60. Compromise, or arrangement of limited liability partnerships.—(1) Where a compromise or
arrangement is proposed—
(a) between a limited liability partnership and its creditors; or
(b) between a limited liability partnership and its partners,
the Tribunal may, on the application of the limited liability partnership or of any creditor or partner of the
limited liability partnership, or, in the case of a limited liability partnership which is being wound up, of
the liquidator, order a meeting of the creditors or of the partners, as the case may be, to be called, held and
conducted in such manner as may be prescribed or as the Tribunal directs.
(2) If a majority representing three-fourths in value of the creditors, or partners, as the case may be, at
the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if
sanctioned by the Tribunal, by order be binding on all the creditors or all the partners, as the case may be,
and also on the limited liability partnership, or in the case of a limited liability partnership which is being
wound up, on the liquidator and contributories of the limited liability partnership:
Provided that no order sanctioning any compromise or arrangement shall be made by the Tribunal
unless the Tribunal is satisfied that the limited liability partnership or any other person by whom an
application has been made under sub-section (1) has disclosed to the Tribunal, by affidavit or otherwise,
all material facts relating to the limited liability partnership, including the latest financial position of the
limited liability partnership and the pendency of any investigation proceedings in relation to the limited
liability partnership.
(3) An order made by the Tribunal under sub-section (2) shall be filed by the limited liability
partnership with the Registrar within thirty days after making such an order and shall have effect only
after it is so filed.
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[(4) If default is made in complying with the provisions of sub-section (3), the limited liability
partnership and its every designated partner shall be liable to a penalty of ten thousand rupees, and in case
of continuing default, with a further penalty of one hundred rupees for each day after the first during
which such default continues, subject to a maximum of one lakh rupees for limited liability partnership
and fifty thousand rupees for every designated partner.]
1. Subs. by Act 31 of 2021, s. 2, for “the Companies Act, 1956 (1 of 1956)” (w.e.f. 1-4-2022).
2. Subs. by Act 31 of 2021, s. 17, for sub-section (4) (w.e.f. 1-4-2022).
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(5) The Tribunal may, at any time after an application has been made to it under this section, stay the
commencement or continuation of any suit or proceeding against the limited liability partnership on such
terms as the Tribunal thinks fit, until the application is finally disposed of.
61. Power of Tribunal to enforce compromise or arrangement.—(1) Where the Tribunal makes an
order under section 60 sanctioning a compromise or an arrangement in respect of a limited liability
partnership, it—
(a) shall have power to supervise the carrying out of the compromise or an arrangement; and
(b) may, at the time of making such order or at any time thereafter, give such directions in regard
to any matter or make such modifications in the compromise or arrangement as it may consider
necessary for the proper working of the compromise or arrangement.
(2) If the Tribunal aforesaid is satisfied that a compromise or an arrangement sanctioned under
section 60 cannot be worked satisfactorily with or without modifications, it may, either on its own motion
or on the application of any person interested in the affairs of the limited liability partnership, make an
order for winding up the limited liability partnership, and such an order shall be deemed to be an order
made under section 64 of this Act.
62. Provisions for facilitating reconstruction or amalgamation of limited liability
partnerships.—(1) Where an application is made to the Tribunal under section 60 for sanctioning of a
compromise or arrangement proposed between a limited liability partnership and any such persons as are
mentioned in that section, and it is shown to the Tribunal that—
(a) compromise or arrangement has been proposed for the purposes of, or in connection with, a
scheme for the reconstruction of any limited liability partnership or limited liability partnerships, or
the amalgamation of any two or more limited liability partnerships; and
(b) under the scheme the whole or any part of the undertaking, property or liabilities of any
limited liability partnership concerned in the scheme (in this section referred to as a "transferor
limited liability partnership") is to be transferred to another limited liability partnership (in this
section referred to as the "transferee limited liability partnership"), the Tribunal may, either by the
order sanctioning the compromise or arrangement or by a subsequent order, make provisions for all or
any of the following matters, namely:—
(i) the transfer to the transferee limited liability partnership of the whole or any part of the
undertaking, property or liabilities of any transferor limited liability partnership;
(ii) the continuation by or against the transferee limited liability partnership of any legal
proceedings pending by or against any transferor limited liability partnership;
(iii) the dissolution, without winding up, of any transferor limited liability partnership;
(iv) the provision to be made for any person who, within such time and in such manner as the
Tribunal directs, dissent from the compromise or arrangement; and
(v) such incidental, consequential and supplemental matters as are necessary to secure that the
reconstruction or amalgamation shall be fully and effectively carried out:
Provided that no compromise or arrangement proposed for the purposes of, or in connection
with, a scheme for the amalgamation of a limited liability partnership, which is being wound up,
with any other limited liability partnership or limited liability partnerships, shall be sanctioned by
the Tribunal unless the Tribunal has received a report from the Registrar that the affairs of the
limited liability partnership have not been conducted in a manner prejudicial to the interests of its
partners or to public interest:
Provided further that no order for the dissolution of any transferor limited liability partnership
under clause (iii) shall be made by the Tribunal unless the Official Liquidator has, on scrutiny of
the books and papers of the limited liability partnership, made a report to the Tribunal that the
affairs of the limited liability partnership have not been conducted in a manner prejudicial to the
interests of its partners or to public interest.
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(2) Where an order under this section provides for the transfer of any property or liabilities, then, by
virtue of the order, that property shall be transferred to and vest in, and those liabilities shall be
transferred to and become the liabilities of, the transferee limited liability partnership; and in the case of
any property, if the order so directs, freed from any charge which is, by virtue of the compromise or
arrangement, to cease to have effect.
(3) Within thirty days after the making of an order under this section, every limited liability
partnership in relation to which the order is made shall cause a certified copy thereof to be filed with the
Registrar for registration.
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[(4) If default is made in complying with the provisions of sub-section (3), the limited liability
partnership and its every designated partner shall be liable to a penalty of ten thousand rupees, and in case
of the continuing default, with a further penalty of one hundred rupees for each day, after the first during
which such default continues, subject to a maximum of one lakh rupees for limited liability partnership
and fifty thousand rupees for every designated partner.
Explanation.—For the purposes of this section,—
(i) “property” includes property, rights and powers of every description and “liabilities” includes
duties of every description;
(ii) a “limited liability partnership” shall not be amalgamated with a company.]