TaxTMI 
TaxTMI 
Application of Certain Provisions of Companies Act, 1956 to Limited Liability Partnerships with modifications
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.... modifications :- Modifications (i) (a) For the word "company" occurring in any of the aforesaid provisions of the Companies Act, 1956, the words "limited liability partnership" shall be substituted; (b) for the word "articles" occurring in any of the aforesaid provisions of the Companies Act, 1956, the words "limited liability partnership agreement" shall be substituted; (c) for the word "director" occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in section 544), the words "designated partners" shall be substituted; (d) for the word "promoter" or "member" or "contributory" occurring in any of the aforesaid provisions of the Companies Act, 1956, the word "partner" shall be substituted; (e) for the word "Court" occurring in any of the aforesaid provisions of the Companies Act, 1956 (except in sub-section (5A) of section 454, section 482 and section 483), the word "Tribunal" shall be substituted, provided that until the Tribunal is constituted under the Companies Act, 1956, the word "Tribunal" shall be substituted with the words "High Court"; (f) for the words "this Ac....
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....ity partnership have been mortgaged for an amount equal to or in excess of those assets, or that the limited liability partnership has no assets." sub-section (2) In sub-section (2),- (i) for the word "Court", substitute the word "Tribunal"; and (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership". sub-section (3) Omit sub-section (3). 3. Section 445 (Copy of winding up order to be filed with Registrar) sub-section (1) Substitute sub-section (1) with the following:- "(1) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the limited liability partnership to file with the Registrar a certified copy of the order, within fifteen days from the date of the making of the order. If default is made in complying with the foregoing provision, the petitioner, or as the case may require, the limited liability partnership, and the designated partners of the limited liability partnership shall be punishable with fine which may extend to one thousand rupees for each day during which the default continues." &nb....
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.... sub-section (3) In sub-section (3), for the word "Court" wherever it occurs, substitute the word "Tribunal". sub-section (4) Substitute sub-section (4) with the following:- "(4) The liquidator shall cease to hold office as provisional liquidator, and shall become the liquidator, of the limited liability partnership, on a winding up order being made." 7. Section 451 (General provisions as to liquidators) sub-section (1) In sub-section (1), - (i) for the word "Court", substitute the word "Tribunal"; and (ii) for the word "company", substitute the words "limited liability partnership". sub-section (2) In sub-section (2), for the word "company", substitute the words "limited liability partnership". 8. Section 453 (Receiver not to be appointed of assets with liquidator). In section 453, for the word "Court", substitute the word "Tribunal". 9. Section 454 (Statement of affairs to be made to Official Liquidator) sub-section (1) Substitute sub-section (1) with the following:- "(1)(i) Every limited liability partnership shall file with the Tribunal a statement ....
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....stitute sub-section (1) with the following:- "(1) Where the Tribunal has made a winding up order, the liquidator shall, within sixty days from the winding up order, submit to the Tribunal, a report containing such particulars as may be prescribed." sub-section (2) In sub-section (2). - (i) for the words "Official Liquidator", substitute the word "liquidator"; (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (iii) for the word "Court", substitute the word "Tribunal". sub-section (3) In sub-section (3),- (i) for the words "Official Liquidator", substitute the word "liquidator"; and (ii) for the word "Court", substitute the word "Tribunal". 11. Section 456 (Custody of company's property) sub-sections (1), (1A) and (2) In sub-sections (1), (1A) and (2),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (ii) for the word "Court" occurring in sub-section (2), substitute the word "Tribunal". 12. Section 457 (Powers of liquidator) sub-sections (1) and (2) In ....
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....dian Companies Act, 1913 (7 of 1913)"; (iv) for the word "contributory", substitute the word "partner"; and (v) omit proviso to this sub-section. sub-section (2) In sub-section (2),- (i) for the word "company", substitute the words "limited liability partnership"; and (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal". 17. Section 464: (Appointment and composition of committee of inspection) sub-section (1) Substitute sub-section (1) with the following:- "(1) The Tribunal may, at the time of making an order for the winding up of a limited liability partnership or at any time thereafter, direct that there shall be appointed a committee of inspection to act with the liquidator." sub-sections (2) and (3) Omit sub-sections (2) and (3). 18. Section 465: (Constitution and proceedings of committee of inspection) sub-section (1) Substitute sub-section (1) with the following:- "(1)(i) A committee of inspection appointed in pursuance of section 464 shall consist of such number of members not exceeding twelve, as the Tribunal may orde....
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.... to liquidator) In section 468,- (i) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (ii) for the word "contributory", substitute the word "partner"; (iii) for the word "contributories", substitute the word "partners"; and (iv) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; 22. Section 471 (Payment into bank of moneys due to company) sub-section (1) In sub-section (1),- (i) for the word "Court", substitute the word "Tribunal"; (ii) for the word "contributory", substitute the word "partner"; and (iii) for the word "company", substitute the words "limited liability partnership". sub-section (2) In sub-section (2), for the word "Court", substitute the word "Tribunal". 23. Section 474 (Power to exclude creditors not proving in time) In section 474, for the word "Court", substitute the word "Tribunal". 24. Section 476 (Power to order costs) In section 476, for the word "Court", wherever it occurs, substitute the word "Tribunal". 25. Section 477 (Power to summon persons suspected of having property of compan....
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...."Court", wherever it occurs, substitute the word "Tribunal". sub-section (2) In sub-section (2), for the word "company", substitute the words "limited liability partnership". 29. Section 482 (Order made in any Court to be en- forced by other Courts) In section 482, for the word "company", wherever it occurs, substitute the words "limited liability partnership". 30. Section 483 (Appeals from orders) In section 483, for the word "company", substitute the words "limited liability partnership". Chapter III Voluntary winding up 31. Section 484 (Circumstances in which company may be wound up voluntarily) sub-section (1) Substitute sub-section (1) with the following:- "(1) Any limited liability partnership may be wound up voluntarily if the limited liability partnership passes a resolution to wind up the limited liability partnership with approval of at least three-fourths of total number of its partners: Provided that if the limited liability partnership has creditors, whether secured or unsecured, then such winding up shall not take place unless approval of such creditors takes place in suc....
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.... of the transferor limited liability partnership may, with the sanction of a resolution of the transferor limited liability partnership passed by at least three-fourths of total number of partners conferring on LLP liquidator either a general authority or an authority in respect of any particular arrangement,- (a) receive, by way of compensation wholly or in part for the transfer or sale, cash, securities, policies, or other like interests in the transferee limited liability partnership, for distribution among the partners of the transferor limited liability partnership; or (b) enter into any other arrangement whereby the partners of the transferor limited liability partnership may, in lieu of receiving cash, securities, policies or other like interest or in addition thereto, participate in the profits of, or receive any other benefit from, the transferee limited liability partnership: Provided that no such arrangement shall be entered into without the consent of the secured creditors, if any." sub-section (2) Substitute sub-section (2) with the following:- "(2) Any transfer, sale or other arrangement in pursuance of this section shall be binding on all ....
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....o the Registrar a copy of the final winding up accounts, explanation and report; and (b) file an application with the Tribunal along with a copy of the final winding up accounts, explanations and report, for passing an order of dissolution of the limited liability partnership. If the copy is not so sent or application not so made, the LLP Liquidator shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues." sub-section (6) Substitute sub-section (6) with the following, namely:- "(6) If the Tribunal is satisfied, after considering the application, final winding up accounts, explanations and report of the LLP Liquidator, that the process of winding up has been duly followed, the Tribunal may pass an order, within sixty days of the receipt of such application, accounts, explanations and report, that the limited liability partnership shall stand dissolved." 37. Section 511 (Distribution of property of company) In section 511,- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (ii) for the word "articles" substitute the words....
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.... word "company", substitute the words "limited liability partnership"; and (iii) for the word "contributories", substitute the word "partners". sub-section (4) In sub-section (4), for the word "liquidators", substitute the words "LLP liquidators." 40. Section 514 (Corrupt inducement affecting appointment as liquidator) In section 514,- (i) for the word "member", substitute the word "partner"; (ii) for the word "company", substitute the words "limited liability partnership"; and (iii) for the words "company's liquidator", wherever they occur, substitute the words "limited liability partnership's LLP liquidator". 41. Section 515 (Power of Court to appoint and remove liquidator in voluntary winding up) sub-section (1) Substitute sub-section (1) with the following, namely:- "(1) If from any cause whatever, there is no LLP liquidator acting, the Tribunal may appoint any person from the panel as a LLP liquidator on such fees as may be determined by it." sub-section (2) Substitute sub-section (2) with the following:- "(2) The Tribunal may, on cause shown remove a LLP liquidator and appoint any other....
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.... In sub-section (1),- (i) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (iii) for the word "liquidator", substitute the words "LLP Liquidator". sub-section (2) Substitute sub-section (2) with the following:- "(2) The provisions of section 478 as applicable to winding up of limited liability partnerships by Tribunal shall apply in relation to any examination directed under sub-section (1)." Chapter V: Provisions applicable to every mode of winding up 45. Section 528 (Debts of all descriptions to be admitted to proof). In section 528,- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership''; and (ii) for the words "insolvent companies", substitute the words "insolvent limited liability partnerships". 46. Section 529 (Application of insolvency rules in winding up of insolvent companies.) sub-sections (1), (2) and (3) and illustration In sub-sections (1), (2) and (3) and illustration,- (i) for the word ....
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....imited liability partnership"; and (ii) omit the proviso to this section. 54. Section 535 (Disclaimer of onerous property in case of a company which is being wound up) sub-sections (1) to (7) In sub-sections (1) to (7),- (i) for the word "company" wherever it occurs, substitute the words "limited liability partnership"; (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; and (iii) for the word "liquidator", wherever it occurs, substitute the words "liquidator or LLP liquidator". 55. Section 536 (Avoidance of transfers, etc., after commencement of winding up) sub-section (1) In sub-section (1),- (i) for the word "shares", substitute the word "contribution"; (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (iii) for the word "members", substitute the word "partners"; and (iv) for the word "liquidator", substitute the words "LLP liquidator". sub-section (2) In sub-section (2),- (i) for the words "or subject to the supervision of the Court", substitute the words "the Court". (ii) for the word "Cour....
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....herever it occurs, substitute the word "Tribunal"; (iii) for the word "contributory", substitute the word "partner"; and (iv) for the words "the Official Liquidator or the liquidator", substitute the words "the liquidator or the LLP liquidator". sub-section (2) In sub-section (2),- (i) for the word "company", wherever it occurs, substitute the words "'limited liability partnership"; and (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal". sub-section (3) In sub-section (3), for the word "company", substitute the words "limited liability partnership". 62. Section 543 (Power of Court of assess damages against delinquent directors, etc.) sub-section (1) In sub-section (1),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iii) for the words "director, manager", wherever they occur, substitute the words "designated partner"; (iv) for the word ''contributory", substitute the word "partner"; (v) for the words "liquidator or officer", wherever....
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.... sub-section (7) In sub-section (7),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (ii) for the word "liquidator", wherever it occurs, substitute the words "liquidator or LLP liquidator". sub-section (8) In sub-section (8), for the word "Court", substitute the word "Tribunal". sub-section (9) In sub-section (9),- (i) for the word "company", substitute the words "limited liability partnership"; (ii) for the word "Court", substitute the word "Tribunal"; and (iii) for the word "liquidator", wherever it occurs, substitute the words "liquidator or LLP liquidator". 65. Section 546 (Liquidator to exercise certain powers subject to sanction) sub-section (1) In sub-section (1),- (i) for the word "liquidator", substitute the words "liquidator or LLP liquidator, in the case of voluntary winding up"; (ii) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (iii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iv) for the words "special resolution", substitu....
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...."Tribunal"; (iii) for the words "Supreme Court", substitute the words "Central Government"; and (iv) for the word "contributory", substitute the word "partner". 69. Section 550 (Disposal of books and papers of company) sub-section (1) In sub-section (1),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (ii) for the word "liquidator", substitute the words "liquidator or LLP liquidator"; (iii) in clause (a), omit the words "or subject to the supervision of"; and (iv) for clauses (b) and (c), substitute the following as clause (b):- "(b) in the case of voluntary winding up, in such manner as the limited liability partnership approves by three-fourths of total number of partners with the prior approval of the secured creditors, if any." sub-section (2) In sub-section (2),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; and (ii) for the word "liquidator", substitute the words "liquidator or LLP liquidator". sub-section (3) In sub-section (3),- (i) for the word "company", wherever it occu....
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....section (3),- (i) for the word "company", substitute the words "limited liability partnership"; and (ii) for the word "contributory", substitute the word "partner". sub-section (4) In sub-section (4),- (i) for the word "contributory", substitute the word "partner"; and (ii) for the word "liquidator", substitute the words "liquidator or LLP liquidator". sub-section (5) In sub-section (5),- (i) for the word "liquidator", wherever it occurs, substitute the words "LLP liquidator or liquidator"; and (ii) for the word "company", substitute the words "limited liability partnership". 71. Section 552 (Official Liquidator to make payments into public account of India) In section 552,- (i) omit the word "Official"; (ii) for the word "company", substitute the words "limited liability partnership"; and (iii) omit the words "in the Reserve Bank of India". 72. Section 553 (Voluntary liquidator to make payments into Scheduled Bank) sub-sections (1) and (2) Substitute sub-sections (1) and (2) with the following:- '(1) Every LLP liquidator shall pay, in such manner as may be prescribed, the m....
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....all 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 "Dividend 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" '. sub-section (2) In sub-section (2).- (i) for the word "company", substitute the words "limited liability partnership"; and (ii) for the word "Court", substitute the word "Tribunal". sub-section (3) In sub-section (3), for the word "liquidator", substitute the words "LLP liquidator or liquidator". sub-section (4) In sub-section (4),- (i) for the word "liquidator", wherever it occurs, substitute the words "LLP liquidator or ....
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....e words "liquidator or LLP liquidator". 76. Section 558 (Court or person before whom affidavit may be sworn) sub-section (1) In sub-section (1), in clause (a), after the words, "before any Court", insert the words "or the Tribunal"; sub-section (2) In sub-section (2),- (i) after the words, "All Courts", insert the word "Tribunals"; and (ii) after the words "any such Court", insert the word "Tribunal". 77. Section 559 (Power of Court to declare dissolution of company void) sub-section (1) In sub-section (1),- (i) for the word "company", wherever it occurs, substitute the words "limited liability partnership"; (ii) for the word "Court", wherever it occurs, substitute the word "Tribunal"; (iii) for the word and figure "section 394", substitute the word and figure "section 62"; and (iv) for the word "liquidator", substitute the words "liquidator or LLP liquidator". sub-section (2) In sub-section (2), for the word "Court", substitute the word "Tribunal" 78. Section 560 (Power of Registrar to strike defunct company off register) sub-sections (1) t....