In-depth analysis of the Limited Liability Partnership (Amendment) Act, 2021

Sr. No.

Amendment

Effect/ Comments

1

Substitution:

Throughout the Limited Liability Partnership Act, 2008 (hereinafter referred to as the principal Act), for the words and figures 'the Companies Act, 1956' wherever they occur, the words and figures 'the Companies Act, 2013' shall be substituted.

To bring the provisions of LLP Act in line with the latest Companies Act.

2

Substitution: Section 2(1)(c)

for the words, brackets, figures and letters 'sub-section (1) of section 10FR', the word and figures 'section 410' shall be substituted.

To bring the provisions of LLP Act in line with the latest Companies Act.

3

Substitution: Section 2(1)(d)

for the word and figure 'section 3', occurring at both the places, the words, brackets and figures 'clause (20) of section 2' shall be substituted.

To bring the provisions of LLP Act in line with the latest Companies Act.

4

Substitution: Section 2(1)(e)

for the words 'and occupation', the words 'and occupation except any activity which the Central Government may, by notification, exclude' shall be substituted.

The term business shall not include those activities which the CG by notification may exclude.

5

Insertion: after Section 2(1)(i)

(ia) 'debenture' means a non-convertible debenture issued by a limited

liability partnership evidencing a debt and constituting a charge on the assets of such limited liability partnership.

With the advent of this amendment, the concept of debentures is introduced in the LLP Act and now, LLPs are eligible to issue non-convertible debentures.

6

Insertion: after Section 2(1)(r)

(ra) 'Regional Director' means a person appointed as such by the Central Government for the purposes of this Act or the Companies Act, 2013, as the case may be.

Introduction of definition of RD in the LLP Act.

7

Substitution: Section 2(1)(s)

'Registrar' means a person appointed by the Central Government as Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, for the purposes of this Act or the Companies Act, 2013, as the case may be.

To bring the provisions of LLP Act in line with the latest Companies Act.

8

Insertion: after Section 2(1)(t)

(ta) 'small limited liability partnership' means a limited liability Partnership:

(i) the contribution of which, does not exceed twenty-five lakh rupees or such higher amount, not exceeding five crore rupees, as may be prescribed; and

(ii) the turnover of which, as per the Statement of Accounts and Solvency for the immediately preceding financial year, does not exceed forty lakh rupees or such higher amount, not exceeding fifty crore rupees, as may be prescribed; or

(iii) which meets such other requirements as may be prescribed, and fulfils such terms and conditions as may be prescribed.

To promote the ease of doing business in the Country, particularly for micro and small enterprises, the concept of Small LLP is introduced which is in line with the concept of Small Companies under the Companies Act, 2013.

The intent is to form a class of LLPs which is subject to lesser compliances, lesser fees or additional fees, etc, so as to reduce the cost of compliance.

9

Substitution: Section 2(1)(u)

for the words, figures and letters 'sub-section (1) of section 10FB', the word and figures 'section 408' shall be substituted.

To bring the provisions of LLP Act in line with the latest Companies Act.

10

Substitution: Section 7(1) Explanation

for the words 'eighty-two days during the immediately preceding one year', the words 'twenty days during the financial year' shall be substituted.

This is a welcoming amendment.

With this amendment, the minimum no. of days which a DP has to stay in India in the preceding year to fall within the meaning of resident in India is reduced from 182 days during the immediately preceding one year to 120 days during the F.Y.

11

Substitution: Section 7(6)

for the words, figures and letters 'sections 266A to 266G', the word and figures 'sections 153 to 159' shall be substituted.

To bring the provisions of LLP Act in line with the latest Companies Act.

12

Omission: Section 10 Marginal heading

in the marginal heading, the figure '8' shall be omitted.

Decriminalization of offence under section 8 of the Act.

13

Substitution: Section 10(1)

for the words 'punishable with fine which shall not be less than ten thousand rupees, but which may extend to five lakh rupees', the following shall be substituted, namely:

'liable to a penalty of ten thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every partner of such limited liability partnership.'

To bring the punishment for contravention of section 7(1) under the In-house Adjudication Mechanism (IAM), this sub-section is amended, accordingly the monetary punishment is also reduced by applying maximum cap on the same.

14

Substitution: Section 10(2)

(2) If the limited liability partnership contravenes the provision of sub-section (4) of section 7, such limited liability partnership and its every designated partner shall be liable to a penalty of five thousand rupees and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and twenty-five thousand rupees for its every designated partner.

(3) If the limited liability partnership contravenes the provisions of sub-section (5) of section 7 or section 9, such limited liability partnership and its every partner shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for its every partner.

To bring the punishments for contravention of section 7(4), 7(5) & 9 under the In-house Adjudication Mechanism (IAM), this sub-section is amended, accordingly the monetary punishment is also reduced by applying maximum cap on the same.

15

Substitution: Section 13(4)

(4) If any default is made in complying with the requirements of this section, the limited liability partnership and its every partner shall be liable to a penalty of five hundred rupees for each day during which the default continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and its every partner.

The contraventions pertain to non-maintenance of registered office for receiving and acknowledging communications and notices as may be addressed to it. To align these provisions with section 12 of the Companies Act, 2013 (which is subject to civil liability under IAM), the necessary amendments are made with suitable modifications.

16

Substitution: Section 15(2)(b)

(b) identical or too nearly resembles to that of any other limited liability partnership or a company or a registered trade mark of any other person under the Trade Marks Act, 1999.

The aim of this amendment is to remove the requirement of matching name with that of partnership firms, body corporates (other than registered companies) and trademarks which are subject to application, while getting the LLP registered.

17

Substitution: Section 17

(1) Notwithstanding anything contained in sections 15 and 16, if through inadvertence or otherwise, a limited liability partnership, on its first registration or on its registration by a new name, is registered by a name which is identical with or too nearly resembles to:

(a) that of any other limited liability partnership or a company; or

(b) a registered trade mark of such proprietor under the Trade Marks Act, 1999,

as is likely to be mistaken for it, then on an application of such limited liability partnership or proprietor referred to in clauses (a) and (b) respectively or a company, the Central Government may direct that such limited liability partnership to change its name or new name within a period of three months from the date of issue of such direction:

Provided that an application of the proprietor of the registered trademarks shall be maintainable within a period of three years from the date of incorporation or registration or change of name of the limited liability partnership under this Act.

(2) Where a limited liability partnership changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of the change to Registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and within thirty days of such change in the certificate of incorporation, such limited liability partnership shall change its name in the limited liability partnership agreement.

(3) If the limited liability partnership is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the

limited liability partnership in such manner as may be prescribed and the Registrar shall enter the new name in the register of limited liability partnerships in place of the old name and issue a fresh certificate of incorporation with new name, which the limited liability partnership shall use thereafter:

Provided that nothing contained in this sub-section shall prevent a limited liability partnership from subsequently changing its name in accordance with the provisions of section 16.

The whole-sole purpose of this amendment is to bring the provisions of section 17 of the LLP Act (Change of name of LLP) in line with the provisions of section 16 of the Companies Act, 2013 which was amended vide the Companies (Amendment) Act, 2020 to empower the CG to allot a name to those Companies which fail to change/ rectify the name in accordance with the given directions.

The amended provisions of section 16 of the Companies Act, 2013 came into force w.e.f. 22^nd July, 2021.

18

Omission: Section 18

As the provisions of section 18 are modified and merged with section 17 itself.

19

Substitution: Section 21(2)

If the limited liability partnership contravenes the provisions of this section, the limited liability partnership shall be liable to a penalty of ten thousand rupees.

Violation under section 21 is a procedural violation and the same can be subjected to civil liability under IAM, hence this amendment.

20

Substitution: Section 25(4), (5)

(4) If the limited liability partnership contravenes the provisions of sub-section

(2), the limited liability partnership and its every designated partner shall be liable to a penalty of ten thousand rupees.

(5) If the contravention referred to in sub-section (1) is made by any partner of the limited liability partnership, such partner shall be liable to a penalty of ten thousand rupees.

Violation under section 25 is related to providing information to the Registrar about changes in Partners within stipulated time, which in essence, is a procedural violation, non-compliance of which can be rectified by an LLP and the same can be subjected to civil liability under IAM, hence this amendment.

21

Substitution: Section 30(2)

for the words 'two years', the words 'five years' shall be substituted.

The imprisonment in case of fraud is increased from 2 years to 5 years.

22

 Substitution: Section 34(5)

(5) Any limited liability partnership which fails to comply with the provisions of sub-section (3), such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every designated partner.

(6) Any limited liability partnership which fails to comply with the provisions of sub-section (1), sub-section (2) and sub-section (4), such limited liability partnership shall be punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees and every designated partner of such limited liability partnership shall be punishable with fine which shall not be less than ten thousand rupees, but may extend to one lakh rupees.

This amendment is meant for decriminalizing non-filing of Statement of Account and Solvency and the same can be subjected to civil liability under IAM as in the case of the Companies Act, 2013.

23

Insertion: after Section 34

34A. The Central Government may, in consultation with the National Financial Reporting Authority constituted under section 132 of the Companies Act, 2013:

(a) prescribe the standards of accounting; and

(b) prescribe the standards of auditing, as recommended by the Institute of Chartered Accountants of India constituted under section 3 of the Chartered Accountants Act, 1949, for a class or classes of limited liability partnerships.

To empower the Central Government to prescribe Accounting and Auditing Standards for certain classes of LLPs.

24

Substitution: Section 35 (2), (3)

(2) If any limited liability partnership fails to file its annual return under sub-section (1) before the expiry of the period specified therein, such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for designated partners.

Decriminalization of penal provision for non-filing of annual return by LLP within the prescribed period.

25

Substitution: Section 39

(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Regional Director or any other officer not below the rank of Regional Director authorized by the Central Government may compound any offence under this Act which is punishable with fine only, by collecting from a person reasonably suspected of having committed the offence, a sum which may extend to the amount of the maximum fine provided for the offence but shall not be lower than the minimum amount provided for the offence.

(2) Nothing contained in sub-section (1) shall apply to an offence committed by a limited liability partnership or its partner or its designated partner within a period of three years from the date on which similar offence committed by it or him was compounded under this section.

Explanation: For the removal of doubts, it is hereby clarified that any second or subsequent offence committed after the expiry of the period of three years from the date on which the offence was previously compounded, shall be deemed to be the first offence.

(3) Every application for the compounding of an offence shall be made to the Registrar who shall forward the same, together with his comments thereon, to the Regional Director or any other officer not below the rank of Regional Director authorized by the Central Government, as the case may be.

(4) Where any offence is compounded under this section, whether before or after the institution of any prosecution, intimation thereof shall be given to the Registrar within a period of seven days from the date on which the offence is so compounded.

(5) Where any offence is compounded before the institution of any prosecution, no prosecution shall be instituted in relation to such offence.

(6) Where the compounding of any offence is made after the institution of any prosecution, such compounding shall be brought by the Registrar in writing, to the notice of the court in which prosecution is pending and on such notice of the compounding of the offence being given, the offender in relation to which the offence is so compounded shall be discharged.

(7) The Regional Director or any other officer not below the rank of Regional Director authorised by the Central Government, while dealing with the proposal for compounding of an offence may, by an order, direct any partner, designated partner or other employee of the limited liability partnership to file or register, or on payment of fee or additional fee as required to be paid under this Act, such return, account or other document within such time as may be specified in the order.

(8) Notwithstanding anything contained in this section, if any partner or designated partner or other employee of the limited liability partnership who fails to comply with any order made by the Regional Director or any other officer not below the rank of Regional Director authorised by the Central Government, under sub-section (7), the maximum amount of fine for the offence, which was under consideration of Regional Director or such authorised officer for compounding under this section shall be twice the amount provided in the corresponding section in which punishment for such offence is provided.

The existing provision for compounding of offences under Section 39 did not delineate principles for compounding of offences, manner and procedure thereof and effect of compounding on pending prosecutions in the trial courts, that is why this amendment is introduced.

26

Substitution: Section 60(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.

Decriminalization of penal provisions for non-filing of order of Tribunal for compromise or arrangement within the prescribed time.

27

Substitution: Section 62(4)

(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.

Decriminalization of penal provisions for non-filing of order of Tribunal within prescribed time.

28

Substitution: Section 62 Explanation

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.

-

29

Insertion: after Section 67

67A. (1) The Central Government may, for the purpose of providing speedy trial of offences under this Act, by notification, establish or designate as many Special Courts as may be necessary for such area or areas, as may be specified in the notification.

(2) The Special Court shall consist of—

(a) a single Judge holding office as Sessions Judge or Additional Sessions Judge, in case of offences punishable under this Act with imprisonment of three years or more; and

(b) a Metropolitan Magistrate or a Judicial Magistrate of the first class, in the case of other offences,

who shall be appointed by the Central Government with the concurrence of the Chief Justice of the High Court:

Provided that until Special Courts are designated or established under sub-section (1), the Courts designated as Special Courts in terms of section 435 of the Companies Act, 2013 shall be deemed to be Special Courts for the purpose of trial of offences punishable under this Act:

Provided further that notwithstanding anything contained in the Code of Criminal Procedure, 1973, any offence committed under this Act, which is triable by a Special Court shall, until a Special Court is established under this Act or the Companies Act, 2013, be tried by a Court of Sessions or the Court of Metropolitan Magistrate or a Judicial Magistrate of the first class, as the case may be, exercising jurisdiction over the area.

67B. (1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973, all offences specified under sub-section (1) of section 67A shall be triable only by the Special Court established or designated for the area in which the registered office of the limited liability partnership is situated in relation to which the offence is committed or where there are more than one Special Courts for such area, by such one of them as may be specified in this behalf by the High Court concerned.

(2) While trying an offence under this Act, a Special Court may also try an offence other than an offence under this Act with which the accused may, under the Code of Criminal Procedure, 1973 be charged at the same trial.

(3) Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Special Court may, if it thinks fit, try in a summary way any offence under this Act which is punishable with imprisonment for a term not exceeding three years:

Provided that in the case of any conviction in a summary trial, no sentence of imprisonment for a term exceeding one year shall be passed:

Provided further that, when at the commencement of or in the course of a summary trial, it appears to the Special Court that the nature of the case is such that the sentence of imprisonment for a term exceeding one year may have to be passed or that it is, for any other reason, undesirable to try the case summarily, the Special Court shall, after hearing the parties, record an order to that effect and thereafter recall any witnesses who may have been examined and proceed to hear or re-hear the case in accordance with the procedure for the regular trial.

67C. The High Court may exercise, so far as may be applicable, all the powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a High Court, as if a Special Court within the local limits of the jurisdiction of the High Court were a Court of Sessions trying cases within the local limits of the jurisdiction of the High Court.

Three new sections are inserted to empower the CG to establish or designate as many Special Courts as may be necessary for the purpose of providing speedy trial of offences under this Act, the composition of such courts and the procedural aspects and for appeal and revision by the High Court.

30

Insertion: after Section 68

68A. (1) For the purpose of exercising such powers and discharging such functions as are conferred on the Central Government by or under this Act or under rules made thereunder and for the purpose of registration of limited liability partnerships under this Act, the Central Government shall, by notification, establish such number of registration offices at such places as it thinks fit, specifying their jurisdiction.

(2) The Central Government may appoint such Registrars, Additional Registrars, Joint Registrars, Deputy Registrars and Assistant Registrars as it considers necessary, for the registration of limited liability partnerships and discharge of various functions under this Act.

(3) The powers and duties of the Registrars referred to in sub-section (2) and the terms and conditions of their service shall be such as may be prescribed.

(4) The Central Government may direct the Registrar to prepare a seal or seals for the authentication of documents required for, or connected with the registration of limited liability partnerships

It is to be noted that notification appointing adjudicating officers under the section 77A (inserted vide this Act) is required to specify territorial jurisdiction of such adjudicating officers. However, in the existing Act, there was no such provision for establishing new offices at such places as the Central Government thinks fit. Therefore, section 68A is inserted in the Act in line with the provisions of section 396 of the Companies Act, 2013.

31

Substitution: Section 69

Any document or return required to be registered or filed under this Act with Registrar, if, is not registered or filed in time provided therein, may be registered or filed after that time, on payment of such additional fee as may be prescribed in addition to any fee as is payable for filing of such document or return:

Provided that such document or return shall be filed after the due date of filing, without prejudice to any other action or liability under this Act:

Provided further that a different fee or additional fee may be prescribed for different classes of limited liability partnerships or for different documents or returns required to be filed under this Act or rules made thereunder.

To reduce additional fee for smooth filing of records and returns of LLPs and operation of business in LLP structure and to provide flexibility against unforeseen emergent situations such as outbreak of COVID-19 PANDEMIC which caused unprecedented hardships and liquidity crisis to business entrepreneurs.

The limit of 300 days is taken down, the fixed amount of additional fees, ₹100 for every day is removed and a proviso is added to provide for different fees structure for different classes of LLPs.

32

Substitution: Section 72(2)

(2) Any person aggrieved by an order of Tribunal may prefer an appeal to the Appellate Tribunal:

Provided that no appeal shall lie to the Appellate Tribunal from an order made by the Tribunal with the consent of parties.

(3) Every appeal preferred under sub-section (2) shall be filed within a period of

sixty days from the date on which the copy of the order of the Tribunal is made available to the person aggrieved and shall be in such form, and accompanied by such

fees, as may be prescribed:

Provided that the Appellate Tribunal may entertain an appeal after the expiry of the said period of sixty days, but within a further period of not exceeding sixty days, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the period so specified.

(4) On the receipt of an appeal under sub-section (2), the Appellate Tribunal shall, after giving the parties to the appeal an opportunity of being heard, pass such orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed against.

(5) The Appellate Tribunal shall send a copy of every order made by it to the Tribunal and the parties to the appeal.

In the existing provisions of section 72 of the Act, the procedural aspect, including timeline for preferring an appeal to the AT, was not provided and a reference was given to the sections of the Companies Act, 1956. To remove this ambiguity, the said section is amended making it self-sufficient.

33

Omission: Section 73

Omission of:

Whoever fails to comply with any order made by the Tribunal under any provision of this Act shall be punishable with imprisonment which may extend to six months and shall also be liable to a fine which shall not be less than fifty thousand rupees.

Non-compliances of any order passed by the Tribunal under the Companies Act, 2013 may not be subjected to punishments or penalties. Section 425 of the Companies Act, 2013 empowers the Tribunal and the Appellate Tribunal with a power to punish for contempt under the provisions of the Contempt of Court Act, 1974 and thus, non-compliances of an order of the Tribunal may be dealt under the contempt jurisdiction of the Tribunal and penal provisions for such non-compliances are omitted from the LLP Act.

34

Substitution: Section 74

If a limited liability partnership or any partner or any designated partner or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the limited liability partnership or any partner or any designated partner or any other person, who is in the default, shall be liable to a penalty of five thousand rupees and in case of a continuing contravention with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees.

To decriminalize the punishment for the defaults of the provisions of the Act for which no specific punishment has been provided.

Maximum cap of ₹1 lakh is provided for the penalty to be imposed.

35

Insertion: after Section 76

76A. (1) For the purposes of adjudging penalties under this Act, the Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers in such manner as may be prescribed.

(2) The Central Government shall, while appointing adjudicating officers, specify their jurisdiction in the order under sub section (1).

(3) The adjudicating officer may, by an order—

(a) impose the penalty on the limited liability partnership or its partners or designated partners or any other person, as the case may be, stating therein any non-compliance or default under the relevant provisions of this Act:

Provided that in case default relates to non-compliance of sub-section (3) of section 34 or sub-section (1) of section 35 and such default has been rectified either prior to or within thirty days of the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and proceedings under this section in respect of such default shall be deemed to be concluded:

Provided further that notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a small limited liability partnership or a start-up limited liability partnership or by its partner or designated partner or any other person in respect of such limited liability partnership, then such limited liability partnership or its partner or designated partner or any other person, shall be liable to a penalty which shall be one-half of the penalty specified in such provisions subject to a maximum of one lakh rupees for limited liability partnership and fifty thousand rupees for every partner or designated partner or any other person, as the case may be.

Explanation. For the purposes of this proviso, the expression 'start-up limited liability partnership' means a limited liability partnership incorporated under this Act and recognised as such in accordance with the notifications issued by the Central Government from time to time.

(b) direct such limited liability partnership or its partner or designated partner or any other person, as the case may be, to rectify the default, wherever he considers fit for reasons to be recorded in writing.

(4) The adjudicating officer shall, before imposing any penalty, give an opportunity of being heard to such limited liability partnership or its partner or designated partner or any other person, who is in default.

(5) Any person aggrieved by an order made by the adjudicating officer under subsection (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.

(6) Every appeal made under sub-section (5) shall be filed within a period of sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and accompanied by such fees as may be prescribed:

Provided that the Regional Director may, for the reasons to be recorded in writing, extend the period of filing an appeal, under this sub-section, by not more than thirty days.

(7) The Regional Director may, after giving an opportunity of being heard to the parties to the appeal, pass such order as he thinks fit, confirming, modifying or setting aside the order appealed against.

(8) Where a limited liability partnership fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such limited liability partnership shall be punishable with fine which shall not be less than twenty-five thousand rupees, but may extend to five lakh rupees.

(9) Where a partner or designated partner of a limited liability partnership or any other person who is in default fails to comply with an order made under sub section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such partner or designated partner or any other person shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but may extend to one lakh rupees, or with both.

Section 76A is inserted to make provisions for adjudication of penalties, appointment of Adjudicating officers, appeal against the order of Adjudicating Officers and also to provide principles and procedures for such adjudications and appeal.

36

Substitution: Section 77

Subject to the provisions contained in section 67A and section 67B, on and from the date of establishment or designation of Special Courts under this Act,

(i) the Special Court referred to in clause (a) of sub-section (2) of section 67A shall have jurisdiction and power to impose punishment under section 30 of the Act; and

(ii) the criminal cases against the limited liability partnership or its partners or designated partners or any other person in default filed under this Act and pending before the court of Judicial Magistrate of the first class or Metropolitan Magistrate, as the case may be, shall be transferred to the Special Court referred to in clause (b) of sub-section (2) of section 67A.

In the existing provisions, the Judicial Magistrate of the first class and the Metropolitan Magistrate had the jurisdiction to try offences under this Act and impose punishment in respect of such offence. However, with the advent of Special Courts, the jurisdiction is shifted to the same.

37

Insertion: after Section 77

No court, other than the Special Courts referred to in section 67A, shall take cognizance of any offence punishable under this Act or the rules made thereunder save on a complaint in writing made by the Registrar or by any officer not below the rank of Registrar duly authorized by the Central Government for this purpose.

Self-explanatory.

38

Substitution, Insertion, Omission: Section 79(2)

(i) for clause (a), the following clauses shall be substituted, namely:

(a) the contribution of such higher amount under sub-clauses (i) and (ii) of clause (ta) of section 2;

(aa) the terms and conditions to be fulfilled by class or classes of limited liability partnerships under long line to clause (ta) of section 2;

(ab) the form and manner of prior consent to be given by designated partner under sub-section (3) of section 7;

(ii) after clause (k), the following clause shall be inserted, namely:

(ka) the manner of allotting a new name to the limited liability partnership under sub-section (3) of section 17;

(iii) after clause (p), the following clauses shall be inserted, namely:

(pa) the issue of debentures to such other persons subject to such terms and conditions under sub-section (1) of section 33A;

(pb) the form and manner of keeping and maintaining a register of debenture holders under sub-section (3) of section 33A;

(pc) the manner to create a debenture redemption reserve account under sub-section (4) of section 33A;

(pd) the information, documents and return of allotments to be filed with the Registrar under sub-section (7) of section 33A;

(iv) after clause (t), the following clause shall be inserted, namely:

(ta) the standards of accounting and auditing under section 34A;

(v) after clause (zf), the following clauses shall be inserted, namely:

(zfa) the powers and duties to be discharged by the Registrars and the terms and conditions of their service under sub-section (3) of section 68A;

(zfb) the payment of additional fee for filing of document or return and the payment of different fee or additional fee under section 69;

(zfc) the form and fee for filing of appeal under sub-section (3) of section 72;

(vi) after clause (zg), the following clauses shall be inserted, namely:

(zga) the manner of appointing adjudicating officers for adjudging penalty under sub-section (1) of section 76A;

(zgb) the form, manner and fee for filing an appeal against the order made by the adjudicating officer under sub-section (6) of section 76A;

(vii) in clause (zl), the word 'and' occurring at the end shall be omitted.

(viii) after clause (zm), the following clause shall be inserted, namely:

(zn) any other matter which is to be, or may be, prescribed, or in respect of which provision is to be made by rules.

These amendments are made to provide for power to make rules in addition to the existing matters as specified therein.

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Insertion: after Section 80(1)

(1A) Notwithstanding anything contained in sub-section (1), if any difficulty arises in giving effect to the provisions of this Act as amended by the Limited Liability Partnership (Amendment) Act, 2021, the Central Government may, by order published in the Official Gazette, make such provisions not inconsistent with the provisions of this Act, as may appear to it to be necessary for removing the difficulty:

Provided that no such order shall be made under this section after the expiry of a period of three years from the date of commencement of the Limited Liability Partnership (Amendment) Act, 2021.

This is inserted to reserve a power for the CG to make such provisions not inconsistent with the provisions of this Act, as may appear to it to be necessary for removing any difficulty.

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Omission: Section 81

To remove transitional provisions.