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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... cles” occurring in any of the aforesaid provisions of the Companies Act, 1956, the words “limited liability partnership agreement” shall be substituted; (c) for the word “director” occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in section 544), the words “designated partners” shall be substituted; (d) for the word “promoter” or “member” or “contributory” occurring in any of the aforesaid provisions of the Companies Act, 1956, the word “partner” shall be substituted; (e) for the word “Court” occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in sub-section (5A) of section 454, section 482 and section 483), the word “Tribunal” shall be substituted, provided that until the Tribunal is constituted under the Companies Act, 1956, the word “Tribunal” shall be substituted with the words “High Court”; (f) for the words “this Act” occurring in any of the aforesaid provisions of the Companies Act, 1956, the words “Limited Liability Partnership Act” shall be substituted. (i .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... rdquo;, wherever it occurs, substitute the words “limited liability partnership”. sub-section (3) Omit sub-section (3). 3. Section 445 (Copy of winding up order to be filed with Registrar) sub-section (1) Substitute sub-section (1) with the following:- “(1) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the limited liability partnership to file with the Registrar a certified copy of the order, within fifteen days from the date of the making of the order. If default is made in complying with the foregoing provision, the petitioner, or as the case may require, the limited liability partnership, and the designated partners of the limited liability partnership shall be punishable with fine which may extend to one thousand rupees for each day during which the default continues.” sub-section (1A) In sub-section (1A), for the words ‘thirty days’, substitute the words ‘fifteen days’. sub-sections (2) and (3) In sub-sections (2) and (3), for the word “company” wherever it occurs, substitute the words “limited liability partnership”. 4. Section 446 (Suits .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... r, and shall become the liquidator, of the limited liability partnership, on a winding up order being made.” 7. Section 451 (General provisions as to liquidators) sub-section (1) In sub-section (1), - (i) for the word “Court”, substitute the word “Tribunal”; and (ii) for the word “company”, substitute the words “limited liability partnership”. sub-section (2) In sub-section (2), for the word “company”, substitute the words “limited liability partnership”. 8. Section 453 (Receiver not to be appointed of assets with liquidator). In section 453, for the word “Court”, substitute the word “Tribunal”. 9. Section 454 (Statement of affairs to be made to Official Liquidator) sub-section (1) Substitute sub-section (1) with the following:- “(1)(i) Every limited liability partnership shall file with the Tribunal a statement of its affairs in such form as may be prescribed along with the petition for winding up; (ii) where a limited liability partnership opposes a petition for its winding up, it shall file with the Tribunal a statement of its affairs in such form as may be prescribed with .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ection (2) In sub-section (2). - (i) for the words “Official Liquidator”, substitute the word “liquidator”; (ii) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (iii) for the word “Court”, substitute the word “Tribunal”. sub-section (3) In sub-section (3),- (i) for the words “Official Liquidator”, substitute the word “liquidator”; and (ii) for the word “Court”, substitute the word “Tribunal”. 11. Section 456 (Custody of company’s property) sub-sections (1), (1A) and (2) In sub-sections (1), (1A) and (2),- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “Court” occurring in sub-section (2), substitute the word “Tribunal”. 12. Section 457 (Powers of liquidator) sub-sections (1) and (2) In sub-sections (1) and (2),- (i) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; (ii) for the words “company”, wherever it occurs, substitut .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ord “Tribunal”; (iii) omit the words “or by the Indian Companies Act, 1913 (7 of 1913)”; (iv) for the word “contributory”, substitute the word “partner”; and (v) omit proviso to this sub-section. sub-section (2) In sub-section (2),- (i) for the word “company”, substitute the words “limited liability partnership”; and (ii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”. 17. Section 464: (Appointment and composition of committee of inspection) sub-section (1) Substitute sub-section (1) with the following:- “(1) The Tribunal may, at the time of making an order for the winding up of a limited liability partnership or at any time thereafter, direct that there shall be appointed a committee of inspection to act with the liquidator.” sub-sections (2) and (3) Omit sub-sections (2) and (3). 18. Section 465: (Constitution and proceedings of committee of inspection) sub-section (1) Substitute sub-section (1) with the following:- “(1)(i) A committee of inspection appointed in pursuance of section 464 shall consist of such number of members not exceeding tw .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... “limited liability partnership”; and (v) omit the proviso to this sub-section. sub-section (2) Omit sub-section (2). 21. Section 468 (Delivery of property to liquidator) In section 468,- (i) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; (ii) for the word “contributory”, substitute the word “partner”; (iii) for the word “contributories”, substitute the word “partners”; and (iv) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; 22. Section 471 (Payment into bank of moneys due to company) sub-section (1) In sub-section (1),- (i) for the word “Court”, substitute the word “Tribunal”; (ii) for the word “contributory”, substitute the word “partner”; and (iii) for the word “company”, substitute the words “limited liability partnership”. sub-section (2) In sub-section (2), for the word “Court”, substitute the word “Tribunal”. 23. Section 474 (Power to exclude creditors not proving in time) In section 474, for the w .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... “Court”, wherever it occurs, substitute the word “Tribunal”; and (iii) for the word “company”, substitute the words “ limited liability partnership”. 28. Section 481 (Dissolution of company) sub-section (1) In sub-section (1),- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”. sub-section (2) In sub-section (2), for the word “company”, substitute the words “limited liability partnership”. 29. Section 482 (Order made in any Court to be en- forced by other Courts) In section 482, for the word “company”, wherever it occurs, substitute the words “limited liability partnership”. 30. Section 483 (Appeals from orders) In section 483, for the word “company”, substitute the words “limited liability partnership”. Chapter III Voluntary winding up 31. Section 484 (Circumstances in which company may be wound up voluntarily) sub-section (1) Substitute sub-section (1) with the following:- “(1 .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... roperty of company) sub-section (1) Substitute sub-section (1) with the following:- “(1) Where a limited liability partnership (the transferor limited liability partnership) is proposed to be, or is in the course of being, wound up voluntarily and the whole or any part of its business or property is proposed to be transferred or sold to any limited liability partnership (the transferee limited liability partnership), the LLP Liquidator of the transferor limited liability partnership may, with the sanction of a resolution of the transferor limited liability partnership passed by at least three-fourths of total number of partners conferring on LLP liquidator either a general authority or an authority in respect of any particular arrangement,- (a) receive, by way of compensation wholly or in part for the transfer or sale, cash, securities, policies, or other like interests in the transferee limited liability partnership, for distribution among the partners of the transferor limited liability partnership; or (b) enter into any other arrangement whereby the partners of the transferor limited liability partnership may, in lieu of receiving cash, securities, policies or other like i .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... re paid their dues in such manner as may be prescribed.” sub-sections (2), (4), (5), (6A), (6B) and (7). Omit sub-sections (2), (4), (5), (6A), (6B) and (7). sub-section (3) Substitute sub-section (3) with the following:- “(3) Within two weeks after the meeting of partners and of creditors, if required, the LLP liquidator shall- (a) send to the Registrar a copy of the final winding up accounts, explanation and report; and (b) file an application with the Tribunal along with a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership. If the copy is not so sent or application not so made, the LLP Liquidator shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.” sub-section (6) Substitute sub-section (6) with the following, namely:- “(6) 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, accou .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... rcise or proposed exercise of powers by the LLP Liquidator under this sub-section, and the Tribunal shall after giving a reasonable opportunity to such applicant and the LLP Liquidator, pass such orders as it may think fit.” sub-section (3) In sub-section (3),- (i) for the word “liquidator”, substitute the words “LLP liquidator”; (ii) for the word “company”, substitute the words “limited liability partnership”; and (iii) for the word “contributories”, substitute the word “partners”. sub-section (4) In sub-section (4), for the word “liquidators”, substitute the words “LLP liquidators.” 40. Section 514 (Corrupt inducement affecting appointment as liquidator) In section 514,- (i) for the word “member”, substitute the word “partner”; (ii) for the word “company”, substitute the words “limited liability partnership”; and (iii) for the words “company’s liquidator”, wherever they occur, substitute the words “limited liability partnership’s LLP liquidator”. 41. Section 515 (Power of Court to appoint and remo .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... p”; (iv) for the word “contributory”, substitute the word “partner”; and (v) omit the words “specified in sub-section (3)”. sub-section (3) Omit sub-section (3). sub-section (4) In sub-section (4), for the word “Court”, substitute the word “Tribunal”. sub-section (5) In sub-section (5), for the word “company”, wherever it occurs, substitute the words “limited liability partnership”. 44. Section 519 (Application of liquidator to Court for public examination of promoters, directors, etc.) sub-section (1) In sub-section (1),- (i) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; (ii) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (iii) for the word “liquidator”, substitute the words “LLP Liquidator”. sub-section (2) Substitute sub-section (2) with the following:- “(2) The provisions of section 478 as applicable to winding up of limited liability partnerships by Tribunal shall apply in relation to any examination directed under sub-section (1) .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... words “limited liability partnership”. 52. Section 533 (Liabilities and rights of certain fraudulently preferred persons) sub-sections (1) and (2) In sub-sections (1) and (2),- (i) omit the words “after the commencement of this Act”; (ii) for the word “company”, substitute the words “limited liability partnership”; and (iii) for the words “company’s debt”, substitute the words “limited liability partnership’s debt”. sub-section (3) In sub-section (3), for the word “Court”, wherever it occurs, substitute the word “Tribunal”. 53. Section 534 (Effect of floating charge) In section 534, - (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) omit the proviso to this section. 54. Section 535 (Disclaimer of onerous property in case of a company which is being wound up) sub-sections (1) to (7) In sub-sections (1) to (7),- (i) for the word “company” wherever it occurs, substitute the words “limited liability partnership”; (ii) for the word “Court”, wherever it occurs, .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ited liability partnership”. 58. Section 539 (Penalty for falsification of books) In section 539,- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “contributory”, substitute the word “partner”. 59. Section 540 (Penalty for frauds by officers,-) In section 540,- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “Court”, substitute the word “Tribunal”. 60. Section 541 (Liability where proper accounts not kept) sub-sections (1) and (2) In sub-sections (1) and (2), for the word “company”, wherever it occurs, substitute the words “limited liability partnership”. 61. Section 542 (Liability for fraudulent conduct of business) sub-section (1) In sub-section (1),- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; (ii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; (iii) for the word “contr .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... titute the words “limited liability partnership”; (ii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; and (iii) for the word “member”, substitute the word “partner”. sub-section (2) In sub-section (2),- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; (ii) for the word “member”, substitute the word “partner”; and (iii) for the word “liquidator”, wherever it occurs, substitute the words “LLP liquidator”. sub-section (3) In sub-section(3),- (i) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”. sub-section (4) In sub-section (4),- (i) for the word “Court”, substitute the word “Tribunal”; and (ii) for the word “liquidator”, wherever it occurs, substitute the words “LLP liquidator”. sub-section (5) In sub-section (5),- (i) for the word “company&rdquo .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... 643”, substitute the words “the Central Government may make rules”. sub-section (2) In sub-section (2),- (i) for the word “Court”, substitute the word “Tribunal”; and (ii) for the word “liquidator”, substitute the words, “LLP liquidator”. sub-section (3) In sub-section (3),- (i) for the word “Court”, substitute the word “Tribunal”; and (ii) for the word “contributory”, substitute the word “partner”. 66. Section 547 (Notification that a company is in liquidation) sub-section (1) In sub-section (1),- (i) for the word “company” wherever it occurs, substitute the words “limited liability partnership”; (ii) for the word “Court”, substitute the word “Tribunal”; and (iii) for the word “liquidator”, substitute the words, “liquidator or LLP liquidator”. sub-section (2) In sub-section (2).- (i) for the word “company” wherever it occurs, substitute the words “limited liability partnership”; and (ii) for the word “liquidator’’, substitute the words, “liquidator o .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ction 551 (Information as to pending liquidations) sub-section (1) Substitute sub-section (1) with the following:- “(1)(i) The LLP liquidator in the case of voluntary winding up, and the liquidator, in the case of winding up by Tribunal, shall prepare, every year, a statement of accounts as on 31st March in such form and manner containing such particulars with respect to proceedings in, and position of, the liquidation, as may be prescribed within two months from 31st March, and file after being audited: (a) in case of winding up by the Tribunal, in the Tribunal; and (b) in case of voluntary winding up, with the Registrar within such time as may be prescribed: Provided that where the LLP liquidator or liquidator has not, during the period of account, received or paid any sum of money on account of the assets of the limited liability partnership, he shall file an affidavit of no receipt or payment for the period. (ii) The accounts shall be audited by a person qualified to act as auditor of the limited liability partnership and for the purpose of the audit, the LLP liquidator or liquidator shall furnish the auditor such information as the auditor may require: Provided that no s .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... satisfied that for the purpose of carrying on the business of the limited liability partnership or of obtaining advances or for any other reason, it is to the advantage of the creditors or partners that the LLP liquidator should have an account with any other bank, the Tribunal may authorise the LLP liquidator to make his payments into or out of such other bank as the Tribunal may select; and thereupon those payments shall be made in the prescribed manner and at the prescribed times into or out of such other bank. (2) If any LLP Liquidator at any time retains for more than ten days a sum exceeding fifty thousand rupees or such other amount as the Tribunal may, on the application of the LLP Liquidator, authorize him to retain, then, unless he explains the retention to the satisfaction of the Tribunal, he shall- (a) pay interest on the amount so retained in excess, at the rate of twelve per cent per annum and also pay such penalty as may be determined by the Tribunal; (b) be liable to pay any expenses occasioned by reason of his default; and (c) also be liable to have all or such part of his remuneration, as the Tribunal may consider just, disallowed, or may also be removed from his .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ,- (i) for the word “company”, substitute the words “limited liability partnership”; and (ii) for the word “Court”, substitute the word “Tribunal”. sub-section (6) In sub-section (6),- (i) for the word “company”, substitute the words “limited liability partnership”; (ii) for the word “Court”, substitute the word “Tribunal”; (iii) for the word “liquidator”, substitute the words “LLP liquidator or liquidator”; (iv) for the words “Reserve Bank of India”, substitute the words “Scheduled Bank”; and (v) for the words “Companies Liquidation Account”, substitute the words “LLP Liquidation Account”. sub-section (7) In sub-section (7),- (i) in clause (a),- (A) for the words “Companies Liquidation Account”, substitute the words “LLP Liquidation Account”; (B) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; and (C) omit the words and bracket (whether paid in pursuance of this section or under the provisions of any previous companies law); and (ii) omit clau .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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..... ction (2), for the word “Court”, substitute the word “Tribunal” 78. Section 560 (Power of Registrar to strike defunct company off register) sub-sections (1) to (5) Omit sub-sections (1) to (5). sub-section (6) In sub-section (6),- (i) after the words “struck off the register”, insert the words “under section 75”; (ii) for the word “company”, wherever it occurs, substitute the words “limited liability partnership”; (iii) for the word “Court”, wherever it occurs, substitute the word “Tribunal”; (iv) for the word “member”, wherever it occurs, substitute the word “partner”; (v) for the words “twenty years”, substitute the words “five years”; and (vi) for the words “notice aforesaid”, substitute the words “notice striking off the name of the limited liability partnership from the register”. sub-section (7) In sub-section (7), for the word “company”, substitute the words “limited liability partnership”. sub-sections (8) and (9) Omit sub-sections (8) and (9). Part X: Winding up of Unregistered compan .....

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Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications - G.S.R. 6(E), - Limited Liability Partnership

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