41. Duties of Liquidator
(1) Subject to sanction by the Tribunal, the Liquidator in a winding up by the Tribunal shall perform all or any of the following duties:
(a) to carry on the business of the LLP as may be necessary for the beneficial winding up of the LLP;
(b) to do all acts and to execute, in the name and on behalf of the LLP, all deeds, receipts, and other documents, and for that purpose, to use, when necessary, the LLP’s seal, if any;
(c) to take custody of property, assets, actionable claims, books of accounts and other documents;
(d) to sell the immovable and movable property including intangible assets such as intellectual property rights, trademarks, logo, etc. and actionable claims of the LLP by public auction or inviting bids or tenders or private contracts with power to transfer such property to any person or body corporate, or to realize any debts;
(e) to inspect the records and returns of the LLP on the files of the Registrar or any other authority;
(f) to prove rank and claim in the insolvency of any partner for any balance against his estate, and to receive distributable sums in the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors;
(g) to draw, accept, make and endorse any bill of exchange, hundi or promissory 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 Liquidator, in consultation with secured creditors or after giving them notice;
(l) to appoint valuers including chartered surveyors or chartered accountants, from the panel maintained by the Liquidator to assess the value of the LLP’s assets within fifteen days after taking into custody of property, assets and effects or actionable claims, in consultation with secured creditors or after giving them notice;
(m) to give an advertisement, inviting bids for sale of the assets of the LLP, within fifteen days from the date of receiving valuation report ;
(n) to apply to the Tribunal for an order directing any person who, in his opinion, is competent to furnish a statement of the affairs under rule 28 and such person shall be served a notice by the liquidator to submit and verify the statement of affairs by the LLP;
(o) to carry out investigation into the affairs of the LLP relating to fraudulent conduct or business, misfeasance etc, either himself or by the Chartered Accountants appointed from the panel maintained by the Liquidator and submit report on such investigation to the Tribunal within one year from the date of the winding up order or within such extended time as may be granted by the Tribunal on an application by the Liquidator:
Provided that if in the opinion of the Liquidator no such investigation is required, the Liquidator shall submit a report to the Tribunal, explaining the reasons thereof, within one year from the date of winding up order;
(p) to call any person for recording any statement for the purpose of investigating the affairs of the LLP being wound up and it shall be the duty of every such person to attend to the liquidator at such time and place as the liquidator may appoint and give the liquidator all information which he may require and answer all such questions relating to winding up of LLP as may be put to him by the liquidator;
(q) to maintain a separate bank account for each LLP under his charge for depositing the sale proceeds of the assets and recovery of debts of each LLP;
(r) to maintain proper books of account in respect of all receipts and payments made by him in respect of each LLP and submit statement of accounts to the Tribunal;
(s) to invite claims from the creditors, examine the proof and prepare and submit the list of creditors and partners; and
(t) to do all such other acts and things as may be necessary 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) financial guarantee which shall not be less than one-half of the value of the bid;
(f) validity period of the bids;
(g) place and date of opening of the bids in public;
(h) reserve price and earnest money to be deposited along with the bid;
(i) any other terms and conditions of sale which may be specified by the Tribunal.
(4) The liquidator or the Provisional Liquidator, as the case may be, shall file his report before the Tribunal on the outcome of the bid within fifteen days from the last date of the closing of the bid.
(5) The performance of duties by the Liquidator under this rule shall be subject to the overall control of the Tribunal and any creditor or partner may apply to the Tribunal with respect to the performance or proposed performance of any of the duties conferred by this rule on the Liquidator.
(6) Notwithstanding the provisions of sub-rule (1) to (5), the Liquidator shall perform such duties as the Tribunal may specify in this behalf. |