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TMI Blog2019 (9) TMI 1162X X X X Extracts X X X X X X X X Extracts X X X X ..... H/2017 against the Registrar of Companies, Maharashtra, Mumbai (Appellant herein) under Section 56 of Limited Liability Partnership Act, 2008 (for short 'the Act') before the National Company Law Tribunal, Mumbai Bench (for short 'the Tribunal') praying for liberty to allow them to remove the objections and file a fresh Form - 3 without penalties besides allowing them to file their Form - 8 and Form - 11. The Tribunal, after consideration of the matter, allowed the petition in terms of the impugned order dated 6th September, 2018 holding that there was no willful negligence on the part of Respondents herein, particularly, when they had been filing their Form - 8 and Form - 11 till year 2015-16 without any objection from the Appellant herein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry of Corporate Affairs whereas Form 11 and 8 submitted by the Respondents were accepted by the Appellant. However, Form - 8 for the financial year 2015-16 was not accepted on the pretext that the Form could not be filed until Form - 3 for the initial agreement was filed despite the fact that Form - 3 had been filed way back in 2012 and Forms - 8 and 11 were accepted from 2012 to 2016 without raising any objection with respect to Form No. 3. Later the Respondents came to know that the Form - 3 filed earlier was not taken on record. The objection in this regard came to the knowledge of Respondents only after filing RTI. It became known that there were some objections to the Form - 3 already filed which were to be rectified but since the same ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompliance relating to conversion of Private Companies into LLPs, the learned Tribunal observed as under:- "13.1 As far as the question of applicability of Section 56 of LLP Act, 2008 is concerned, this Section prescribes conversion from private company into limited liability partnership. Next is Section 58 of LLP Act, which prescribes registration and effect of conversion. Both these Sections are providing a procedure for such conversion from Company to LLP, therefore, required to comply certain formalities of submission of requisite forms. It is not a case of non-submissions but a case of confusion in filing, that too due to change in the procedure originally prescribed. Under these circumstances, it is not justifiable to doubt the bonaf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce of its counsel on 6th September, 2018. The certified true copy issued free of cost accompanying the memo of appeal has been issued on 15th October, 2018. The appeal has been preferred on 4th January, 2019. Condonation of delay is sought on the ground that the impugned order was brought to the knowledge of the Appellant through the letter of Respondents dated 28th September, 2018 but the appeal could not be preferred within the period of limitation. The Appellant admittedly was a party to the proceedings in the Company Petition before the Tribunal and the order was pronounced in presence of its counsel which clearly emerges from the impugned order. Therefore, knowledge has ordinarily to be reckoned from the date of the order as the Appell ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... delay application about a reasonable cause/ sufficient ground justifying Condonation of delay, there would be no justification to condone the delay. The appeal on this count is held to be not maintainable. 5. Assuming for the sake of argument but not holding that the appeal is maintainable, be it seen that the Appellant has no case on merit either. Admittedly, the Respondents complied with the procedure as was in vogue when the Respondents were converted from Private Companies into LLPs. Admittedly, Form-3 was accepted and no defects therein were communicated to the Respondents for rectification. This was followed by filing of Form Nos. 8 and 11 which were accepted without demur from 2012 to 2016. It is indisputable as also not controverte ..... X X X X Extracts X X X X X X X X Extracts X X X X
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