TaxTMI 
TaxTMI 
Limited Liability Partnership (Winding up and Dissolution) Rules, 2012
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.... "certified", in relation to a copy of a document, means certified as provided in section 76 of the Indian Evidence Act, 1872; (e) "Code" means the Code of Civil Procedure, 1908; (f) "filed" means filed in the office of the Registrar of Tribunal or Bench; (g) "LLP" means Limited Liability Partnership; (h) "LLPIN" means the Limited Liability Partnership Identification Number as referred to in the Limited Liability Partnership Rules, 2009; (i) "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 practicing chartered accountants, advocates, practicing company secretaries, practicing 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; (j) "Member" means any judicial member or technical member of the Tribunal; (k) "Officer" includes any designated partner, partner, employee of th....
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....(2) A copy of the resolution shall be filed with the Registrar within thirty days of passing of such resolution in Form No. 1. 6. Commencement of voluntary winding up and filing up of statement of affairs. (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. 7. Declaration of solvency in case of proposal to wind up voluntarily. (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 declara....
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....ts 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). 9. Publication of resolution to wind up voluntarily. 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. 10. Appointment and removal of LLP Liqu....
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....ved, 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. 11. Filling up of vacancy in office of LLP Liquidator. 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. 12. Notice of appointment of LLP Liquidator to be given to Registrar. The LLP shall give notice to the Registrar of the appointment of, or any vacancy occurred by death, resignation, removal or otherwise of, the LLP Liquidator indicating the name and partic....
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....mmitted 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 compulsory winding up by Tribunal. (3) The provisions relating to powers to order public examination ....
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.... 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 alongwith 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 period of one year from the date of commencement of voluntary winding up, LLP Liquidator shall file an application before the Tribunal expl....
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....termined by a resolution passed by three- fourths of total number of partners, shall be paid before the limited liability partnership is dissolved. 21. Distribution of property of LLP. 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. 22. Arrangement between LLP and creditors. 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. 23. Application to Tribunal. (1) The LLP Liquidator or any partner or creditor may apply to the Tribunal- (a) to determine any question arising in the course of the winding up ....
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....ive liabilities of the LLP. 26. Petition for winding up. (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 entitled to present a petition for winding up on any of the grounds specified in section 64 except on the ground specified in clause (d) of that section: Provided that the Registrar shall not present a petition on the ground that the LLP is unable to pay its debts unl....
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.... 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. 28. Directions for filing statement of affairs. (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 security for costs as it may consider reasonable as a precondition to issue directions to the LLP. (2) Notwithstanding any other liability, a LLP which fails to file the statement of affairs as referred to in sub-rule (1), shall forfeit the right to oppose the petition. (3) Where the Tribunal has made a winding up order o....
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....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 and in such manner as the Tribunal may direct. The cost of furnishing the required security shall be borne by the Liquidator and shall not be charged against the assets of the LLP as an expense incurred in the winding up. (5) If the Tribunal is of the opinion that the security furnished by th....
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....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 with in 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 notice to the partners, designated partners, officers, employees including Chief Executive Officer, Chief Finance Officer and auditors and secured creditors, if any, within fifteen days of the receipt of the intimation, for the purpose of custody of the property, assets, effects, actionable claims, books of accounts or other documents.....
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....pations 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 (m) any other information which the Tribunal may direct or the Liquidator may consider necessary to include. (2) The Liquidator may include in his report the manner in which the LLP was promoted or formed and whether in his opinion any fraud has been committed by any person in its promotion or formation or by any officer of the LLP in relation to the LLP since the formation thereof and any other matters which, in his opinion, it is desirabl....
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....ccordance 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. 36. Custody of LLP's properties. (1) Where a winding up order has been made or where a Provisional Liquidator has been appointed, the liquidator shall, on the order of the Tribunal, forthwith take into his custody or under his control all the property, assets, effects and actionable claims to which the LLP is or appears to be entitled to and take such steps and measures, as may be necessary, to protect and preserve the properties of the LLP. (2) On an application by the Liquidator or the Provisional Liquidator, as the case may be, the Tribun....
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....books of accounts 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 cooperation, Liquidator may apply to the Tribunal for such directions. 38. Application of assets. Assets of the LLP shall be applied first for the payment of the cost including expenses, charges or fees and remuneration of the Liquidator incurred in the winding up of the LLP and thereafter be applied for the discharge of its liabilities pari passu in accordance with the provisions of the Act and the rules. 39. Committee of inspection. (1) The Tribunal may, at the time of making an order for the winding up of an LLP or at any time thereafter, direct that there shall be appointed a committee of inspection (hereafter referred to as the Committee) to act with the liquidator. (2....
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....uing 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 any employer, partner, clerk, agent, servant or relative, become purchaser of any part of the LLP's assets or be entitled to derive any profit from any transaction arising out of the winding up except by leave of the Tribunal and any purchase made contrary to the provisions of this rule may be set aside by the Tribunal on the application of the Liquidator or of a creditor or partner, as the case may be, and the Tribunal may make such order as to costs, as it may think fit. (15) Where the sanction of the Tri....
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....ry 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 or recover the money, be deemed to be due to the Liquidator himself; (i) to apply to the Tribunal for such orders or directions as may be necessary for the winding up of the LLP; (j) to appoint security guards or security agency from the panel maintained by the Liquidator, to protect the property and assets of the LLP taken into his custody, in consultation with secured creditors or after giving them notice; (k) to make out an inventory of the assets, books and records either by the Liquidator himself or by the panel of experts maintained by the ....
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....essary 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 last day of closing of the bid: Provided further that the inspection of property shall be open for not more than five days before closing of the bid. (3) The advertisement inviting bids shall contain the following, namely:- (a) name, address of registered office of the LLP, its branch offices, if any, factories and plants and the place where assets of the LLP kept and available for sale; (b) last date for submitting bids which shall not exceed ninety days from the date of advertisement; (c) time during which the premises of the LLP shall remain open for inspection; (d) the last date for withdrawing the bid; (e) financia....
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....s 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 whenever requested in writing to do so by not less than one-tenth in value of the creditors or partners, as the case may be. (4) Subject to the provisions of the Act and these rules, liquidator shall, use his own discretion in the administration of the assets of the LLP and in the distribution thereof among the creditors. (5) Any person aggrieved by any act or decision of the Liquidator may apply to the Tribunal, and the Tribunal may confirm, reverse or modify the act or decision complained of and make such further order as it thinks just in the circumstances. 44. Books to be kept by Liquidator. (1) The Liquidator shall keep proper books in a manner specified in Part VI in which he shall cause entries or mi....
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.... Liquidator. The Central Government may authorize any person to inspect or investigate the books of accounts 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 50. Debts of all descriptions to be admitted to proof. In every winding up, (subject, in the case of insolvent LLPs to the application in accordance with the provisions of the Act, of the law of insolvency), all debts payable on a contingency, and all claims against the LLP, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the LLP, as just estimate being made, so far as possible, of the value of such debts or claims as may be subject to any contingency or may sound only in damages, or for the some other reason may not bear a certain value. 51. LLP Liquidator or Liquidator to exercise certain powers subject to sanction. (1) The LLP Liquidator or Liquidator, as the case may be, may - (a) with the sanction of the Tribunal, when the LLP is being wound up by the Tribunal; or (b) with the sanction ....
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.... 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. 55. Disposal of books and papers of LLP. (1) When the affairs of a LLP have been completely wound up and it is about to be dissolved, its books and papers and those of the LLP Liquidator may be disposed of as follows :- (a) in the case of winding up by the Tribunal, in such manner as the Tribunal directs; and (b) in the case of voluntary winding up, in such manner as the LLP approves it by three-fourths of the total number of partners with the prior approval of the secured creditors. (2) After the expiry of five years from the dissolution of the LLP, no responsibility shall devolve on the LLP, the LLP Liquidator, or the liquidator any person to whom the custody of the books and papers has been entrusted, by reason of any book or paper not being forthcoming to any person claiming to be interested therein. (3) The Central Gover....
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....h 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 person fraudulently stating himself to be a creditor or partner under sub-rule (3) shall be deemed guilty of an offence under section 182 of the Indian Panel Code, and shall, on the application of the LLP Liquidator, be punishable accordingly: 57. Liquidator to make payments into public account of India in the Reserve bank of India or any designated Scheduled bank. Every Liquidator shall, in the manner and within the time specified in Part VI, pay the moneys received by him as Liquidator of any LLP into the public account of India in the Reserve Bank of India. 58. LLP Liquidator to make payments into Scheduled Bank. (1) Every LLP Liquidator of a LLP shall, in a manner and at times specified in Part VI, pay the monies received by him in his capacity as such in a Scheduled bank to the credit of a special bank account opened by him in that behalf ....
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....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) and (3), furnish to the Registrar, a statement in the form as specified in these rules prescribed setting forth, in respect of all sums included in such payment, the nature of the sums, the names and last known addresses of the persons entitled to participate therein, the amount to which each is entitled and the nature of his claim thereto, and any other particulars specified in Part VI. (5) The liquidator or the LLP liquidator, as the case may be, shall be entitled to a receipt from the Scheduled bank for any money paid to it under sub-rules (2) and (3), and such receipt shall be an effectual discharge of the liquidator or the LLP Liquidator in respect thereof. (6) Where a LLP is being wound up voluntarily, the LLP Liquidator shall, when filing a statement in pursuance of sub-rule (1) of rule 56, indicate the sum of money which is payable un....
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....ribunal 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, regard shall be had to the value of each partner's contribution. 62. LLP Liquidator or Liquidator to make returns, etc. (1) Every LLP liquidator or Liquidator shall file, deliver or make any report, statement of accounts or other document, or give any notice which is required to be filed, delivered or made or given, as the case may be, pursuant to any rule, within the time specified in such rule. (2) Without prejudice to sub-rule (1) above, the Central Government may, by notification, specify any other report, statement of accounts or other document or notice which shall be required to be filed, delivered, made or given, as the case may be, by the LLP Liquidator or Liquidator within the time specified in such notification. (3) If any LLP Liquidator or Liquidator who has made any default in filing, delivering or making any report, statement of account or other....
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....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. 65. Commencement of winding up by Tribunal. (1) Where, before the presentation of a petition for the winding up of a LLP by the Tribunal, a resolution has been passed by the LLP for voluntary winding up, the winding up of the LLP shall be deemed to have commenced at the time of the passing of the resolution, and unless the Tribunal, on proof of fraud or mistake, thinks fit to direct otherwise, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken. (2) In any other case, the winding up of a LLP by the Tribunal shall be deemed to commence at the time of the presentation of the petition for the winding up. 66. Exclusion of certain time in computing period of limitation. Notwithstanding anything contained in the Limitation Act, 1963 or in any other law for the time being in force, in computing the period of limitation specified for any suit or application in the name and on behalf of a LLP which is being wound up by the Tribunal, the period from the date of commencement of the windi....
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....nslated into English or Hindi. 71. Power of the Tribunal to enlarge or abridge time The Tribunal should not extend the time without any genuine reason and exceptional circumstances and orders should be recorded in detail giving reasons for grant of extension. 72. Provisions of the Code to apply Save as provided by the Act or by these rules, the provisions of the Code so far as applicable, shall apply to all proceedings under the Act and these rules. 73. Saving of inherent powers of the Tribunal Nothing to these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for the ends of justice or to prevent abuse of the process of the Tribunal. 74. Power to dispense with the requirement of the rules The Tribunal shall have power for reasons to be recorded in writing, to dispense with the requirements of any of these rules, subject to such terms and conditions as may be specified in the order. 75. Computation of time Where any particular number of days is specified, the same shall be reckoned exclusively of the first day and inclusively of the last day, unless the last day shall happen to fall on a day on w....
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....document filed, shall bear the serial number of the proceedings to which it relates. (2) All petitions, applications and affidavits, upon being filed and all orders, summons, warrants or processes of any kind (including notices issued by Tribunal) and certified copies, of any proceedings, shall be issued under the authority and seal of the Tribunal. 78. Powers, functions and duties of Registrar of the Tribunal : (1) The Registrar of Tribunal shall be principal officer of the Tribunal and shall exercise his powers and perform his duties under the control of Chairperson or President. (2) The Tribunal in discharge of its functions under the Act, may take such assistance from the Registrar of Tribunal, as it may deem fit, and the Registrar of Tribunal or other officer, shall be bound to assist the Tribunal. (3) In particular and without prejudice to the generally of the provisions of this rule, the Registrar of Tribunal shall have the following powers and duties, namely: - (a) to have the custody of the records of the, Principal Bench of the Tribunal and other Benches; (b) to receive all petitions, applications or references pertaining to the Principal Bench and other Benches ....
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....ommunicated to him. 79. Inspection and copies of proceedings. (1) Records of every proceedings pending before the Tribunal will be available for the inspection of the parties or their authorized representatives on making an application in writing and on payment of a fee as specified in Annexure. (2) A person who is not party to the proceedings is not entitled for inspection of the records or proceedings except with the consent of the parties by whom they were presented or produced or under the orders of the Tribunal on payment of the fee. (3) A person not a party to the proceedings or petitions on which final orders have been passed can obtain copy of the orders on payment of such fee as given in Annexure. 80. Forms. The forms annexed to these rules, where applicable, shall be used with such variations as circumstances may require including the variations required for the purpose of filing or submitting or maintaining the documents in the electronic form. 81. Affidavits. (a) Every affidavit shall be drawn up in the first person and shall state the full name, age, occupation and the place of abode of the deponent. It shall be signed by the deponent and sworn to in the manner....
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....ication shall be accompanied by the documents required to be annexed. 86. Summons for direction. (a) Where a petition is presented, an application shall, in every case, be made by alongwith summons in Form No. 19 to the Member for directions as to the advertisement of the petition, the notices to be served and the proceedings to be taken. (b) The petition shall be posted for hearing before the Member at the next sitting, and the Member may make such orders thereon and may give such directions as it may seem to him appropriate. 87. Advertisement of petition. (1) Where any petition is required to be advertised, it shall, unless the Member otherwise orders, or these rules otherwise provide, be advertised not less than seven days before the date fixed for hearing, in one issue each of a daily newspaper in the English language and a daily newspaper in the regional language circulating in the State or the Union territory concerned, as may be fixed by the Member. (2) Except in the case of a petition to wind up a LLP, the Member may, if he thinks fit, dispense with any advertisement required by these rules. 88. Contents of advertisement. Except as otherwise provided in these rules,....
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....gency addressed to the LLP at its registered office, or, if there is no registered office, at its principal or last known principal place of business, or to such person and at such address as the Member or Registrar of Tribunal may direct. 92. Petitioner to effect service. Save as otherwise provided and subject to any directions of the Member or Registrar of Tribunal, the petitioner, applicant or any other person having the conduct of proceedings in Tribunal, shall be responsible for the service of all notices, summons and other processes and for the advertisement and publication of notices, required to be effected by these rules or by order of Tribunal. 93. Affidavit of service. (1) An affidavit or affidavits stating whether the petition has been advertised and whether the notices, if any, have been duly served upon the persons required to be served shall be filed not less than three days before the date fixed for hearing and such proof of the advertisement or of the service, as may be available shall be filed along with the affidavit. (2) An affidavit of service on a LLP or its liquidator shall be in Form No 22 or 23, as the case may be. 94. Procedure on default of complian....
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....all, subject to orders of the Tribunal, be sent to such address by empanelled courier agency or by prepaid airmail registered post for acknowledgment due. (4) Service may be done in any other manner including the manner as provided in rule 15 of Limited Liability Partnership Rules, 2009 or as may be ordered by the Tribunal. 96. Validity of service and of proceedings. No service shall be deemed to be invalid by reason of any defect in the name or description of a person in the list of partners or in the petition, summons, notice or other proceeding, provided that the Tribunal is satisfied that such service is in other respects sufficient; and no proceedings shall be invalidated by reason of any formal defect or irregularity; unless the Member before whom the objection is taken is of the opinion that substantial injustice has been caused by such defect or irregularity and that the injustice cannot be remedied by an order of Tribunal. 97. Notice to be given by persons intending to appear at the hearing of petition. (1) Every person, who intends to appear at the hearing of a petition, whether to support or oppose the petition, shall serve on the petitioner or his advocate or plead....
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....making the order or by the Registrar of Tribunal shall be sufficient evidence of the order having been made. (3) The date of every order shall be the date on which it was actually made, notwithstanding that it is drawn up and issued on a later date. (4) The costs should be awarded for every adjournment on the party seeking adjournment at the time of granting adjournment except in cases of serious illness and such similar circumstance. (5) Where costs are awarded to a party in any proceeding, the order shall direct that the party liable to pay the costs shall pay the same. PETITION FOR WINDING UP, PROVISIONAL LIQUIDATOR, WINDING UP ORDER, AND STATEMENT OF AFFAIRS, 101. Petition for winding-up. (1) A petition for winding up an LLP shall be in Form No. 26, or 27 or 28, as the case may be, with such variations as the circumstances may require, and shall be presented in duplicate: Provided that where the petition is by the LLP it should be accompanied with the statement of affairs of the LLP on the date of petition. (2) The Registrar of Tribunal shall note on the petition the date of its presentation. 102. Admission of petition and directions as to advertisement. (1) Upon the ....
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.... (d) if appearing, does not apply for an order in terms of the prayer of his petition. or where in the opinion of the Tribunal, there is other sufficient cause for an order being made under this rule, the Tribunal may, by an order, upon such terms as it may think just, substitute as petitioner any creditor or partner who, in the opinion of the Tribunal, would have a right to present a petition, and who is desirous of presenting the petition. (5) Where a member makes an order substituting a creditor or partner as petitioner in winding up petition, such petitioner shall pay an additional fee equivalent to the half of the amount of the original fee paid in the original petition. 108. Procedure on substitution. (1) Where the Member makes an order substituting a creditor or partner as petitioner in a winding-up petition, he shall adjourn the hearing of the petition to a date to be fixed by him and direct such amendments of the petition as may be necessary and such creditor or partner shall, within seven days from the making of the order, amend the petition accordingly, and file two clean copies thereof together with an affidavit in duplicate setting out the grounds, on which he sup....
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....elating to Liquidators shall apply to Provisional Liquidators, so far as applicable, subject to such directions, as the Tribunal may give in each case. 113. Costs, etc. of Provisional Liquidator. Subject to any order of the Tribunal, all the costs, charges and expenses properly incurred by the Liquidator, as Provisional Liquidator, including such sum as is or would be payable to the Central Government under the scale of fees for the time being in force applicable where the Official Liquidator acts as the Provisional liquidator of the LLP, shall be paid out of the assets of the LLP. Winding up order 114. Notice to Liquidator of order. Where an order for the winding-up of a LLP or for the appointment of a Provisional Liquidator has been made, the Registrar of Tribunal shall forthwith send to the Liquidator appointed by the Tribunal notice of the order under the seal of the Tribunal in duplicate in Form No. 31 or 32, as the case may be, together with a copy of the petition and the affidavit, if any, filed in support thereof with a copy of Statement of Affairs filed with the petition or at the time of opposition, as the case may be. The concerned Registrar shall also be served wit....
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....in the English language and a newspaper in the regional language circulating in the State or the Union territory concerned and shall be served by the petitioner upon such person, if any, and in such manner as the Member may direct and the advertisement shall be in Form No. 34. 120. Form of proceedings after winding up order is made. After a winding up order is made, every subsequent proceeding in the winding up shall bear the original number of the winding up petition, besides its own distinctive number, but against the name of the LLP in the cause-title, the words 'in liquidation' shall appear in brackets. 121. Application for stay of winding up proceedings. (1) An application for stay of proceedings in the winding up shall be made upon notice to the parties to the winding up petition and to such other persons as the Tribunal may direct, and where the application is made by any person other than the Liquidator, notice shall be given to the Liquidator. (2) Where an order is made staying proceedings of winding up, the applicant shall within fifteen days file a certified copy thereof with the Registrar in Form 10. Explanation.- In computing the period of fifteen days fr....
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.... (1) Where any person required to submit a statement of affairs under rule 28 requires an extension of time for submitting the same, he shall apply in the first instance to the Liquidator who may, if he thinks fit, subject to rule 28, give a written certificate extending the time, which certificate shall be filed with the proceedings. The certificate shall be in Form No. 39. 128. Partners and Officers of LLP to attend and give information. The Liquidator may from time to time hold personal interviews with any such person, as is mentioned in rule 28 or rule 37 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 and the Liquidator shall maintain minutes of the interview held by him or memoranda containing the substance of such interviews. 129. Duty of person making or concurring in statement. After the statement of affairs of the LLP has been submitted to the Liquidator, it shall be the duty of every person who has made or c....
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.... opinion is based and the report shall set out in a narrative form the facts and matters which the liquidator desires to bring to the notice of the Tribunal. 135. Consideration of report(s) by the Tribunal. (1) The consideration of the report (or reports) made by the Liquidator pursuant to rule 34, shall be placed before the Member in Chambers, and the Liquidator shall personally or by counsel attend the consideration thereof and give the Tribunal any further information or explanation with reference to the matters contained therein which the Tribunal may require. (2) On a consideration of the report (or reports), the Tribunal may pass such orders and give such directions as it may think fit including directions of examination of designated partners, partners, officers and employees past and present of the LLP: Provided that where the Liquidator makes report(s) under rule 34 containing the fraud committed by the partners or designated partners or officers or employees, of the LLP, the Registrar of Tribunal shall fix a date for the consideration thereof by the Member and notify the date on the notice board of the Tribunal and to the Liquidator. 136. Summons for direction to be ....
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....in the statement of affairs as a preferential creditor, whose claim to be a preferential creditor has not been established or is not admitted, to the address indicated in the statement of affairs and such notice shall be in Form No. 42 or Form No. 43 and shall be sent to each such creditor either 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. (5) All proceedings and procedures hereinafter set out as to the admission or rejection of proofs shall apply with necessary variations to any claim to priority as a preferential creditor. 139. Proof of debt. (1) In a winding up by the Tribunal, every creditor shall, subject as hereinafter provided, prove his debt, unless the Member in any particular case directs that any creditors or class of creditors shall be admitted without proof. 140. Mode of proof and verification thereof. A debt may be proved by delivering or sending by post to the Liquidator, an and if affidavit verifying the debt made by the creditor or by some person authorised by him and if the affidavit is made by a person authorised by the creditor, it shall state the auth....
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....t any time other than one of those periods, the persons entitled to the rent or payment may prove for a proportionate part thereof up to the date of winding up order or resolution as if the rent or payment accrued due from day to day: Provided that where the Liquidator remains in occupation of the premises demised to a LLP which is being wound up, nothing herein contained shall prejudice or alter the right of the landlord of such premises to claim payment by the LLP, or the liquidator, of rent during the period of the LLP's or liquidator's occupation. 146. Proof of debt payable at a future time. A creditor may prove for a debt not payable at the date of the winding up order or at the date of passing of resolution, as if it were payable presently, and may receive distributable sums equally with the other creditors, deducting only thereout a rebate of interest at the rate of four per cent per annum computed from the date of declaration of the distributable sum to the time when the debt would have become payable according to the terms on which it was contracted. 147. Examination of proof. The Liquidator shall examine every proof of debt lodged with him and the grounds of ....
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....ly or in part within forty-five days from the last date fixed for proving the debts, provided that it shall not be necessary to give notice of the admission of a claim to a creditor who has appeared before the Liquidator and the acceptance of whose claim has been communicated to him or his agent in writing at the time of acceptance. Where the Liquidator rejects a proof, wholly or in part, he shall state the grounds of the rejection to the creditor in Form No. 47. Notice of admission of proof shall be Form No.48. 152. Appeal by creditor. If a creditor is dissatisfied with the decision of the Liquidator in respect of his proof, the creditor may, not later than twenty-one days from the date of service of the notice upon him of the decision of the Liquidator, appeal to the Tribunal against the decision and the appeal shall be supported by an affidavit which shall set out the grounds of such appeal, and notice of the appeal shall be given to the Liquidator. 15. Procedure where creditor appeals. (1) The liquidator shall, upon receiving notice of the appeal against a decision rejecting a proof wholly or in part, under rule 151, file with the Registrar of Tribunal such proof with the o....
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....unge the proof or reduce its amount, as the case may be. (2) Any creditor or partner may also apply to the Tribunal to expunge a proof or reduce the amount thereof, if the Liquidator declines to move in the matter, and on such application, the Tribunal may pass such orders as it may think just. 159. Payment of subsequent interest. In the event of there being a surplus after payment in full of all the claims admitted to proof, creditors whose proofs have been admitted shall be paid interest from the date of the winding up order or of the resolution, as the case may be, up to the date of the declaration of the final distributable sum, at a rate not exceeding the prime lending rate fixed by RBI on the admitted amount of the claim, after adjusting against the said amount the distributable sums as on the date of the declaration of each distributable sum. 160. Provisional list of partners. (1) Subject to the Act and the rules, in the event of there being a surplus after payment to creditors in full of the claims admitted to proof and the subsequent interest under rule 159, the partners are entitled for return of asset and unless the Tribunal dispenses with the settlement of a list o....
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....r mode specified in rule 15 of the Limited Liability Partnership Rules, 2009, at the address mentioned in the list as settled. 165. Application by Liquidator for rectification of list. If after the settlement of the list of partners, the Liquidator has reason to think that a partner who had been included in the provisional list has been improperly or by mistake excluded or omitted from the list of partners as finally settled or that the character in which or the amount of contribution or extent of interest for which he has been included in the list as finally settled or any other particular contained therein requires rectification in any respect, he may, upon notice to the partner concerned, apply to the Tribunal for such rectification of the list as may be necessary and the Tribunal may, on such application, rectify or vary the list as it may think fit. 166. Application by partner to vary the list. Subject to the powers of the Tribunal to extend the time or to allow an application to be made notwithstanding the expiration of the time limit for that purpose, no application to the Tribunal by any person who objects to his being settled on the list of partners as finally settled ....
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....ibunal. 170. Notice of meeting. (1) Unless otherwise stated elsewhere in the rules, the LLP liquidator or liquidator shall summon all meetings of creditors or partners, as the case may be, by giving not less than fourteen days notice of the time and place appointed for the meeting by advertisement in one daily newspaper in the English language and one daily newspaper in the regional language circulating in the State or Union territory concerned as the LLP liquidator or liquidator may consider suitable, and by sending individually to every creditor of the LLP notice of the meeting of creditors, and to every partner of the LLP notice of the meeting of partners by registered or speed post or other mode specified under rule 15 of the Limited Liability Partnership Rules 2009 so as to reach such person not less than fourteen days before the date fixed for the meeting. Where the creditors or partners are one hundred or less than one hundred, it shall not be necessary to give notice by advertisement but individual notices shall be issued. (2) The notice to each creditor shall be sent to the address given in his proof, if any, submitted or, if he has not proved, to the address given in t....
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....by the Liquidator, or by any person who sent the notices, that such notices have been duly sent, shall be sufficient evidence of the notices having been sent to the persons to whom the same were addressed. In the case of Tribunal meetings, the affidavit shall be filed in Tribunal and in the case of Liquidator's meetings, the affidavit shall be filed with the Liquidator. Such affidavit shall be in Form No.57. 174. Costs of calling meetings at the instance of creditor or partner. (1) Where a creditor or partner requests the LLP liquidator or liquidator to convene a meeting, the LLP liquidator or liquidator may require such creditor or partner to deposit as a condition precedent thereto a sum sufficient for the costs thereof, to be computed as hereinafter provided; and on any application to the Tribunal by a creditor or partner to direct the LLP Liquidator or liquidator to convene a meeting, the Member may, if he thinks fit, require the applicant to deposit a similar sum for such costs and such sum shall include all disbursements necessary to be made for printing, stationery, postage and hire of room, to be calculated at the rate of ₹ 200 for each creditor or partner up to....
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....ners is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Tribunal otherwise orders, be valid notwithstanding that some creditors or partners may not have received the notice sent to him. 180. Adjournment. The Chairman may, with the consent of partners or creditors present in the meeting, adjourn it from time to time, but the adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the Tribunal otherwise orders and no adjournment should be granted unless there are compelling circumstances that are recorded in speaking order to be passed by the chairman. 181. Quorum. A meeting may not act for any purpose except for adjournment thereof unless there are present or represented thereat in the case of a creditors' meeting at least two creditors entitled to vote if there are more than 2 or in the case of a meeting of partners at least two partners. 182. Procedure in the absence of quorum. If, within half an hour from the time appointed for the meeting, a quorum of creditors or partners, as the case may be, is not present or represented, the meeting sh....
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....alue of his security. (2) For the purpose of voting at any voluntary liquidation meeting, a secured creditor shall, unless he surrenders his security, lodge with the LLP liquidator, or where there is no LLP liquidator, at the registered office of the LLP, before the meeting, a statement giving the particulars of his security, the date when it was given and the value at which he assesses it, and shall be entitled to vote only in respect of balance due to him, if any, after deducting the value of his security. (3) If a secured creditor votes in respect of his whole debt he shall be deemed to have surrendered his security, unless the Tribunal on application is satisfied that the omission to value the security was due to inadvertence. 186. Procedure when secured creditor votes without surrendering security. The liquidator may within twenty-eight days from the date of the meeting at which a secured creditor voted on the basis of his valuation of the security, require him to give up the security for the benefit of the creditors generally on payment of the value so estimated by him, and may, if necessary, apply to the Tribunal for an order to compel such creditor to give up the securi....
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....r or partner in a winding up by the Tribunal may appoint the Liquidator, and in a voluntary winding up, the LLP liquidator, or if there is no LLP liquidator, some person under his official control to act as his general or special proxy. 194. Use of proxies by deputy. Where an Liquidator who holds any proxies cannot attend the meeting for which they are given, he may in writing depute some person under his official control to use the proxies on his behalf and in such manner as he may direct. 195. Forms to be sent with notice. Forms of proxies shall be sent to the creditors and partners with the notice summoning the meeting and no name shall be inserted or printed in the form before it is sent. 196. Proxies to be lodged. A proxy shall be lodged not later than forty-eight hours before the meeting at which it is to be used, with the Liquidator in a winding-up by the Tribunal and with the LLP liquidator in voluntary winding up, or if there is no LLP liquidator, with the person named in the notice convening the meeting to receive the same, in a voluntary winding-up. 197. Holder of proxy not to vote on matter in which he is financially interested. No person acting either under a g....
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....ings before the Member, unless and until he or an Advocate or pleader or authorized representative on his behalf has filed an appearance with the Registrar of Tribunal. The Registrar of Tribunal shall keep an "Appearance Book" in which all such appearances shall be entered. Such book shall be open to the inspection of the Liquidator. 202. Representation of creditors and partners before Tribunal. The Tribunal may, if it thinks fit, appoint from time to time any one or more of the creditors or partners to represent before the Tribunal at the expense of the LLP all or any class of creditors or partners upon any question or in relation to any proceedings before the Tribunal, and may remove any person so appointed, if more than one person is appointed under this rule to represent one class, the persons so appointed, shall employ the same advocate or pleader or same authorized representative to represent them, and where they fail to agree as to the advocate or the authorized representative to be employed, the Member may nominate an advocate or pleader for them. COLLECTION AND DISTRIBUTION OF ASSETS IN A WINDING-UP BY TRIBUNAL 203. Powers of Liquidator. The duties imposed o....
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....idator may apply to the Tribunal for an order against any partner or partners for payment of moneys due on the demands made by him. The application shall be made by summons in Form No. 64 and shall be supported by an affidavit in Form No. 65. Notice of the application together with a copy of the affidavit shall be served on the partner by registered post for acknowledgement or through empanelled courier agency not less than fourteen days before the date fixed for the hearing of the summons. The order for payment shall be in Form No. 66. 209. Other moneys due by partners. When any money is due to the LLP from a partner or from the estate of the person whom he represents, other than moneys due on demands made subsequent to the winding-up on unrealized, unrecovered or outstanding contribution, the Liquidator may make an application to the Tribunal supported by an affidavit for an order against such partner for the payment of such moneys. Notice of the application shall be given to such partner by registered post or through empanelled courier agency not less than fourteen days prior to the date fixed for the hearing of the application. EXAMINATION OF PERSON SUSPECTED OF HAVING PROPE....
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....ed by the Member or Registrar of Tribunal with due regard to the scale of fees in force in the Tribunal. When the summons is served by registered or speed post, such sum shall be sent to such person by any other manner. 214. Conduct of the examination. (1) The Liquidator shall conduct an examination: provided that, the Tribunal may, if for any reasons it thinks fit to do so, entrust the conduct of the examination to any partner or creditors. (2) Where the conduct of the examination is entrusted to any person other than the Liquidator, the Liquidator shall nevertheless be entitled to be present at the examination in person or by advocate or by authorized representative, and may take notice of the examination for his own use and put such questions to the person examined as the Tribunal may allow. (3) Save as provided in sub-rules (1) and (2), no person shall be entitled to take part in an examination except the Liquidator and his advocate, but any person examined shall be entitled to have the assistance of his advocate, who may re-examine the witness: Provided that the Tribunal may permit, if it thinks fit, any creditor or partner to attend the examination subject to such condit....
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....for the examination and the officer before whom it is to be held, together with a copy of the order directing the examination. (2) Where a public examination is adjourned, it shall not be necessary to advertise the adjournment or serve notice thereof unless otherwise ordered. 218. Adjournment of public examination to Tribunal. Where on an examination held before an officer appointed by the Member, such officer is of the opinion that the examination is being unduly or unnecessarily protracted or, for any other sufficient cause, he is of the opinion that the examination should be held before the Member, such officer may adjourn the examination of any person, or any part of the examination to be held before the Member and submit his report to the Member and the Member may thereupon hold the examination himself or pass such orders as he may think fit. 219. Procedure for contumacy. (1) If a person examined before an officer appointed by the Member refuses to answer to the satisfaction of such officer any question which he may put or allow to be put, such officer shall report such refusal to the Member and upon such report being made, the person in default shall be dealt with in the....
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....tion with fraud, etc., the procedures relating to a public examination in a winding-up by the Tribunal shall apply mutatis mutandis in respect of such examination. APPLICATION AGAINST DELINQUENT PARTNERS, DESIGNATED PARTNERS AND OFFICERS OF THE LLP 225. Applications in connection with Liability for fraudulent conduct of business or to assess damages against delinquent partners, etc. (1) An application shall be made by a summons returnable in the first instance in chambers and the summons shall state the nature of the declaration or order for which the application is made, and the grounds of the application, and shall be served on every person against whom an order is sought not less than seven days before the day named in the summons for the hearing of the application. (2) It shall not be necessary to file any affidavit or report before the return of the summons. The summons shall be in Form No. 74 or 74A with such variations as may be necessary. 226. Directions at preliminary hearing of summons. On the return of the summons, the Tribunal may give such directions as it shall think fit as to whether points of claim and defense are to be delivered, as to the taking of evidence ....
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....n Form No.77, and shall be served not less than seven days before the date fixed for the hearing, together with a copy of the summons and of the affidavit filed in support thereof and the notice shall require that any affidavit-in-opposition to the summons shall be filed in Tribunal and a copy thereof served on the Liquidator of the LLP not later than two days before the date fixed for the hearing. 232. Order granting leave to disclaim. On the hearing of the summons, the Tribunal may after hearing the Liquidator and such parties as may appear in response to the notices issued, and such other persons appearing and interested as the Tribunal may think fit to hear, grant leave to the Liquidator and to disclaim on such terms and conditions if any, as to the Tribunal may seem just and the order granting leave to disclaim shall be in Form No.78. 233. Disclaimer to be filed in Tribunal. (1) Every disclaimer shall be filed in Tribunal by the Liquidator and shall not be operative until it is so filed. Where the disclaimer is in respect of a leasehold interest, it shall be filed in Tribunal forthwith. Notice of the filing of the disclaimer shall be given to the persons interested in the ....
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....orm the lessee's covenants in the lease, freed and discharged from all estates, encumbrances and interests created therein by the LLP. (2) The Tribunal may adjourn the application for such notice to be given and for such under-lessee, mortgagee or holder of charge, to be added as a party to and served with a copy of the application, and to make, if he sees fit, such election and application as is mentioned in the notice and if at the expiration of the time so fixed by the Tribunal, such under-lessee, mortgagee or holder of charge, fails to make such election and application, the Tribunal, may make an order vesting the property in the applicant or other person who, in the opinion of the Tribunal, may be entitled thereto, and excluding such under-lessee, mortgagee or holder of charge, from all interest in or security upon the property. (3) Any person injured by the operation of a disclaimer under this rule shall be deemed to be a creditor of the LLP to the amount of the compensation or damages payable in respect of the injury, and may accordingly prove the amount as a debt in the winding up. (4) An order requiring parties interested in a disclaimed lease to apply for a vesting....
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....d by the Tribunal or as approved by the Tribunal. DISTRIBUTABLE SUM AND RETURNS OF ASSETS IN A WINDING UP BY TRIBUNAL 240. Declaration of distributable sum or return of assets. No distributable sum to creditors or return of assets to partners shall be declared by the Liquidator without the sanction of the Tribunal and no payment shall be made to the creditors which would be deemed to be distributable sum without filing list of creditors and sanctioned by the Tribunal as distributable sum and no payment shall be made to the partners without filing final settlement of the list of settlement of partners and sanctioned by the Tribunal. 241. Notice of declaration. The Liquidator shall give notice of the declaration of distributable sum not less than one month prior to the date fixed for the payment thereof and unless otherwise directed by the Member, such notice shall be given by advertisement in such newspapers as the Member shall direct and by sending by prepaid letter post under certificate of posting a notice to every person whose name appears in the list of creditors as on such date. The advertisement shall be in Form No.82 and the notice to creditor in Form No.83. 242. Form ....
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....btaining a personal indemnity from the payee. TERMINATION OF WINDING UP 246. Liquidator to apply for dissolution, (1) As soon as the affairs of the LLP have been fully wound up, the Liquidator in a winding-up by the Tribunal shall file his final account with the Tribunal in Form No.89 and apply for orders as to the dissolution of the LLP. (2) The application shall not be set down for hearing until the completion of the audit of the final accounts and the filing of the auditor's certificate in relation thereto and in the event, affairs of the LLP have not been wound up within one year from the date of the winding up order, the liquidator shall file an application before the Tribunal explaining the reasons and seek appropriate directions. 247. Dissolution of the LLP. Upon the hearing of the application, the Tribunal may, after hearing the Liquidator and any other person to whom notice may have been ordered by the Tribunal, upon perusing the account as audited, make such orders as it may think fit to the dissolution of the LLP, the application, subject to the provisions of the Act, of the balance in the hands of the Liquidator or the payment thereof into the LLPs Liquidation....
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.... be excluded. REGISTERS AND BOOKS OF ACCOUNT OF THE LIQUIDATOR 251. Registers and Books to be maintained by the Liquidator. (1) The Liquidator shall maintain the following Registers and Books either in physical or digital format or both physical and digital:- (a) Register of Liquidations in Form No. 87; (b) Central Cash Book in Form No. 87A; (c) LLP's Cash Book in Form No. 87B; (d) General Ledger in Form No. 87C; (e) Cashier's Cash Book in Form No. 87D; (f) Bank Ledger in Form No. 87E; (g) Register of Assets in Form No. 87F; (h) Investment Register in Form No. 87G; (i) Register of Book Debts and Outstanding in Form No. 87H; (j) Tenants Ledger in Form No. 87-I; (k) Suits Register in Form No. 87J; (l) Decree Register in Form No. 87K; (m) Sales Register in Form No. 87L; (n) Register of Claims and Distributable sums in Form No. 87M; (o) partners Register/ Ledger in Form No. 87N; (p) Distributable sums Paid Register in Form No. 87-O; (q) Commission Register in Form No. 87P; (r) Suspense Register in Form No. 87Q; (s) Documents Register in Form No. 87R; (t) Books Register in Form No. 87S; (u) Register of unclaimed distributable sums and ....
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....be machine numbered serially, from which shall be issued all receipts for payment made to the Liquidator. The duplicate and the triplicate shall bear the same number as the original. (7) The Liquidator shall keep proper vouchers for all payments made or expenses incurred by him. The vouchers shall be serially numbered. BANKING ACCOUNT OF THE LIQUIDATOR 252. All money to be paid into Scheduled Bank. (1) The Liquidator shall pay into the Public Account of India or the designated Scheduled bank (hereinafter referred to as the Bank) to the credit of an account in his Official name, all moneys received by him as the Liquidator of any LLP, and the realizations of each day shall be paid into the Bank without deduction not later than the next working day of the Bank, provided that the remittance of money into the Bank may be deferred until the realizations exceed rupees one thousand. All payments out of the account by the Liquidator above rupees one thousand shall ordinarily be made by cheques drawn against the said account: Provided that in the case of liquidator appointed from the panel, the Tribunal may direct maintaining and operating the bank account in any other manner. (2) The....
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....e sum shall be made from the said Liquidator's distributable sum account and any unpaid balance in the account shall be transferred back to the Liquidator's account in the Reserve Bank of India or designated bank before being paid into the LLPs liquidation account as unclaimed distributable sums. (3) All payments of distributable sums above ₹ 100 shall ordinarily be made by cheques drawn against the said account. 256. Fees to be credited to Central Government. (1) In every winding up where the Official Liquidator becomes or acts as Liquidator or is appointed as Liquidator in terms of rule 29, there shall be paid into the public account of India in the designated bank to the credit of the Central Government, from out of the assets of the LLP in liquidation (or by the petitioner as provided in clause (a) below) such amount as laid down in clause (b) on or before 30th October the commission due for the preceding period ended 31st March. (2) In the cases where Liquidator is appointed in terms of rule 29, the remuneration of the Liquidator shall be approved by the Tribunal subject to a maximum remuneration of 5% of the value of the debt recovered and realization by sal....
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....the remuneration payable to such additional liquidators; (h) where the Tribunal has sanctioned the reconstruction of the LLP under liquidation or a scheme of arrangement of its affairs, or where for any reason the Tribunal is of the opinion that the fees prescribed above would be insufficient. Such fee may be made as the Tribunal thinks fit. (2) In every winding up where Liquidator has been appointed under any other rule, the remuneration of the Liquidator shall be approved by the Tribunal subject to a maximum remuneration of five per cent of the value of the debt recovered and realization by sale of assets. 257. Where the LLP has no available assets. Where a LLP against which a winding up order has been made has no available assets, the Liquidator may, with the leave of the Tribunal, incur any necessary expenses in connection with the winding up out of any permanent advance or other fund provided by the Central Government or the Tribunal, and the expenses so incurred shall be recouped out of the assets of the LLP in priority to the debts of the LLP: Provided that where any money has been advanced to the Liquidator by the petitioning or other creditor or partner for meeting a....
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....e-tax as may be due in respect of any distributable sums or interest received on the securities or investments and credit the same when realised to the appropriate account. FILING, AUDIT AND INSPECTION OF THE LIQUIDATOR'S ACCOUNT 263. Yearly Accounts to be filled. (1) Unless otherwise ordered by the Tribunal the liquidator shall prepare, every year, a statement of accounts as on the 31st March within two months from the 31st March and file such accounts with the Registrar not later than 30th September following. (2) The final accounts of the liquidator shall be filed with the Tribunal and the Registrar as soon as the affairs of the LLP have been fully wound up, irrespective of the period prescribed above. Explanation;- "Year" in relation to the statement means period from first day of April of the year to the 31st day of March following year. 264. Form of accounts. The Account shall be in Form No. 15 and shall be verified by a declaration. The final account shall be in Form No. 89. 265. Nil Account Where the 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....
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....t of a LLP for one year subject to variation of 25% of the aforesaid fee at the discretion of the Member or Tribunal for reasons to be recorded in writing. 269. Inspection of the account and certificate of audit. Any creditor or partner shall be entitled to inspect the accounts and the auditor's certificate in the office of the Tribunal on payment of a fee as specified in Annexure, and to obtain a copy thereof on payment of the specified charges. 270. Account and auditor's report to be placed before Member. Upon the audit of the account, the Registrar of Tribunal shall place the statement of account and the auditor's certificate before the Member for his consideration and orders. 271. Assistance for the Liquidator. The Liquidator may, appoint one or more practicing Chartered Accountants or practicing Company Secretaries or practicing Cost Accountants or legal practitioners entitled to appear before the Tribunal or such other professionals or experts or valuer or agency as he considers necessary to assist him in the performance of his duties and functions under the Act or the rules, in accordance with the rule 42. 272. Employment of additional or special staff whe....
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....l thereupon investigate the matter and may, if it thinks it expedient, apply to the Tribunal for an order conferring on any person designated by the Central Government for the purpose, with respect to the LLP concerned, all such powers of investigating the affairs of the LLP as are provided by this Act in the case of a winding up by the Tribunal. VOLUNTARY WINDING UP AND WINDING UP SUBJECT TO SUPERVISION 275. Applicability of rules. (1) Where an application is made to the Tribunal in pursuance of the provisions relating to the voluntary winding up of a LLP, whether or not an order shall have been made that the voluntary winding up shall continue, the proceedings contained in these rules, so far as may be, shall be applied to the subject- matter and mode of such application in a voluntary winding up. (2) Save as aforesaid, Rules which from their nature and subject-matter, or by the headlines above the group in which they are contained or by their terms are made applicable only to proceedings in a winding-up by the Tribunal or only to such proceedings and to proceedings in a creditors' voluntary winding up, shall not apply to proceedings in a voluntary winding up, or, as the ....
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....P liquidator carries on the business of the LLP, he shall not, without the express sanction of the Tribunal, purchase goods for the carrying on of such business from any person whose connection with him is of such a nature as would result in his obtaining directly or indirectly any benefit out of the transaction. Where the LLP liquidator applies for sanction, he shall disclose in his application the nature of his interest in the transaction, and the cost of obtaining sanction of Tribunal shall be borne by the LLP liquidator personally. 282. Office of LLP liquidator vacated by his insolvency. An LLP liquidator against whom an order of adjudication is made, shall thereby vacate his office, and for the purpose of the application of the Act and the rules, he shall be deemed to have been removed. 283. Resignation of LLP liquidator. (1) An LLP liquidator who desires to resign his office shall summon separate meetings of the partners and creditors, if any, of the LLP to decide whether or not his resignation shall be accepted. If the partners and creditors, if any, agree, by majority, to accept the resignation of the LLP liquidator, the resignation shall take effect. In any other case,....
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....so keep a book showing the dates at which all notices to creditors and partners were sent out and posted. The person who dispatched the notices shall initial the entries in the book relating thereto. (4) The accounts of the liquidator shall be open to the inspection of every creditor or partner during office hours upon payment of a fee of ₹ 10 for every hour of inspection or part thereof. 286. Banking account of the LLP liquidator. (1) The liquidator shall open a account of the liquidator called the "Liquidation Account of ………….. LLP" in a Scheduled Bank, into which he shall pay all money received by him as liquidator, and the realization of each day shall be paid into the said account without deduction not later than the next working day of the Bank, provided that the remittance of moneys into the Bank may be deferred until the realization exceeds ₹ 1000. The money needed for meeting the expenses of liquidation or for making any payments by the liquidator in cash shall be drawn from the Bank by cheques drawn upon the Bank by the liquidator. All payments by the liquidator above ₹ 1000/- shall ordinarily be made by cheque. ....
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....cessary in the case of the final account) and shall be prepared in accordance with the instructions contained in the Form and verified by an affidavit. (4) Where the liquidator has not, during any period for which the statement has to be filed, received or paid any money on account of the LLP, he shall, at the period when he is required to file his statement, file with the Registrar the prescribed statement in the above Form No. 15, containing the particulars therein required with respect to the proceedings in and the position of the liquidation together with an affidavit of no receipt or payments. (5) Every statement shall be filed in duplicate with the Registrar, and, in a winding up under the supervision of the Tribunal, a copy of the statement shall also be filed in the Tribunal, within the time prescribed in clause (1) above. 290. Submission of periodical reports to the Tribunal. (1) The LLP Liquidator shall make periodical reports to the Tribunal and in any case make a report at the end of each quarter with respect to the progress of the winding up of the LLP in Form No. 8. 291. Notice convening final meeting and the account to be laid before the meeting. The notice c....
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..... For purposes of payment of unclaimed distributable sums and undistributed assets into the LLPs Liquidation Account, money invested or deposited at interest by the liquidator shall be deemed to be money in his hand, and when such money forms part of the unclaimed distributable sums or undistributed assets of the LLP, the liquidator shall realize the investment or withdraw the deposit and shall pay the proceeds into the LLPs Liquidation Account. 298. Operation and maintenance of the Account. LLP Liquidation account shall be operated by the Registrar and the Registrar shall cause to be maintained in his office separate accounts in respect of each LLP whose unpaid distributable sums or undistributed assets are deposited in the said account. COST INCLUDING EXPENSES, CHARGES OR FEES 299. Cost, expenses, charges or fees payable out of the assets in a winding up by the Tribunal (1) The assets of a LLP in a winding up by the Tribunal remaining after payment of the fees and expenses properly incurred in preserving, realizing or getting in the assets including, where the LLP has previously commenced to be wound up voluntarily, such remuneration, cost and expenses as the Tribunal may a....