or furnish any relevant information or to appear before the inspector personally when required to do so or to answer any question which is put to him by the inspector under this clause or to sign the notes of any examination, he shall be punishable with fine which shall not be less than two thousand rupees but which may extend to twenty-five thousand rupees and with a further fine which shall not be less than fifty rupees but which may extend to five hundred rupees for every day after the first day after which the default continues.
Clause 48. This clause seeks to empower the inspector appointed by the Central Government under this Bill to investigate the affairs of an LLP, to enter the place where books and papers are kept, search and seize the documents or books and papers relating to LLP, after seeking permission from the Judicial Magistrate of the First Class or Metropolitan Magistrate in this regard, if he has reasonable cause that the partner of such LLP or other entity may destroy, mutilate, alter, falsify or secret the documents. The clause also seeks to empower inspector to keep such books and papers in his custody for a period not exceeding six months for investigation and return the same, after needful is done, to the concerned entity or person and inform the Magistrate of such return.
Clause 49. This clause seeks to provide that an inspector investigating an LLP may, and if so directed by the Central Government, shall make interim reports to that Government in relation to an investigation carried out by him. It further seeks to provide that on conclusion of the investigation, a final report shall be made to the Central Government by the inspector. This clause further seeks to provide that the Central Government shall forward a copy of the report other than an interim report to the concerned LLP or related entity or persons. A copy of such report may also be furnished to any person or entity related to or affected by the report on the request and on payment of prescribed fee.
Clause 50. This clause seeks to provide that if, from the inspector's report, it appears to the Central Government that any person in relation to LLP or any other entity being investigated has been guilty of any offence for which he is liable, the Central Government may prosecute such person for the offence. The clause further seeks to provide that it shall be the duty of all partners, designated partners, other employees and agents of the LLP to give the Central Government all assistance in connection with such prosecution.
Clause 51. This clause seeks to provide that if any such LLP is liable to be wound up under this Bill or any other law and it appears to the Central Government from the report made by an Inspector under clause 49 that it is expedient to do so by reason that the business of the LLP is being conducted with an intent to defraud its creditors, partners or any other person, or otherwise for a fraudulent or unlawful purpose, or in a manner oppressive or unfairly prejudicial to some or any of its partners, or that the LLP was formed for any fraudulent or unlawful purpose or that the affairs of the LLP are not being conducted in accordance with the provisions of the Bill, the Central Government, may, cause to be presented to the Tribunal by any person authorised by it, a petition for the winding up of the LLP on the just and equitable grounds.
Clause 52. This clause seeks to provide that if from any report of inspector, it appears to the Central Government that proceedings ought, in the public interest, to be brought by the LLP or any entity whose affairs have been investigated for the recovery of damages in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation, or the management of the affairs, of such LLP or such other entity or for the recovery of any property of such LLP or such other entity, which has been misapplied or wrongfully retained, the Central Government may itself bring proceedings for that purpose.
Clause 53. This clause seeks to provide about the manner in which the expenses of an investigation by an inspector appointed by the Central Government under this Bill shall be defrayed and reimbursed. The clause also seeks to provide that any amount for which a LLP or other entity is liable, shall be a first charge on the sums or property recovered by such LLP or other entity during investigation. The clause further seeks to provide that the amount of expenses in respect of which any LLP, other entity, a partner or designated partner or any other person is liable to reimburse to the Central Government shall be recoverable as arrears of land revenue. The clause further seeks to provide that any costs or expenses incurred by the Central Government or in connection with proceedings for recovery of damages or property brought by virtue of this Bill shall be treated as expenses of the investigation.
Clause 54. This clause seeks to provide that a copy of any report of any inspector appointed under this Bill, authenticated in a manner as may be prescribed by rules, shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report.
Clause 55. This clause seeks to provide that a firm may convert into a LLP in accordance with the provisions contained in Chapter X and the Second Schedule.
Clause 56. This clause seeks to provide that a private company may convert into a LLP in accordance with the provisions contained in Chapter X and the Third Schedule.
Clause 57. This clause seeks to provide that an unlisted public company may convert into a LLP in accordance with the provisions contained in Chapter X and the Fourth Schedule.
Clause 58. This clause seeks to provide the requirement and manner pursuant to which a firm, private company or an unlisted public company shall be allowed to be converted into a LLP. It also seeks to provide that the converted LLP shall, within fifteen days of the date of registration, inform the concerned Registrar of Firms or Registrar of Companies, as the case may be, with which it was registered about the conversion and of the particulars of the limited liability partnership in such manner and form as the Central Government may prescribe. The clause also seeks to provide that on such conversion all property of the erstwhile entity shall vest in the LLP and the erstwhile entity shall be deemed to be dissolved and removed from the records of the Registrar of Firms or Registrar of Companies, as the case may be.
Clause 59. This clause seeks to empower the Central Government to make rules for
(i) provisions in relation to establishment of place of business by foreign LLPs within Indiaand carrying on their business therein by applying or incorporating, with such modifications, as appear appropriate, the provisions of the Companies Act, 1956 or (ii) such regulatory mechanism with such composition as may be prescribed in such rules.
Clause 60. This clause seeks to provide the manner in which compromise or arrangement of LLPs shall be proposed, agreed by members or creditors of a LLP and confirmed by the Tribunal. It also seeks to provide the time-limit within which the order made by Tribunal shall be filed with the Registrar and the effect of such filing. It also seeks to provide that if default is made in complying with provisions relating to filing of such order of Tribunal with the Registrar, the LLP and every designated partner of the LLP shall be punishable with fine which may extend to one lakh rupees.
Clause 61. This clause seeks to provide that where the Tribunal makes an order sanctioning a compromise or an arrangement in respect of a LLP, it
(a) shall have power to supervise the carrying out of the compromise or an arrangement; and
(b) may, at the time of making such order or at any time thereafter, give such directions in regard to any matter or make such modifications in the compromise or arrangement, as it may consider necessary, for the proper working of the compromise or arrangement.
The said clause further seeks to provide that if the Tribunal is satisfied that a compromise or an arrangement sanctioned cannot be worked satisfactorily, it may make an order for winding up of the LLP.
Clause 62. This clause seeks to provide that where an application is made to the Tribunal for sanctioning of a compromise or arrangement which relates to reconstruction of any LLP or LLPs, or the amalgamation of any two or more LLPs and under a scheme the whole or any part of the undertaking, property or liabilities of any LLP concerned in the scheme is to be transferred to another LLP, the Tribunal may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provisions for matters like transfer to the transferee LLP of the whole or any part of the undertaking, property or liabilities of any transferor LLP, the continuation by or against the transferee LLP of any legal proceedings pending by or against any transferor LLP; the dissolution, without winding up, of any transferor LLP; the provision to be made for any person who, within such time and in such manner as the Tribunal directs, dissent from the compromise or arrangement; and such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out. It also seeks to provide that if default is made in complying with provisions relating to filing of such order of Tribunal with the Registrar, the LLP and every designated partner of the LLP shall be punishable with fine which may extend to fifty thousand rupees.
Clause 63. This clause seeks to provide that the winding up of an LLP may be either voluntary or by the Tribunal and a LLP so wound up may be dissolved.
Clause 64. This clause seeks to specify the circumstances in which an LLP may be wound up by the Tribunal.
Clause 65. This clause seeks to empower the Central Government to make rules for provisions in relation to winding up and dissolution of LLPs.
Clause 66.This clause seeks to provide that a partner may lend money to and transact other business with the LLP and that he shall have the same rights and obligations with respect to the loan or other transactions as a person who is not a partner.
Clause 67. This clause seeks to empower the Central Government, to direct, by notification in the Official Gazette, that any of the provisions of the Companies Act, 1956 shall apply to any LLP or shall apply to any LLP with such exception, modification and adaptation as may be specified in the notification. The clause further seeks to provide that such notification shall be laid in draft before each House of Parliament for a total period of thirty days and shall be subject to such modification as may be approved by both the Houses.
Clause 68. This clause seeks to provide that any document required to be filed, recorded or registered under this Bill may be filed, recorded or registered in such manner and as per such conditions as may be prescribed by rules by the Central Government.
Clause 69. This clause seeks to provide that any document or return required to be filed or registered under this Act with the Registrar, if, is not filed or registered in time provided therein, may be filed or registered after that time up to a period of three hundred days from the date within which it should have been filed, on payment of additional fees of one hundred rupees for every day of such delay in addition to any fees as is payable for filing of such document or return. The clause also provides that such document or return may, without prejudice to any other action or liability under this Act, also be filed after such period of three hundred days on payment of fees and additional fees specified in this section.
Clause 70. This clause seeks to provide that in case a LLP or any partner or designated partner of such LLP commits any offence, the LLP or any partner or designated partner shall, for the second or subsequent offence, be punishable with imprisonment as provided, but in case of offence for which fine is prescribed either along with or exclusive of imprisonment, with fine which shall be twice the amount of fine for such offence.
Clause 71. This clause seeks to provide that other laws are also applicable to the LLP in addition to the provisions of this Bill and their application is not barred.
Clause 72. This clause seeks to provide that the Tribunal shall discharge such powers and perform such functions as are, or may be, conferred on it by or under the provisions of this Bill or any other law for the time being in force. The clause also seeks to allow filing of appeal to the Appellate Tribunal by any person who is aggrieved by an order or decision of Tribunal.
Clause 73. This clause seeks to provide that whoever fails to comply with any order made by the Tribunal under any provision of this Bill shall be punishable with imprisonment which may extend to six months and shall also be liable to a fine which shall not be less than fifty thousand rupees.
Clause 74. This clause seeks to provide that any person guilty of an offence under this Bill for which no punishment is expressly provided shall be liable to a fine which may extend to five lakh rupees but which shall not be less than five thousand rupees and with a further fine which may extend to fifty rupees for every day after the first day after which the default continues.
Clause 75. This clause seeks to provide that where the Registrar has reasonable cause to believe that an LLP is not carrying on business or its operation, the name of LLP may be struck off from the register of LLPs. The clause seeks to empower the Central Government to prescribe, by rules, the manner which shall be followed for such striking off of name of any LLP by the Registrar. The clause also seeks to provide that Registrar shall, before striking off the name of any LLP under this clause give such LLP a reasonable opportunity of being heard.
Clause 76. This clause seeks to provide that where an offence under this Bill committed by an LLP is proved to have been committed with the consent or connivance of a partner or designated partner of the LLP or is attributable to any neglect on the part of the partner or designated partner of that LLP, the partner or designated partner of the LLP as well as that LLP shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
Clause 77. This clause seeks to provide that notwithstanding any provision to the contrary in any Act, the Judicial Magistrate of the first class or the Metropolitan Magistrate shall have jurisdiction to try any offence under the provisions of this Bill and shall have power to impose punishment in respect of the said offence.
Clause 78. This clause seeks to confer upon the Central Government the power to alter schedules to the Bill. The said clause further seeks to provide that every notification in respect of such alteration shall be laid before both the Houses of Parliament.
Clause 79. This clause seeks to confer upon the Central Government the power to make rules for carrying out the provisions of this Bill. The clause seeks to enumerate the various matters in respect of which such rules may be made. The clause further seeks to provide that every rule made under the provisions of this Bill is required to be laid before both the Houses of Parliament.
Clause 80. This clause seeks to confer power upon the Central Government to make provision, by order published in the Official Gazette, to remove difficulties which may arise in giving effect to the provisions of this Bill and such order to be issued only within a period of two years from the date of the commencement of this Bill. The clause seeks to provide that the orders made under this clause shall be required to be laid before both the Houses of Parliament.
Clause 81. This clause seeks to provide that until the Tribunal and the Appellate Tribunal are constituted under the provisions of the Companies Act, 1956, the provisions of this Bill shall have effect subject to the following modifications, namely:-
(a) for the word "Tribunal" occurring in clause (b) of sub-section (1) of section 41, clause (a) of sub-section (1) of section 43 and section 44, the words "Company Law Board" had been substituted;
(b) for the word "Tribunal" occurring in section 51 and in sections 60 to 64, the words "High Court" had been substituted;
(c) for the words "Appellate Tribunal" occurring in sub-section (2) of section 72, the words "High Court" had been substituted.
