TMI BlogLimited Liability Partnership (Winding up and Dissolution) Rules, 2010X X X X Extracts X X X X X X X X Extracts X X X X ..... ent, means certified as provided in section 76 of the Indian Evidence Act, 1872; ( v ) Code means the Code of Civil Procedure, 1908; ( vi ) Filed means filed in the office of the Registrar of Tribunal or Bench; ( vii ) LLP means Limited Liability Partnership; ( viii ) LLPIN means the Limited Liability Partnership Identification Number as referred to in the Limited Liability Partnership Rules, 2009; ( ix ) 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 practising chartered accountants, advocates, practising company secretaries, practising 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; ( x ) Member means any judicial member or technical member of the Tribunal; ( xi ) Officer includes any designated partner, partner, employee of the LLP and any person in accordance with whose directions or ins ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Registrar within thirty days of passing of such resolution in Form No. 1. Commencement of voluntary winding up and filing up of statement of affairs 6. (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. Declaration of solvency in case of proposal to wind up voluntarily 7. (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, but not exceeding one yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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). Publication of resolution to wind up voluntarily 9. 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 LLP is situated. Appointment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, 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. Filling up of vacancy in office of LLP Liquidator 11. 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. Notice of appointment of LLP Liquidator to be given to Registrar 12. The LLP shall give notice to the Registrar of the appointment of, or any vacancy occurred by death, resignation, removal or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 transfer the winding up proceedings from voluntary winding up to compulso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding 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 along with 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 dissolved. (7) In the event affairs of the LLP are not fully wound up within a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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. Distribution of property of LLP 21. 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. Arrangement between LLP and creditors 22. 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 the date of approval by the LLP and the creditors and is approved by the Tribunal. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ( 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. Petition for winding up 26. (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 partners after the satisfaction of its liabilities. (3) The Registrar shall be en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Directions for filing statement of affairs 28 . (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 the order : Provided that the Tribunal may direct the petitioner to deposit such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... actising chartered accountants, advocates, practising company secretaries, practising 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 appointed from the panel, shall, before entering upon his duties as a Liquidator of the LLP for which he is appointed, furnish security of such sum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Winding up order to be communicated to the liquidator and the Registrar 31. (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 within 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 intimation under sub-rule (1), a notice shall be sent by Liquidator to the registered office of the LLP by registered post and Liquidator shall serve noti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontingent 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 records and other documents taken under the custody of the Liquidator; ( l ) scheme of revival or rehabilitation of LLP, if any, and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 pass such other order or give such other directions as it considers fit. Custody of LLP s properties 36. (1) Where a winding up order has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roperty, 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 co-operation 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 account 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 co-operation, Liquidator may apply to the Tribunal for such directions. Application of assets 38. Assets of the LLP shall be applied first for the payment of the cost including expenses, charges ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 the Liquidator nor any member of the Committee shall, while acting as liquidator or member of such Committee in any winding up, either directly or indirectly, by himself or an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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 estate which cannot be conveniently done in the name of the LLP, and in all such cases, the money due shall, for the purpose of enabling the Liquidator to take out the letters of administration ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equire 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 Liquidator shall permit inspection of property and assets in respect of which bids were invited : Provided that such bid may be withdrawn within three days before the las ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 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. Exercise and control of Liquidator s powers and duties 43. (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 purpose of ascertaining their wishes; and ( b ) shall summon such meetings at such times, as the creditors or partners, as the case may be, may, by resolution, direct, or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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. Inspection or investigation of books of account and records of the Liquidator 49. The Central Government may authorize any person to inspect or investigate the books of account and records of the Liquidator appointed from the panel maintained by the Central Government in respect of affairs of any such LLP under Liquidation. PART V Provisions applicable to every mode of winding up Debts of all descriptions to be admitted to proof 50. In every winding up, (subject, in the case of insolvent LLPs t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Books and papers of LLP to be evidence 53. 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. Inspection of books and papers by creditors and partners 54. (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 State Government or any authority or officer of such Government, ( b ) on any person acting under the authority of any such Government or of any such authority or officer. Disposal of books and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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 entitled, by himself or by his agent, at all reasonable times, on payment of the fee specified in Annexure, to inspect the statement referred to in sub-rule (1), and to receive a copy thereof or an extract therefrom. (4) Any pers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LP (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 representing unpaid distributable sums or undistributed assets in his hands at the date of dissolution. (4) The liquidator or the LLP liquidator, as the case may be, shall, when making any payment referred to in sub-rules (2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nment 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. Meetings to ascertain wishes of creditors or partners 61. (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 the result thereof to the Tribunal. (2) For the purpose of ascertaining the wishes of creditors, regard shall be had to the value of each creditor s debt. (3) For the purpose of ascertaining the wishes of partners ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r consular officer, attached, appended or subscribed to any such affidavit or to any other document to be used for the purposes of these rules. Tribunal to declare dissolution of LLP void 64. (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 from the date of the order, the requisite time for obtaining a certified copy of the order shall be excluded. Commencement of winding up by Tribunal 65. (1) Where, before the presentation of a petition for the winding up of a LL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d, 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. Language of proceedings 70. Every petition, application, affidavit or other proceedings shall be in English or Hindi and except insofar as the Tribunal may otherwise order, no document in other language shall be accepted for use in any proceedings, unless translated into English or Hindi. Power of the Tribunal to enlarge or abridge time 71. The Tribunal should not extend the time without any genuine reason and exceptional circumstances and orders should be recorded in detail giving reaso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Serial number of proceedings 77. (1) Every petition or application shall bear its distinctive serial number, and an interlocutory application shall bear, besides its own serial number, the serial number of the main proceeding to which it relates. Every order made, process issued or document filed, shall bear the serial number of the proceedings to which it relates. (2) All petitions, applicatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 of applications by parties for return of documents. (5) An appeal against any decision by the Registrar of Tribunal shall be made to the Tribunal by the aggrieved party within fifteen days from the date such decision communicated to him. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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. Issue of summons 83. 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. Affidavit verifying petition 84. 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 or partner or designated partner or an officer authorized in that behalf thereof and such affidavit shall be Form No. 18 and shall be filed along with the petition. Enclosures to petition 85. Unless dispensed with by the Member or Registrar of Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall, unless otherwise ordered by Tribunal or otherwise provided, be served not less than seven days before the date of hearing. Service on LLP 91. (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 registered office, or at its principal or last known principal place of business, by leaving a copy thereof with an officer or employee of the LLP, and in case no such person is available, in such manner, as the Member or Registrar of Tribunal may direct, or, by sending a co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 Government under these rules, it shall be addressed to and served on the Secretary to Government of India, Ministry of Corporate Affairs, New Delhi, or such other officer or office of the Central Government as may be authorised to receive notices on its behalf. (3) Where any person ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Procedure at hearing of petition 99. (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 adjourned hearing to any person. Order to be drawn up 100. (1) Every order, shall be drawn up by the Registrar of Tribunal, unless in any proceeding or class of proceedings, the Member or the Registrar of Tribunal directs that the order need not be drawn up. (2) Where a direction is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Advertisement of petition 105. 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. Application for leave to withdraw petition 106. (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. Substitution of creditor or partner for original petitioner 107. Where a petitioner ( a ) is not entitled to present a petition, or ( b ) fails to advertise his petition within the time specified by these rules or by order of Tribunal or such extended time as the Tribunal may allow with cost, or ( c ) consents to withdraw the petition, or to allow it to be dismissed, or the hearing to be adjourn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion 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 Appointment of Provisional Liquidator 111. (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) Where the LLP is not the applicant, notice of the application for appointment of Provisional Liquidator shall be given to the LLP unless the Tribunal, for special reasons to be recorded (in writing), dispenses with the notice. The order appointing the Provisional Liquidator shall set out the restrictions and lim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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. Summons for directions to be taken out by the Liquidator 117. (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. Directions on making the winding-up order 118. At the time of making the winding-up order, or at any time thereafter, the Tribunal shall give directions as to the advertisement of the order and the persons, if any, on whom the order shall be served and the persons, if any, to whom notice shall be given of the further proceedings, in the liquidation, and such further directions as may be necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Application by Liquidator appointed by Tribunal 124. (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. Preparation of statement of affairs 125. Any person who under rule 28 is required to submit and verify a statement as to the affairs of the LLP shall prepare the statement of affairs on his own cost. Form of the statement 126. (1) The statement as to the affairs of the LLP to be submitted under rule 28 shall be in Form No. 37 and shall be made out in duplicate, one copy of which shall be verified by affidavit. (2) An affidavit of concurrence in the statement of affairs shall be in Form No. 38. (3) The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Report by Liquidator 132. 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. Inspection of statement and report 133. Every creditor or partner, by himself, or by his agent, shall be entitled to inspect the statement of affairs submitted under rule 28 and the report of the Liquidators submitted under rule 34 on payment of a fee as specified in the Annexure and to obtain copies thereof or extracts therefrom on payment of the specified charges in Annexure. Further report by Liquidator 134. (1) Where the L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Notice to creditors 138. (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 advertisements under sub-rule (1) shall be released within thirty days from the date of confirmation of the sale and be in Form No. 41. (3) If the number of creditors do not exceed one hundred, individual notices may be given 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 within thirty days from the date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Value of debts 143. 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. Interest 144. On any debt or certain sum payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the date of the winding up order, or at the date of passing of the resolution, as the case may be, the creditor may prove for interest at a rate not exceeding the prime lending rate fixed by the Reserve Bank of India up to that date from the time when the debt or sum was payable, if the debt or sum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ribunal 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 travelling 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 be required, or for other appropriate orders. Oaths 149. For the purpose of his duties in relation to the admission of proof of debts, the Liquidator may administer oaths and take affidavits. Costs of proof 150. Unless otherwise ordered by the Member, a creditor shall bear the costs of proving his debt. Acceptance or rejection of proof to be communicated 151. After such investigation as he may think necessary, the liquidato ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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. 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. List of creditors not to be varied 156. The list as certified by the Liquidator and filed in Tribunal shall be the list of the creditors of the LLP, and shall not be added to or varied except in accordance with orders of Tribunal. Where an order is made adding to or varying the list of creditors, the Liquidator shall amend the list in accordance with such order. Notice of filing the list and inspection of the same 157. Upon the filing of the certificate containing the list of creditors as settled by the Liquidator, the Registrar of Tribunal shall notify the filing thereof on the notice board of the Tribunal and the ce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rtificate 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. Settlement of the list 162. 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. The list when so settled shall be the list of partners of the LLP. Certificate of final settlement of the list to be filed in Tribunal 163. Within seven days after the settlement of the list, the Liquidator shall file in Tribunal a certificate of the list of partners as finally settled by him under rule 162. Such certificate shall be in Form No. 52. Notice to partners 164. Upon the filing of the certificate of the list of partners, the Liquidator shall forthwith give notice to every person placed on the list of partne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 voluntary winding up, the LLP liquidator may himself from time to time summon, hold and conduct meetings of creditors for the purpose of ascertaining their wishes in all matters relating to the winding up. Such meetings and all meetings of creditors which an LLP or an LLP liquidator is by the Act or the rules required to convene in or immediately before such a voluntary winding up and all meetings convened by a creditor in a voluntary winding up under the rules are hereinafter called voluntary liquidation meeting . Application of rules to meetings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d of creditors, under rule 8 and final meeting for dissolution. Place and time of meeting 171. 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. Notice of first or other meeting to the officers of LLP 172. (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 to attend the first or any other meeting of creditors, fourteen days notice of the time and place appointed for such meeting. The notice may either by delivered personally or sent by registered or speed post or other modes as specified in rule 15 of the Limited Liability Partnership Rules, 2009 as may be convenient. (2) It shall be the duty of every officer who receives notice of such meeting to attend if so required by the Liquidator, and if any such officer fails to attend the Liquidator may report such failure to the Tribunal. Such notice shall be in Form No. 56. (3) The Liquidator, if he th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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. This procedure shall not apply to meetings of partners under rule 5 and of creditors under rule 8. Resolution at creditors meeting 176. At a meeting of creditors, a resolution shall be deemed to be passed, when a majority in value of the creditors present personally or by proxy and voting on the resolution has voted in favour of the resolution. In a winding-up by the Tribunal, the value of a creditor, shall, for the purpose of a first meeting of the creditors, be deemed to be the value as shown in the books of the LLP, or the amount mentioned in his proof, whichever is less, and for the purpose of any other meeting, the value for which the creditor has proved his debt or claim. Resolution of partners meeting 177. At a meeting of partners, a resolution shall be deemed to be passed when a majority in number of the partners present personally or by proxy and voting on the resolution ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hich 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 their debts, or to any voluntary liquidation meetings. Cases to which creditors may not vote 184. A creditor shall not vote in respect of any unliquidated or contingent debt or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current bill of exchange or promissory note held by him unless he is willing to treat liability to him thereon of every person who is liable thereon antecedently to the LLP, and against whom no order of adjudication has been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for purposes of distributable sum, to deduct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the objection being sustained. Report of Tribunal meetings 189. 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. Such report shall be in Form No. 59. Minutes of proceedings 190. (1) The chairman shall cause minutes of the proceedings at the meeting to be drawn up and fairly entered in the book and the minutes shall be signed by him or by the chairman of the next meeting. (2) A list of creditors and partners present at every meeting shall be made and kept as in Form No. 60. Proxies in relation to meetings in winding-up by Tribunal and to meetings of creditors in a voluntary winding-up Voting by proxies 191. A creditor or partner may vote either in person or by proxy. Where a person is authorised to represent a body corporate at any meeting of creditors or partners, such person shall produce to the Liquidator or the LLP liquidator in the case of meetings after the winding up of the LLP or in any other meeting the chairman of the meeting a copy of the resolution so ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nature 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. Proxy of person not acquainted with English 200. The proxy of a creditor or partner who does not know English may be accepted if it is executed in the manner specified in rule 199 and the witness certifies that it was explained to the creditor or partner in the language known to him, and gives the creditor s or partner s name in English below the signature. Attendance and appearance of creditors and partners Attendance proceedings 201. (1) Save as otherwise provided or by an order of Tribunal, every person for the time being on the list of partners of the LLP and every creditor whose debt has been admitted by Liquidator wholly or in part shall be at liberty at his own expense to attend the proceedings before the Tribunal or before the Liquidator and shall be entitled upon payment of the costs occasioned thereby to have notice of all su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or retention accordingly. LLP s property to be surrendered to Liquidator on requisition 205. 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 or documents, books or papers which happen to be in his hands for the time being and to which the LLP is prima facie entitled. Where the person required to do so fails to comply with the notice, the Liquidator may apply to the Tribunal for appropriate orders. The notice shall be in Form No. 62. Monies due from partners in a winding up by the Tribunal including outstanding contribution, etc. Liquidator to realize unrealized contribution etc. 206. Notwithstanding any charge of encumbrance on the contribution, the Liquidator shall alone be entitled to recover from any partner, the obligation to contribute but not contributed or to realize the unrealized or outstanding contribution in respect of contracts for services to be pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 the matters in respect of which the examination is sought and the grounds, relied on in support of the summons. Directions at hearing of summons 211. Upon the hearing of the summons the Member may, if satisfied that there are grounds for making the order, make an order directing the issue of a summons against the person named in the order for his examination and/or for the production of documents. Unless the Member otherwise directs, the examination of such person shall be held in Chambers. The order shall be in Form No. 68. Examination on commission or by interrogation 212. The Tribunal may, if it thinks fit, instead of issuing a summons to any person for his appearance before the Tribunal for examination, issue a commission to any pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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. Order for public examination of partners, designated partners, officers etc. in connection with fraud etc. 216. (1) Where an order is made for the examination of any person or persons, the examination shall be held before the Member, the Member may direct that the whole or any part of the examination of any such person or persons, be held before any of the officers as may be mentioned in the order. Where the date of the examination has not been fixed by the order, the Liquidator shall take an appointment from the Member, or officer before whom the examination is to be held as to the date of the examination. The order directing a public examination shall be in Form No. 70. (2) The Member may, if he thinks fit, either in the order for examination or by any subsequent order, gi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xamined 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. Shorthand notes of examination under above rules 221. 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 before whom the evidence is taken shall nominate a person to take down the evidence and the costs, if any, occasioned thereby shall be paid out of the assets of the LLP. The shorthand note of the examination shall be transcribed and the transcript shall be read over to or by the person examined, and signed by him. Application by any person under examination for fraud, etc. to be exculpated 222. An application by any person ordered to be exculpated from any charges made or suggested against him, shall be made upon notice to the Liquiditor and to such other persons as the Tribunal may direct. Default in attending examination 223. (1) If any person who has been directed by the Tribunal to attend for examination fails to attend at the time and place appointed for holding or processing with the same and no good cause ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. A copy of the notice shall be filed with the Registrar of Tribunal two clear days before the day fixed for the hearing of the application. Application for disclaimer of onerous property 228. (1) An application for leave to disclaim any part of the property of a LLP shall be made by a summons supported by an affidavit setting out the full facts relating to the property, the parties interested and the nature of their interests, and stating whether the LLP is solvent and whether any notice has been served on the liquidator by any party requiring him to elect whether or not he will disclaim. (2) Form Nos. 76 to 76F shall be used in respect of the matters to which they relate with such variations as may be necessary. Preliminary hearing of the summons 229. The summons shall be posted before the Tribunal ex parte in the first instance for directions as to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty 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 delivered by way of compensation for such liability as aforesaid, or a trustee for him, and on such terms as the Tribunal thinks just; and on any such vesting order being made, the property comprised therein shall vest accordingly in the person therein named in that behalf without any conveyance or assignment for the purpose : Provided that, where property disclaimed is of a lease-hold nature, the Tribunal shall not make a vesting order in favour of any person claiming under the LLP, whether as under-lessee or as mortgagee or holder of a charge by way of demise, except upon the terms of making that person ( a ) subject to the same liabilities and obligations as those to which the LLP was subject under the lease in respect of the property at the commencement of the winding up; or ( b ) if the Tribunal thinks fit, subject only to the same liabilities and obligations as if the lease h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 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 proposed compromise or arrangement is beneficial to the LLP. The Tribunal may, if it thinks fit, direct notice of the application to be given to the Committee of Inspection, if there is one, and to such other person as it may think fit. Sales by the liquidators Sale to be subject to sanction and to confirmation by Tribunal 237. Unless the Tribunal otherwise orders, no property belonging to LLP which is being wound-up by the Tribunal shall be sold by the Liquidator without the previous sanction of the Tribunal, and every sale shall be subject to confirmation by the Tribunal and such order of confirmation or otherwise may be passed within sixty days of the filing of the report by the liquidator or the Provisional Liquidator, as the case may be. Procedure at sale 238. (1) Subject to the provisions of the Act and rules, every sale shall be held by the Liquidator by an agent or an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her 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. Form of order directing return of Assets 244. (1) Every order by which the Liquidator is authorized to make a return to partners of the LLP, shall, unless the Tribunal otherwise directs, contain or have appended thereto a list (which the Liquidator shall prepare) setting out in a tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money payable to each person, and particulars of the transfers of economic interest (if any) which have been made or the variations in the list of partners which have arisen since the date of the settlement of the list of partners and such other information as may be necessary to enable the return to be made. The list shall be in Form No. 85, with such variations as circumstances shall require and the Liquidator shall send a notice of return to each partner by ordinary post under certificate of posting in Form No. 86. (2) Payment may be sent either by registered post or any other mode as may be appropriate or as approved by the Tribunal a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lance in his hands as he has been directed by the Tribunal to deposit into the LLPs Liquidation Account. A copy of the order of dissolution shall, within thirty days from the date thereof, be forwarded by the Liquidator to the Registrar in Form No. 11 who shall make in his books a minute of the dissolution of the LLP. Along with the copy of the order shall be filed with the Registrar, a statement signed by the Liquidator that the directions of the Tribunal regarding the application of the balance as per his final account have been duly complied with. Explanation. In computing the period of thirty days from the date of the order, the requisite time for obtaining a certified copy of the order shall be excluded. Conclusion of winding up 249. The winding up of a LLP shall be deemed to be concluded, in the case of ( a ) an LLP wound up by order of the Tribunal, at the date on which the order dissolving the LLP has been reported by the Liquidator to the Registrar; ( b ) an LLP wound up voluntarily, at the date of the dissolution of the LLP, unless at such date any fund or assets of the LLP remain unclaimed or undistributed in the hands or under the control of the L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 from time to time. (2) In maintaining the registers and books mentioned in sub-rule (1), the Liquidator shall follow the instructions contained in the respective forms prescribed for the said books and registers and with such variations as may be necessary for the purpose of maintaining in the computer system or in digital format. The Central Government may review the Registers and modify the same from time to time. (3) The Liquidator shall, in addition to the Registers and Books under sub-rule (1), maintain such books as may be necessary for the proper and efficient working of his office such as Petty Cash Register, Correspondence Register, Dispatch Register, Daily Register of Money Orders and Cheques received, and so on, and shall also keep the necessary files of correspondence and of proceedings in respect of each LLP under liquidation in his charge. (4) Where the accounts of the LLP are incomplete, the Liquidator shall, with all convenient speed, as soon as th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Liquidator in consultation with the bank. Bills, cheques and securities to be deposited into bank 253. All bills, cheques, hundies notes and other securities of a like nature payable to the LLP or to the Liquidator thereof shall, as soon as they come into the hands of the Liquidator, be deposited by him with the Bank for the purpose of being presented for acceptance and payment or for payment only, as the case may be, and the proceeds when realised shall be credited by the Bank to the account of the Liquidator. Payments into Bank 254. Where the Tribunal makes an order directing any person to pay any money due to the LLP into the Public Account of India in the Reserve Bank of India or the designated Scheduled bank, instead of the Liquidator, the person so directed shall, at the time of making the payment, produce to the Bank a certified copy of the order or a payment in challan endorsed by the Liquidator under his signature. The money so paid shall be credited to the Liquidator s account into the Public Account of India or the designated Scheduled bank. The person making the payment shall give notice thereof to the Liquidator and produce before him the Bank receipt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... winding up order is made and the Official Liquidator acts as liquidator of a LLP, ( i ) upon the total assets, including unrealized or unrecovered contribution, interest on investments and rents from properties, realised or brought to credit by the Liquidator, after deducting sums on which fees are chargeable under clause ( c ) below and the amount spent out of the money received in carrying on the business of the LLP, upon each year s collections. On the first Rs. 1,00,000 or fraction thereof 4 per cent On the next Rs. 4,00,000 or fraction thereof 3 per cent On the next Rs. 5,00,000 or fraction thereof 2 per cent Above Rs. 10,00,000 1 per cent ( ii ) On the total amount distributed as distributable sum to the creditors or return of contribution or assets to the partners; ( c ) where the Official Liquidator realises property for secured creditors, on the amount realised for each secured creditor On the first Rs. 1,00,000 or fraction thereof 5 per cent On the next Rs. 4,00,000 or fraction thereof 3 per ce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... riority to the debts of the LLP. Investment of Surplus Funds Investment of moneys 258. All such money for the time being standing to the credit of the Liquidator at the Bank as is not immediately required for the purposes of winding up, shall be invested in Government securities or in interest bearing deposits in the designated Schedule bank, or, with the previous sanction of the Tribunal, in interest bearing deposits in any other Scheduled Bank, in the name of the Liquidator as Liquidator of the LLP to which the funds belong wherever beneficial to the liquidation : Provided that in the case of liquidator appointed from the panel, the Tribunal may direct investment of surplus fund in any other manner. Liquidator to examine the accounts for purposes of investment 259. The Liquidator shall, at the end of every three months, examine the account of each liquidation in his charge to ascertain what moneys are available for investment, and shall make an entry at the end of every three months in the Record Book relating to the LLP of his having examined the account for the purpose and of the decision taken by him regarding the investment, and in case he decides not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ility partnership and for the purpose of the audit, the liquidator shall furnish the auditor such information as the auditor may require : Provided that no such audit is required where the transaction during the period is for rupees fifty thousand or less. (2) Where the audit of the accounts is not required under this rule, the statements of accounts shall contain a declaration by the liquidator that the books and accounts are properly maintained and funds have been utilized only for the purpose of winding up of the affairs of the LLP. Auditors certificate to be filed 267. One copy of the statement of accounts along with the auditor s report shall be filed with the Tribunal forthwith. The Tribunal may at any time require the production of, and inspect, any books of account kept by the liquidator. Other copy of the statement along with the auditor s report shall be filed with the Registrar in Form No. 10 not later than 30th September. Audit fees 268. Audit fees on the gross amount brought to credit, including the unrealized or unrecovered contribution of the partners on partners interest on investments and rents from properties, but after deducting ( a ) the am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ff is necessary in any liquidation, he shall apply to the Tribunal for sanction, and the Tribunal may sanction such staff as it thinks fit on such salaries and allowances as to the Tribunal may seem appropriate. The special or additional staff shall be from ex-servicemen and in case of their non-availability , persons retired from Central Government, State Government, autonomous bodies of Central or State Governments and public sector undertakings. They shall be on contractual basis till dissolution of a particular LLP or for five years whichever is earlier. In case his services are availed for more than one LLP, contract shall terminate as aforesaid and fresh contract may be entered into for another LLP. Apportionment of expenses of common staff where Official Liquidator acts as Liquidator 273. Where any staff is employed to attend to the work of more than one liquidation, or any establishment or other charges are incurred for more than one liquidation, the expenses incurred on such staff and the common establishment and other charges, shall be apportioned by the Liquidator between the several liquidations concerned in such proportions as he may think fit, subject to the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p, whether any such voluntary winding up is or is not being continued under the supervision of the Tribunal. Declaration of solvency 276. The declaration of solvency to be made by the partners of a LLP in Form No. 2 with such variations as the circumstances may require. Statement to be laid before meeting of creditors 277. The statement of the assets and liabilities of the LLP to be laid before a meeting of creditors by a liquidator in a voluntary winding-up shall be in Form No. 4 with such variations, as may be necessary. LLP Liquidator in voluntary winding-up Notice of appointment of LLP liquidator 278. The notice of his appointment which every LLP liquidator is required to be published in the newspaper shall be in Form No. 90 and the notice of the appointment to be delivered to the Registrar shall be in Form No. 7. Security by LLP liquidator appointed by Tribunal 279. (1) Every LLP Liquidator appointed by the Tribunal shall, before entering upon his duties as a Liquidator of the LLP for which he is appointed, furnish security in such sum and in such manner as the Tribunal may direct. The cost of furnishing the required security shall be borne by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e LLP liquidator shall report to the Tribunal the result of the meetings and apply for appropriate orders of the Tribunal and the Tribunal may, upon such application, determine whether or not the resignation of the LLP liquidator shall be accepted, and may give such directions and make such orders as it considers necessary. (2) The LLP liquidator shall, along with his resignation, submit an account of his acts and dealings as liquidator and a statement as to the position of the liquidation, in a form in all respects similar to the statement specified under rule 56, commencing from the date when the last previous statement, if any, under the said section terminated, or from the date of his appointment as liquidator, whichever is later, and brought down to the date of his resignation. (3) The expenses of summoning meetings under sub-rule (1), and of the application to be made to the Tribunal, shall be part of the expenses of the liquidation. Duty of LLP liquidator upon resignation 284. Upon a LLP liquidator resigning or being released or removed from his office, he shall deliver over to the new LLP liquidator all books kept by him, and all other books, documents, papers a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l references in these rules to the Bank in a voluntary winding-up shall mean references to the Bank in which an account has been opened as aforesaid. Bills, cheques and securities to be deposited in Bank 287. All bills, cheques, hundies, notes and other securities of a like nature payable to the LLP or to the liquidator thereof shall, as soon as they come into the hands of the liquidator be deposited by him with the Bank for the purpose of being presented for acceptance and payment or for payment only, as the case may be, and the proceeds when realised shall be credited by the Bank to the account of the liquidator. Investment of surplus funds 288. (1) All such moneys for the time being standing to the credit of the liquidation account as is not immediately required for the purposes of the winding up, shall be invested by the LLP liquidator in Government securities or in interest bearing deposits in a Scheduled Bank. (2) Rules 258 to 262 of these Rules relating to investment shall apply mutatis mutandis to investments made by the LLP liquidator. Liquidator s statements under rule 56 289. In a voluntary winding-up or a winding-up under the supervision of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... final meeting of the LLP and the creditors in a voluntary winding-up, shall be in Form No. 59. The Accounts of the winding up to be laid by the LLP Liquidator before the said meeting or meetings shall be Form No. 9. Returns to Registrar 292. The returns to be made to the Registrar after final meeting and dissolution during voluntary winding up shall be in Form Nos. 10 and 11 respectively. Inspection by creditor or partner of statements filed by liquidator 293. Any partner or creditor, if any, of an LLP which is being wound up shall be entitled to inspect any of the statements filed with the liquidator on payment of a fee as prescribed in Annexure and to obtain a copy thereof or extract therefrom on payment of the prescribed charges as prescribed in Annexure. Audit of the liquidators account 294. The partners, in a meeting, and the creditors, if any of an LLP may, if and when they think fit, appoint an auditor to audit the accounts of the liquidator, and shall fix the fees to be paid to such auditor. Applications for stay of proceeding in the winding up 295. (1) An application shall be made by a summons, and notice of the application shall be given ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , cost and expenses as the Tribunal may allow to the liquidator in such voluntary winding up, shall, subject to any order of the Tribunal and to the rights of secured creditors if any, be liable to the following payments which shall be made in the following order of priority, namely : First - the costs of the petition including the costs of any person appearing on the petition, whose costs are allowed by the Tribunal; Next - fees to the liquidator appointed from the panel; Next - the necessary disbursements of the Liquidator other than expenses properly incurred in preserving, realizing or getting in the properties of the LLP: Next - the cost of any person properly employed by the Liquidators which may in the form of salary, perks etc. and cost incurred in engaging the services of professionals, advocates, experts etc.; Next - the fees to be credited to Government; Next - the actual out of pocket expenses necessarily incurred by the members of the Committee of Inspection, and sanctioned by the Tribunal. (2) Save as otherwise ordered by the Tribunal no payments in respect of bills of professionals, advocates, experts etc. shall be allowed out of the assets of the LLP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... City District State PIN Code Country 4. Date of Passing resolution 5. Number of Partners 6. Three-fourths majority of partners consented for voluntary winding up - Yes List of attachments (1) Copy of the resolution. (2) Copy of the Authority. (3) Optional attachment. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unsecured creditors 6. Contingent liabilities Total Total value of the assets (as per valuers report) Rs. ........... Total liabilities Rs. .............. Estimated surplus after paying debts in full Rs. ........... C. Remarks Signature Dated.... Designated partners of LLP Form No. 3 [ See clause ( a ) of sub-rule (2) of rule 7] 1. LLPIN 2. Name of the Limited Liability Partnership 3. Full address of the registered office of the Limited Liability Partnership Line 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... secured Loans ( c ) Short-term borrowings ( d ) Creditors/Trade Payables - Advance from customers ( e ) Other liabilities (to specify) ( f ) Provisions ( i ) for taxation ( ii ) for contingencies ( iii ) for insurance ( iv ) other provisions (if any) Total II Assets ( a ) Fixed Assets ( b ) Investments ( c ) Loans and Advances ( d ) Inventories ( e ) Debtors/Trade Receivables ( f ) Cash and Cash equivalents ( g ) Other assets (to specify) Total Notes: ( a ) Contingent liabilities not provided for. Dated........ Signatures Designated partners of LLP Form No. 5 [ See sub-rule (4) of rule 8] 1. LLPIN 2. Name of the Limited Liability Partnership 3. Full address of the registered office of the Limit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce: ................... Form No. 6 [ See sub-rule (8) of rule 10 sub-rule (7) of rule 29] *[Heading as in Form No. 16] *LLP Petition No. ..........of 20....... 1. LLPIN 2. Name of the Limited Liability Partnership 3. Name of LLP Liquidator or Liquidator 4. Address of LLP Liquidator or Liquidator 5. In pursuance of rule 10(6)/29(7 ) of the rules I hereby declare that there is no conflict of interest and not lack of independence in respect of my appointment Verification To the best of my knowledge and belief, the information given in the form is correct and complete. I have gone through the provisions of the Limited Liability Partnership Act, 2008, the rules framed thereunder. Signature............ Name................. Capacity............. (LLP Liquidator or Liquidator) Place: ......................... Date: .......................... Note: *Delete if not applicable; Form No. 7 [ See rules 12 and 278] 1. LLPIN 2. Name of the Limited Liability Partnership ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9. Name of LLP Liquidator Appointed as voluntary liquidator 10. Address of the LLP Liquidator Line 1 Line 2 City District State PIN Code Country Part B In case of change(s) of LLP Liquidator 11. In case of removal ( a ) Date of notice of Liquidator stating grounds of removal (DD/MM/YYYY) ( b ) Reasons for removal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other dues. (3) Amount realized. VII. Settlement of list of partners and distribution (1) Date of settlement of list. (2) Rate of return. (3) Date of distribution. VIII. Professionals and experts appointment (1) Name (s) of the professional/expert (2) Purpose of appointment (3) Amount of fee IX. Investigation into the affairs of LLP Date of submission of report to Tribunal. X. Legal proceedings instituted, concluded or pending for and against LLP XI. Expected date of submission of report for dissolution/causes for delay XII. Receipts and payments. Receipts Rupees Payments Rupees XIII. Remarks :- [Sd.] LLP Liquidator Dated this__________day of 20_____ FORM NO. 9 [ See rules 19 and 291] LLP Liquidator s final winding-up account in voluntary winding-up 1. Name of the LLP............ 2. LLPIN .............. 3. Date of commencement o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Rs. ....... have proved to be unrealisable: [Give details of the assets which have proved to be unrealizable] (2) Amount paid into the LLPs Liquidation Account in respect of: ( a ) Unclaimed distributable sums payable to creditors in the winding-up, Rs. .......... ( b ) Other unclaimed distributions in the winding-up, Rs. ........... ( c ) Moneys held by the LLP in trust in respect of distributable sums or other sums due before the commencement of the winding-up to any person as a partner of the LLP. Rs. .......... C. Explanations :- Declare that the above statement is true and contains a full and accurate account of the winding-up from the commencement to the close of the winding-up. Dated this...... day of 20....... (Sd.) LLP Liquidator Form No. 10 [ See rules 19(3)( a ), 56(2)( ii ), 121, 267 and 292] 1. Statement of Account or Final Account 2. LLPIN 3. Name of the Limited Liabili ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... artnership 3. Name and address of the LLP Liquidator or Liquidator Line 1 Line 2 City District State PIN Code Country 4. Date of passing of Order (DD/MM/YYYY) 5. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Number of debts barred by limitation and amount. IV. Settlement of creditors (1) Date of inviting claims. (2) Date of adjudication of claims. (3) Date of submission of list to the Tribunal. V. Declaration of distributable sum (1) Date of declaration. (2) Rate of distributable sum. (3) Date of distribution. VI. Professionals and experts appointment (1) Name of the professionals/experts (2) Purpose of appointment (3) Amount of fee VII. Cost of winding-up (item-wise details) VIII. Dues from partners (1) Amount of outstanding contribution. (2) Any other dues. (3) Amount realized. IX. Settlement of list of partners and distribution (1) Date of settlement of list. (2) Rate of return declared. (3) Date of distribution. X. Investigation into the affairs of LLP (fraudulent conduct of business, misfeasance, etc.) (1) Name and address of the investigator. (2) Date of appointment. (3) Date of submission of report to the Tribunal. XI. Legal proceedings instituted, concluded or pending for and against LLP. XII. Expected date of submission of report for dissolution ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the particulars in the statement of account and the attachments thereto, are true to the best of my knowledge and belief. *I declare that the value of total transactions during the period was Rs. Fifty thousand or less and that I acknowledge the responsibility for maintaining the books and records and further declare that the funds were utilized for the purposes of winding-up of affairs of the LLP. Dated this........... day of ....... 20......... (Sd.) LLP Liquidator/Liquidator Note : (1) *Delete if not applicable. (2) In case 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 LLP, he shall file an affidavit of no receipts or payments on the date on which he shall have to file his accounts for the period. Statement of Account Pursuant to rule 56 LIP Liquidator s/Liquidators Statement of Account from.......to........ Realisations Disbursements Date Of whom Nature Amount Date To whom Nature of Amount received of assets Rs. P. paid d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 1. Immovable property ( a ) Freehold property ( b ) Leasehold property 2. Plant and machinery 3. Furniture, fittings, etc. 4. Inventory 5. Other Assets ( b ) Assets not specifically mortgaged/pledged, etc. : ( i ) Total amount of the assets at the date of the commencement of the winding-up __________________________ ( ii ) Assets realized __________________________ ( iii ) Value of assets still to be realized __________________________ 2. Liabilities: Total Amount Amount amount paid outstanding due Rs. Rs. Rs. 1. Secured creditors including workmen dues. 2. C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Total Dated.....20...... Signature Attachment IV List of amounts paid or payable to partners Amount returned Number Name of partner Amount of Paid Unclaimed on list contribution Rs. Rs. 1 2 3 4 5 Total Dated....20..... Signature Attachment V Statement of unclaimed distributable sums and undistributed assets paid into the LLP Liquidation Account Serial Name and Amount of Date when Date of payment Remarks num- address of distributable payable or into LLP ber creditor or sum or refundable to Liquidation partner undistributed creditor or Account assets partner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sert the section of the Act or rule reference number or other provision of Law under which application is made Note : A summon which is an interlocutory application in a proceeding shall be served not less than 3 clear days before the date of hearing. In order cases, it shall be served not less than 10 days before the date fixed for hearing. Form No. 18 [ See rule 84] [Heading as in Form No. 16] LLP Petition No. ....... of 20 ........ Affidavit verifying petition I, ...........................,son/daughter of.....................aged..................residing at........................do solemnly affirm and say as follows : *1. I am partner/designated partner of...........................LLP (LLPIN........................), the petitioner in the above matter and am duly authorized by the said petitioner to make this affidavit on its behalf. 2. The statements made in paragraphs ........................ of the petition herein now shown to me and marked with the letter A are true to my knowledge, and the statements made in paragraphs .............................. are based on information, and I believe them to be true. Solemnly affirmed, etc. ...... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubstitute 4 days for 2 days. Form No. 21 [ See rule 90] [Heading as in Form No. 16] LLP Petition No. ........ of 20....... Notice of petition To ............................... Take notice that a petition under the Limited Liability Partnership Act, 2008 for............presented by.......on the......day of .....20...... was admitted on the.... day of....20... and that the said petition is fixed for hearing before the NCLT ........................ Bench on the ........ day of....20.... If you desire to support or oppose the petition at the hearing, you should give me notice thereof in writing so as to reach me not later than 2 days before the date fixed for the hearing of the petition, and appear at the hearing in person or by your authorized representative. If you wish to oppose the petition, the grounds of opposition or a copy of your affidavit should be furnished with your notice. A copy of the petition will be furnished to you if you require it on payment of the prescribed charges for the same/is enclosed herewith*. Date.......** (Signature).................................................................... (Authorised Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ....., at [place] at....o clock (or as the case may be). 4. [Where the service is by registered post] That I did on.... day, the .... day of.....20........, send by pre-paid registered post addressed to the said LLP at [here state registered office or place of business] [or addressed to (name and description) as directed by the Member or Registrar of Tribunal], a true copy of the above-mentioned petition, and the postal voucher and the acknowledgement received in respect of the same are annexed hereto. 5. The copy served is a copy of the said petition now produced and shown to me marked A . Solemnly affirmed, etc. Form No. 23 [ See sub-rule (2) of rule 93] [Heading as in Form No. 16] LLP Petition No. ......of 20 ........ Affidavit of service of petition/application on Liquidator In the matter of a petition/application, dated .... for.....I.......son/daughter ........of .................. aged.......residing at....do solemnly affirm and say as follows: That I did, on........, day, the .... day of.....20......, serve [name and description] the Liquidator of the above named LLP with a copy of the above-mentioned petition/application, dul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner above-named for the service of all notices, processes, etc., is that of his authorized representative Shri ...............at ............. 2. The LLP above-named, viz., ............... (hereinafter referred to as the LLP ) (LLPIN...........) was incorporated in the month of.......... 20......... under the LLP Act, 2008. 3. The registered office of the LLP is situate at............. 4. The business of the LLP is......................... 5. The names of partners and designated partners are as under: 6-7-8 [Here set out in numbered paragraphs, as may be necessary, the facts on which the petitioner relies in support of the petition. Where the petitioner is a LLP/partner/creditor/the Registrar/any person authorized by the Central Government/Central Government, the petition should state whether conditions stated under sub-rules (2) to (5) of rule 26 are satisfied. Where the LLP is being wound-up voluntarily, the facts showing that the voluntary winding-up, cannot be continued with due regard to the interests of the creditors or partners or both, should be set out. After setting out the facts conclude as follows ]: The petitioner, therefore, prays as follows: 1. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e in the premises as shall be just. Authorised Representative for the Petitioner Petitioner *Where the petitioner is an assignee of a debt due by the LLP, say so, and set out the particulars of the debt, the date of the assignment, whether notice of the assignment was given to the LLP and if so, the date of such notice. Form No. 28 [ See rule 101] [Heading as in Form No. 16] LLP Petition No. .........of 20........... Petition by LLP or partner(s) of LLP The petition of................ (name of the LLP/Partner(s) of LLP), the petitioner herein, showeth as follows: 1. The address of the petitioner above-named for the service of all notices, processes, etc., is that of his authorized representative Shri ..................at ................ 2. The LLP above-named, viz., ................ (hereinafter referred to as the LLP ) (LLPIN................) was incorporated in the month of..........20.....under the Limited Liability Partnership Act, 2008. 3. The registered office of the LLP is situate at................ 4. The business of the LLP is................ 5. The names of partners and designated partners are as under: 6. B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resentative, not less than 2 days before the date fixed for the hearing. Authorized Representative for Petitioner Form No. 30 [ See rule 111] [Heading as in Form No. 16] LLP Petition No. ........... of 20........ LLP Application No. ....... of.....20......... Before the Hon ble Member Mr. ................ Dated................ Order appointing Provisional Liquidator Upon the application of................, and upon hearing Shri................, authorized representative for the applicant, and Shri................ authorized representative for the LLP and upon reading the petition and affidavit filed the................day of ..........20...... and the affidavit of the applicant herein filed the ................day of.........20....... The NCLT................Bench doth appoint the................(State the name and address) to be Provisional Liquidator of the above-named LLP. And the NCLT................Bench doth hereby limit and restrict the powers of the said Provisional Liquidator to the following acts, that is to say, [here describe the acts which the Provisional Liquidator is authorized to do.] And the NCLT................Bench doth or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petition and the affidavit filed in support is herewith enclosed. Dated............... Registrar of Tribunal Note :- (1) It will be the duty of such of the persons named in rule 37 of the Rules to attend on the Liquidator at such time and place as he may appoint and to give him all informations he may require. (2) Copy of the statement of affairs submitted to the Tribunal in terms of rule 26(4) or 28(1) shall be enclosed. Form No. 33 [ See rule 116] [Heading as in Form No. 16] LLP Petition No. ...........of 20....... Before the Hon ble Member Mr. ................ Dated.................. Winding-up Order Upon the petition of................presented on the................ day of............... 20......upon hearing Shri ................ authorised representative for the petitioner, Shri ................ authorised representative for the creditors supporting the petition, Shri ................ authorised representative for the creditors opposing the petition, and Shri ................authorized representative for the LLP or partner(s), upon reading the said petition, the affidavit of Shri ................ filed the........... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ....................... ............................ Take notice that a winding-up order was made on the................day of................ 20.........[or by an order dated the................day of.........20...., I was appointed Provisional Liquidator of the above-named LLP] and that in pursuance of the provisions of the LLP Act, 2008, and the Rules made thereunder, I as the Liquidator or Provisional Liquidator of the said LLP, require you to submit to me, within 21* days from the date of the said winding-up order (or the said order appointing me as Provisional Liquidator) a statement of affairs in duplicate of the said LLP. Dated this..........day of ....20...... (Sd.) (Liquidator or Provisional Liquidator) *Where the time has been extended, the extended time should be substituted. Form No. 36 [ See rule 124] [Heading as in Form No. 16] LLP Petition No. ............. of 20....... LLP Application No. ..............of 20........ .............., Liquidator-Applicant Versus .................. - Respondents Before the Hon ble Member, Mr. ................ Dated.................... Order on application by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Before me. Commissioner of Oaths or Notary public Statement of affairs and lists to be annexed Statement as to the affairs of................... LLP (LLPIN .............. ), on the............day of.....20........., being the date of the petition or winding up order or order appointing Provisional Liquidator as the case may be showing assets at estimated realizable value and liabilities : (A)Assets I. Assets Book Estimated Due to Deficiency Estimated specifically value realizable secured ranking as Surplus mortgaged/pledged values creditors unsecured or having fixed and charge (excluding workmen floating charge) (as per list A ) Rs. Rs. Rs. Rs. Rs. Freehold Property Leasehold Pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ___________ Estimated balance of assets available for creditors having floating charge and unsecured creditors ___________ Creditors having floating charge (as per list D ) ___________ Estimated balance of assets available for unsecured creditors and unsecured balance of creditors partly secured on specific assets ___________ Unsecured Creditors, etc. (as per List E ) ___________ Estimated balance available to partners ___________ Claim of partners (as per List F ) ___________ Note:- Positive balance is treated as Surplus and negative balance is treated as Deficiency Signature Dated..............20.......... List A to the Statement of Affairs Schedule I Assets specifically mortgaged, pledged or having fixed charge (excluding floating charge) and creditors including workmen, fully or partly secured Particulars of Date when Estimated Name Amount Workmen assets security value of and of debt dues specifically given security ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Property Leasehold Property Plant Machinery Furniture, fittings, etc. Intangible Assets Other Assets (to specify) Outstanding contribution of the partners Signature Dated..........20............ Schedule II Balance at Bank Name and address of the bank Bank balance Rs. Nature of the account (FD/SB/CA) Account No./ F.D. No. Person in whose custody the F.D. is lying Name and address of the officer of the LLP who operated the account Signature Dated..........20............ Schedule III Cash in Hand Amount Person in whose custody the cash is lying Person who was handling the cash in the LLP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plant and machinery Furniture and fittings, etc. Signature Dated..........20............ Schedule IX Outstanding Contribution of the Partners Name and address of the partner Amount outstanding Nature of the contribution Since when outstanding Any obligation Signature Dated..........20............ List C to the Statement of Affairs Preferential Creditors No. Name of creditor Address occupation Nature of claim Period during which claim accrued due Date when due Amount of claim Amount payable in full Balance not preferential carried to List D Signature Dated..........20........ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ... of 20...... Affidavit of concurrence in statement of affairs I/We ....[name(s), description(s), etc., of authorized Partners, in case LLP is Petitioner and name of Partner in case the petitioner is partner/(s)] do solemnly affirm and say as follows : That I/We have perused the statement of affairs lodged herein by ..... and that to the best of my/our information, knowledge and belief, such statement contains a full and accurate account of the LLP affairs [except as stated below]. [Here state, if necessary, in what respect, if any, the statement of affairs is not concurred in.] Solemnly affirmed etc. .................... Signature of deponent Commissioner for Oaths or Notary public Form No. 39 [ See rule 127] [Heading as in Form No. 16] LLP Petition No. ....... of 20...... Certificate extending time for statement of affairs I,......... the Liquidator, do hereby certify that I have, under the powers given to me by rule 127 extended the time for submitting the statement of affairs of the LLP required of..... (here mention the name and description of person who is to submit the statement), from the ............... day ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... partners Gross Assets Rs. Gross realizable value of assets specifically mortgaged/pledged/having fixed charge ________________ Other assets ________________ Gross Assets ________________ (B) Liabilities Gross Liabilities ________________ Secured creditors including workmen dues ________________ Preferential creditors ________________ Creditors having floating charge ________________ Unsecured creditor and contingent liabilities ________________ Gross liabilities Description of Assets Specifically mortgaged/pledged, etc. Assets Location address description Area Holder of the title person in whose custody the title deeds are lying Amount Freehold property Leasehold property Plant and machinery Furniture and fittings Inventories etc. Des ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ........... Liquidator *If the number of creditors does not exceed 100 individuals, the advertisement in newspaper may be dispensed with. In such cases, individual notices may be given. Form No. 42 [ See sub-rule (4) of rule 138] [Heading as in Form No. 16] LLP Petition No. ........ of 20........ Notice to creditor to prove his debt To .......................... .......................... You are hereby required to submit proof of your debt or claim against the said LLP by delivering at the office of the Liquidator of the NCLT ........ Bench on or before the...... day of...... 20 ......... or sending to the Liquidator by post so as to reach him no later than the said date, your affidavit of proof in the prescribed form with your name, address and particulars of claim and any title to priority you may claim under Limited Liability Partnership Act, 2008. If you fail to submit your affidavit of proof within the time limited as aforesaid, you will be excluded from the benefit of any distribution of distributable sum before your debt is proved, or as the case may be, from objecting to such distribution. If so required by notice in wri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or received any manner of satisfaction or security whatsoever, save and except the following : [here state the particulars of all securities held, and where the securities are on the property of the LLP, assess the value of the same, and if any bills or other negotiable securities be held specify them in the schedule.] [If the claim is made as a preferential claim, say so and set out the grounds on which the preference is claimed.] Schedule Date Nature of the account Description (e.g., invoice number, cheques or DD Number and name and address of the Bank) Amount Due Date Remarks Credit should be given for contra accounts. Details of contra accounts. Solemnly affirmed at ...........on.........day..........the.......day of ... ...20...... Before me ......................... Deponents Signature Notes : 1. Where the affidavit is not by the creditor, but by some person authorized by him, the deponent should state in a separate paragraph his authority for making the affidavit and the means of his knowledge, and suitable alternat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ..................................... Deponent s signature Form No. 46 [ See rule 147] [Heading as in Form No. 16] LLP Petition No. ......... of 20 ............... Notice to a creditor to attend the investigation or produce further evidence To .......................... .......................... Take notice that pursuant to rule 147 you are hereby required to attend before the Liquidator of the NCLT........................Bench at his office in person or by authorized representative on......day, the ......day of.....20......... at o clock for the investigation of your debt or claim against the above-named LLP and furnish further evidence in support of your proof against the above-named LLP. The further evidence required is as follows.................. ............................................................................................................................................................................................ And take further notice that unless the above evidence is produced to the Liquidator on or before the said date, your said proof is liable to the rejected. *Dated this.......day of.......20....... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tted by me in full or in part, and the amounts admitted altogether amount to Rs. ....... In the second part are set out the claims which have been wholly rejected by me. First Part Debts and Claims admitted wholly or in Part Serial Name, address and Amount Amount Whether admitted No. description of Claimed Admitted as secured creditor including workmen or preferential or floating charge or unsecured Second Part Claims which have been wholly rejected Serial No. Name, address and description of creditor Amount of claim Dated this ........day of.....20.... Sd/- ............ Liquidator Form No. 50 [ See rule 160] [Heading as in Form No. 16] LLP Petition No. ........ of 20...... Provisional List of Partners ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess may be notified by giving notice by post before the date fixed for the settlement of the list. Form No. 52 [ See rule 163] [Heading as in Form No. 16] LLP Petition No. ...........of 20......... Certificate of final settlement of the list of Partners Pursuant to the Limited Liability Partnership Act, 2008 and the rules made thereunder, I..................... the undersigned, being the Liquidator of the above-named LLP hereby certify that the result of the settlement of the list of partners of the above-named LLP so far as the said list has been settled up to the date of this certificate is as follows : Serial No. Name and Address Form/ Nature of contribution Amount of contribution Contribution 1 2 3 4 5 Amount of contribution up to the date of commencement of winding-up Amount contributed after the date of commencement of winding-up Total Outstanding contribution 6 Amount of contribution outstanding up to the date of commencement of winding up Amount of contribution ou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidators (or NCLT...............Bench) certificate finally settling that same be varied by excluding the name of the said Sh. ..................... from the said list of partners or by including the name of the said Sh.......... as a partner in the said list for....... amount of contribution and for amount of outstanding contribution. Dated.......... this.....day of.........20......... (by NCLT.............Bench) Registrar of Tribunal Form No. 55 Form of advertisement [ See sub-rule (4) of rule 170] [Heading as in Form No. 16] LLP Petition No. ........ of 20....... Notice of meetings of creditors and partners under rule 170 Notice is hereby given that 1. A meeting of the creditors of the above-named LLP will be held at ......(place) on.........day, the ..........day of....20......... at ......o clock to determine whether or not a Committee of Inspection shall be appointed to act with the Liquidator and who are to be the members of the Committee if one is appointed. Note: To entitle a creditor to vote at the meeting of creditors aforesaid, his proof must be lodged with the Liquidator not later than.........o clock on the day of.....20...... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the partners of the above-named LLP will be held at..............(place) on.............. day the...... day....... of 20................ at o clock for the purpose mentioned below : Agenda To consider the decision to be taken at a meeting of the creditors of the said LLP to be held on the day.............. of .........20......, for determining whether or not a Committee of Inspection shall be appointed to act with the liquidator, and who are to be the members of the Committee if one is appointed, and to express the views of the partners on the said matters. The LLP s statement of affairs has not been lodged or has been lodged and may be inspected at the office of the Liquidator during office hours on payment of the prescribed fee. Forms of proof and of general and special proxies are enclosed herewith. Proxies to be used at the meeting must be lodged with the Liquidator at his office not later than............o clock on the day of...........20......... Dated this ............ day of ......20.... ................... Liquidator Form No. 55C Form of Individual notice [ See sub-rule (4) of rule 170] *[Heading as in Form No. 16] *LLP Petition No. ... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat I did on the.........day of....20..... send to each creditor or partner mentioned in the LLP s statement of affairs a notice of the time and place of the (respective) meeting(s) of creditors or partners. 2. That the notices for creditors were addressed to the said creditors respectively according to their respective names and addresses appearing either in their proofs or in the statement of affairs or to the last known addresses of such creditors and that the notices for partners were addresses of the partners respectively according to their respective names and addresses appearing in the statement of affairs or to the last known addresses of such partners. 3. That I further sent to each of the officers of the LLP as mentioned in the statement attached, at his respective address a notice of the time and place of the (respective) meeting(s) of creditors or partners. 4. That I sent the notices by putting the same pre-paid into the post office at.................. on............. 5. That the notice was also advertised in (here set out the newspapers) dated............. ............... Deponent Solemnly affirmed Form No. 58 [ See rule 175] [Heading as in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors................ Partners........... No. Amount Votes No. Amount Votes .................. Liquidator Dated this .............. day of...............20......... Note: The report of the result of meetings is required to be sent to Registrar of Tribunal within seven days of conclusion of the meeting by the Chairman. Form No. 60 [ See sub-rule (2) of rule 190] [Heading as in Form No. 16] LLP Petition No. ...........of 20..... List of Creditors or Partners present at a meeting Meeting held at.........this...........day of......20......... Consecutive Number Name of creditor or Partner present or represented Amount of proof or amount of contribution by each partner In person By proxies 1 2 3 4 5 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r duly authorized in that behalf and the fact that he is so authorized must be stated. 3. The proxy form when signed must be lodged with the Liquidator within the time mentioned in the notice convening the meeting at which it is to be used. 4. Where the person giving proxy wishes to give instructions regarding voting on any amendments that may be moved or as the case may be, such instructions may be noted in the proxy if so desired. Form No. 62 [ See rule 205] [Heading as in Form No. 16] LLP Petition No. ...........of 20....... Notice by Liquidator requiring payment of money or delivery of property books, etc. to the Liquidator I, the undersigned, the Liquidator of the above-named LLP, hereby require you, the under-mentioned................ (name of person to whom notice is addressed) to pay to me (or deliver, convey, surrender, transfer to or into my hands) at my office the sum of Rs. ......................being the amount appearing to be due from you on your account with the said LLP [or any money, property*, books or papers] now in your hands and to which the said LLP is entitled [or otherwise, as the case may be]. Dated this............ day of........ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ition No. .............of 20.......... LLP Application No. ..............of 20.......... Liquidator Applicant Affidavit in support of application for payment I, Shri................. Liquidator of the above-named LLP, solemnly affirm and say as follows : 1. The partners of the said LLP whose names are set forth in the schedule to the summons herein marked A have not paid the sums set opposite their respective names in the said schedule, which sums are the amounts due from them. 2. A notice in the prescribed form specifying the amount due from each of the said partners were duly served by registered post or..................(or as the case may be) on such partners respectively. 3. The respective amounts set opposite the names of such partners respectively in the fifth column of the said schedule are the true amounts due and owing by them respectively in respect of............... Solemnly affirmed etc. Liquidator Form No. 66 [ See rule 208] [Heading as in Form No. 16] LLP Petition No. ............of 20....... LLP Application No. .............of 20...... Liquidator Applicant Before the Hon ble Member Mr. ................ Dated. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... leave to examine person(s) Let all parties concerned attend the Member in Chambers on........day the........day of..........20........., on the hearing of an application of the Liquidator of the above LLP (or as the case may be) for an order............. [Here insert the name(s) of the person(s) to be examined] be examined by the NCLT............... Bench respecting [the property (or books and papers) of the LLP in his (their) possession or his (their) indebtedness to the LLP or the promotion, formation, trade dealings, property, books or papers or affairs of the LLP] [and/or for the production of all books, papers, writings and documents in his (their) custody or to extend corporation in discovery and delivery of property, assets, books, etc., or power relating to the said LLP] and that a date be fixed for such examination and summons be issued to the said person(s) for his (their) appearance on the date fixed and that all necessary directions may be given in the said matter. (Omit what is not required). Dated this............day of.......20............. Liquidator Registrar of Tribunal Form No. 68 [ See rule 211] [Heading as in Form No. 16] LLP Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Summons to witness for examination To ......................... ......................... Whereas by an order of the NCLT................. Bench dated the ................day of ....... 20....... made herein, it was ordered that you.............. (name and description) be examined touching the affairs of the above-named LLP (or as the case may be), you are hereby required to attend the NCLT................... Bench before the Member in Chambers on........day the..............day of.....20.............at........ o clock to be examined as aforesaid; And you, the said.................. are hereby required to bring with you and produce at the time and place aforesaid the (here give the description of the property or document, etc.) and other documents in your custody or information or power in any way relating or belonging to the LLP. If you fail to attend at the said place and time, having no lawful impediment to be then made known to the Member and allowed by him, the Member may by warrant cause you to be apprehended and brought up for examination. A sum of Rs. ............ is herewith tendered or sent separately by Demand Draft for your expenses in connection with the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the NCLT............. Bench and by publicly examined as to the promotion or formation of the LLP and/or as to the conduct of the business of the LLP, and/or as to your conduct, dealings as (here insert, partners, designated partners or officer, as the case may be); And Whereas it has been directed that the said examination be held before the Member [or the NCLT............. Bench has directed that the said examination be held before (here mention the officer) before whom the examination has been directed to be held] and whereas.......... day the............ day of........20...... at.......... o clock has been fixed as the time for holding the said examination before the Member (or officer as the case may be). Notice is hereby given that you are required to attend at the said time and place and at any adjournments of the examination which may be ordered, and to bring with you and produce all books, papers, and writings and other documents in your custody or power in any way relating to the above-named LLP. And take further notice that if you fail, without reasonable excuse, to attend at the said time and place and at any adjournments of the said public examination, a warrant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g., that the LLP continued to trade and to obtain goods on credit and to incur other liabilities without any means or prospect of being able to pay or provide for payment thereof,) and that the respondents as the...... of the LLP were knowingly parties to the carrying on of the business of the said LLP in the manner aforesaid. 2. A declaration that the respondents.......... (Names).......... shall be personally responsible, without any limitation of liability, for all the debts or other liabilities of the LLP. 3. A declaration that the said respondents are jointly and severally liable to pay to the Liquidator sums amounting to Rs. ............ being the amount of debts owing by the LLP in respect of goods supplied to or services rendered to or other liabilities incurred by the said LLP during the period aforesaid or such part of the said sums as to the NCLT............. Bench shall seem fit after due inquiry. 4. An order for payment to the Liquidator by the said respondents of the said sum of Rs. .........or such other sum as to the NCLT.............. Bench shall seem fit. 5. An order that for the purpose of giving effect to the foregoing declaration, the liability of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the assets of the said LLP by way of compensation for such misfeasance and breach of the trust as aforesaid. 3. An order that the respondents do jointly and severally contribute to the assets of the said LLP and do pay to the Liquidator or the said LLP all such sums as they may be found liable to contribute to such assets together with interest on such sums at the rate of.............. per cent per annum as from the several dates when the said sums were respectively wrongfully paid away until the date of replacement. 4. An order that the said respondents do pay the costs of and incidental to the application. 5. Such other order as in the premises, the NCLT.............. Bench shall think fit to make. Dated this...........day of.....20..... Registrar of Tribunal Authorized representative for applicant [This summons was taken out by Shri.................. authorised representative for the applicant] To ....................... .......................(Respondent) Note : If you do not attend, either in person or by your authorized representative, at the time and place above-mentioned, such order will be made and proceedings taken as the Registrar may think j ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... feasance or breach of trust committed by each of the respondents and the amounts which they are jointly and severally liable to make good to the LLP in consequence of such misfeasance or breach of trust]. And the Liquidator/Sh................, the applicant claims : (1) A declaration that the respondents and each of them as past or present partners.........or, as the case may be, as aforesaid have been guilty of misfeasance and breach of trust in relation to the LLP as aforesaid. (2) An order that the respondents and each of them do repay to the Liquidator of the said LLP the said sum, together with interest at the rate of....... per cent per annum from .........20..... down to the date of payment. (3) Costs. (4) Further or other relief. Applicant Delivered the ..... day of..... 20.......by........ Form No. 76 [ See sub-rule (2) of rule 228] [Heading as in Form No. 16] LLP Petition No. ..........of 20....... Notice to Liquidator or LLP Liquidator to elect whether he will disclaim I, the undersigned give you notice that the above-named LLP was, at the time of the making of the winding-up order herein [or at the time of the passing of the resol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... [here specify the property, lease or contract, etc., and the interest of the LLP therein to be disclaimed, with short particulars thereof]. Dated this..........day of..........20........ Liquidator or LLP Liquidator Registrar of Tribunal This summons as taken out by the Liquidator or LLP Liquidator of the above-named LLP. To (Insert names of persons to be served, if any) Form No. 76C [ See sub-rule (2) of rule 228] [Heading as in Form No. 16] LLP Petition No. ........ of 20.... Before the Hon ble Member Mr. .............. (or as the case may be) Order extending time for disclaimer Upon the application of, etc. It is ordered that the applicant, as such Liquidator or LLP Liquidator, be and is hereby allowed a further period of........days from the.........., 20..........., within which he may give notice to..........of his intention to apply to the Tribunal for leave to disclaim the [here specify the property, lease, contract, etc., with short particulars and the interest of the LLP therein which is to be disclaimed]. Dated this..........day of..........20........ (By the Tribunal) Registrar Form No. 76D [ See sub-rule (2) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LP all that (specify shortly the premises leased and the rent, mentioning any special covenants). The said lease* is now produced and shown to me marked A . 3. The premises so demised to the LLP were used by them for the purposes of (specify what) but have not been occupied or used by the LLP since the month of ........20....... (etc., as the case may be) nor are there any goods and chattels of the LLP thereon. 4. I have/have not endeavoured to sell the said lease. Having regard to the rent payable and the terms thereof, the lease is not a profitable one. I have/have not entered into possession of the premises thereby demised or exercised any act of ownership in relation thereto (or as the case may be). 5. The said lease is of no benefit to the LLP, its creditors or partners, and to the best of my knowledge, information and belief there are no persons interested in the said lease except the LLP and the lessors as aforesaid (or, as the case may be, and state any advantages sought to be attained by the disclaimer, how it would affect other people, etc.). 6. (If the disclaimer is out of time, facts in explanation on which the Tribunal may be properly asked to extend the tim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... P Application No. .............. of 20...... Liquidator or LLP Liquidator of the said LLP Applicant Before the Hon ble Member Shri......... Order giving leave to disclaim Upon the application by summons dated.....20.......of the Liquidator or LLP Liquidator of the above-named LLP and upon hearing the applicant in person (or Shri .....authorized representative for the applicant and the authorized representative for.......(party interested) or no one appearing for or on behalf of ...........a party interested although he has been duly served with notice of the said application pursuant to the directions of the Tribunal as appears by the affidavit of..... filed on......20......., and upon reading the order to wind-up the said LLP dated the.....20......, or on pursuing the resolution of the LLP for voluntary winding-up dated....20...... the affidavit of ....filed the .....20....., and the affidavit of..... filed the......20......., and the exhibits in the said affidavits respectively referred to (Exhibit.........to the first mentioned affidavit being the contract or lease or as the case may be)* It is ordered that the Liquidator or LLP Liquidator of the said LLP, the appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as filed in NCLT........Bench on the ......... day of ...... 20....... Liquidator/LLP Liquidator *Form to be suitably altered in the case of property other than lease. Form No. 81 [ See rule 234] [Heading as in Form No. 16] LLP Petition No. ... of 20....... LLP Application No. .......... of 20........ Sh. ........ ................................ Applicant Sh. ........ ................................ Respondent Order requiring parties interested in disclaimed lease to apply for vesting order or to be excluded from all interest in the leasehold premises 1. Whereas it appears by the affidavit of..... and the affidavit of..... filed respectively in the above matter on......20........, and ........... 20....., that : ( a ) By a lease dated the ....20....., and made between Sh........the applicant herein of the one part and the above-named LLP (hereinafter called the LLP ) of the other part, the premises comprising ....... (give particulars) were demised unto the LLP for a term of..... years from......20......at a rental of Rs. ........ per annum (or per mensem); ( b ) By a sub-lease dated the .....20......, made between the LLP of the one par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the NCLT.......Bench) Registrar of Tribunal *If different parts have been sub-leased to different persons, repeat the provision to cover all such sub-leases. Form No. 81A [ See rule 234] [Heading as in Form No. 16] LLP Petition No. ....... of 20..... LLP Application No. ....... of 20..... Sh........ ................................ Applicant Sh........ ................................ Respondent Before the Hon ble Member Mr. ........... Dated.............. Order vesting lease and excluding persons who have not elected (1) to (4) as in Form No. 81 5. And whereas upon the hearing of this application by summons of the said Sh........, the applicant, for an order that the respondent Sh........., do elect whether or not he will take a vesting order of the disclaimed property comprised in the said lease, the NCLT..........Bench on ........20........., ordered that unless the said respondent Sh.......within 14 days after the service of the said order on him applied for a vesting order of the said lease subject to the conditions mentioned in the said order, the said respondent, Sh......... be excluded from all interest in and security upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no 16] LLP Petition No. ..... of 20..... Notice of distributable sum (Please bring this distributable sum notice with you) Distributable sum of ....... (in rupees) To .............(Name) .............(Address) Take notice that a *.......distributable sum of......... (in rupees) has been declared. The amount payable to you is Rs. ........ and the same will be payable at my office on the .........day of......... 20......, and on the subsequent working days up to the.......day of.......20.... between the hours of......... If you desire the distributable sum to be paid to some other person, you may sign and lodge with the Liquidator an authority in the prescribed Form (Form No. 84). If you do not attend personally you must fill up and sign the enclosed form of Receipt and Authority. Dated at .....this.... day of....20...... Liquidator *Insert here first or second or final as the case may be. Enclosures: Receipt [Heading as in Form No. 16] Address: Date: Received from the Liquidator of the above LLP the sum of Rs. ....... being the amount payable to me/us in respect of the .......distributable sum of........(in the rupee). Rs... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ........... Notice is hereby given that a return of Rs. ...... per........ Rupees of contribution by partner has been declared. The amount payable to you is Rs. ....... and the same will be payable at my office on the......... day of...... 20....... and the subsequent working days up to the ...... day of .....20... between the hours of........... If you do not attend personally you must forward this notice and fill up and sign the enclosed forms of receipt and authority for delivery. Dated............. Liquidator Note : The receipt should be signed by the partner personally, and in the case of a body corporate by an officer of LLP so described. Enclosures: (1) Receipt [Heading as in Form No. 16] Received from the Liquidator of the above LLP the sum of Rs. ...........being the amount payable to me/us in respect of the return of Rs. ...... per ...... rupees of contributions by partners in the above LLP. Rs. ....... .......................................................... Dated (Signature/Signatures) .............. Address (2) Authority for delivery [Heading ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... misfeasance, etc. 16 17 18 19 20 21 22 Dates of deposits of unclaimed distributable sums or undistributed assets into LLP Liquidation Account Date of submission of report for dissolution and Date of order Date of filing the order of dissolution with the Registrar Date of deposit into the general revenue account of Central Government of unclaimed distributable sums or undistributed assets Remarks 23 24 25 26 27 Form No. 87A [ See sub-rule (1) of rule 251] Central Cash Book (Cash book of the Liquidator) Receipts Date Name of the LLP Particulars Number of Receipts Amount Cash Bank 1 2 3 4 5 6 Payments Date Name of the LLP Particulars Number of voucher ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions : A General Ledger should be maintained for each LLP with such heads of account as the Liquidator may think necessary and appropriate, like property account, investment account, book debts, debtors, etc. Form No. 87D [ See sub-rule (1) of rule 251] Cashier s Cash Book Date Particulars Amount received Amount paid Balance 1 2 3 4 5 Opening Balance Closing Balance Instructions : 1. The opening and closing balances should be struck for each day. 2. Under Particulars it should be shown by whom or to whom and on what account the payment is made. Form No. 87E [ See sub-rule (1) of rule 251] Bank Ledger Liquidator s account with Bank Date Particulars Deposits Withdrawals Balance Cheque/DD/ cash Rs. Cheque Number Rs. Rs. 1 2 3 4 5 6 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enancy : 4. Period of tenancy : 5. Rent (monthly or annual) : 6. Special terms, if any : 7. Arrears on date of taking charge of property : 8. Advance received, if any : 20.... Demand Realization Balance Remarks Month Amount Date Amount Amount Rs. P. Rs. P. Rs. P. 1 2 3 4 5 6 January February Etc. Form No. 87J [ See sub-rule (1) of rule 251] Suits Register LLP Petition No. ...... of 20.... Name of LLP ......... (in Liquidation) LLPIN ............................... Serial Number Name and address of party Amount of Claim Date of filing 1 2 3 4 Date of decree or final order Nature of relief granted Amount decreed Remar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Serial Name and Amount Amount Whether secured Number address of claimed admitted (including workmen) or Creditor preferential or floating charge or unsecured creditors 1 2 3 4 5 Distributable sum declared and paid Rate Amount Date of Mode of Remarks payment payment 6 7 8 9 10 Instructions : 1. Only claims admitted either wholly or in part should be entered in this Register. 2. The table on top should be reserved for claims and the page on the bottom for Distributable sums. Form No. 87N [ See sub-rule (1) of rule 251] Partners Ledger/Return of assets to partner LLP Petition No. .. ..of ...2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame of LLP....... (in liquidation) LLPIN .......... Serial Number Description of document Date of receipt From whom received How disposed of Remarks 1 2 3 4 5 6 Instruction : All documents of title like title-deeds, etc., should be entered in this Register. Form No. 87S [ See sub-rule (1) rule 251] Books Register LLP Petition No. ....of ...20.......... Name of LLP ..... (in liquidation) LLPIN .......... Date From whom received Description of books including files How disposed of Remarks 1 2 3 4 5 Instruction : In this Register there should be entered all books and files of the LLP which come into the hands of the Liquidator. In case a detail inventory of the books and records is prepared, no such entries are required in the register. However, an endorsement to the effect should be made in the register. Form N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce at Bank (Trading account for the period, if any, to be attached) Subject to the directions of the Tribunal, it is proposed to pay the balance shown as above into the LLPs Liquidation Account. ( ii ) Assets Realized Assets on the date of winding up order Estimated Amount to be realized Amount realized Remarks Balance at Bank Cash in hand Investments Debtors/Trade receivables Loans Advances Inventories Freehold Property Leasehold Property Plant Machinery Furniture, fittings, etc. Intangible Assets Other Assets (to specify) Outstanding contribution of the partners ( iii ) Assets which are unrealizable and should be written off: (Give particulars and state reasons why they c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated..... Liquidator FORM NO. 90 [ See rule 278] Limited Liability Partnership Act, 2008 Voluntary Winding-up Notice of appointment of LLP liquidator Name of LLP : LLPIN : Nature of business : Address of Registered Office : Date of passing of resolution of partners : Date of consent of creditors : Name and address of LLP Liquidator : Date of appointment : By whom appointed : [Sd/-] Name..... LLP Liquidator.......... FORM NO. 91 [ See rule 296] Name of the LLP LLPIN Nature of the proceeding Date of commencement of winding-up Date of payment into the LLPs Liquidation Account I. Particulars of the unclaimed distributable sums paid into the LLPs Liquidation Account. Number on list of creditors Name of the creditor to whom the distributable sum is due Last known address of creditor Date of declaration and rate of distributable sum Total amount of distributable sum payable Last date when payable Amount paid into LLPs Liquidation account Remarks Date Rate 1 2 3 4 5 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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