NATIONAL UNIVERSITY OF ADVANCED LEGAL STUDIES

INVESTIGATION OF THE AFFAIRS OF LIMITED LIABILITY PARTNERSHIP

LAW OF SPECIAL CONTRACTS PROJECT

Navaz P C, Roll No: 776, Fourth Semester

3/24/2014

To check unethical practices, LLP Act, 2008 contains provisions relating to investigation into the affairs of LLPs. This paper analyses such provisions in the light of its parent provisions contained in The Companies Act

INVSTIGATION OF THE AFFAIRS OF LLP

I.

INTRODUCTION

Limited Liability Partnership Act, 2008 provided for a new corporate entity in the form of Limited Liability Partnership which combines the benefits of limited company and partnership. An LLP has a separate legal personality separate from its partners and has perpetual succession. Partners liability is limited to the extent of their share in the business and change in the partners does not affect the existence of the LLP/ The Statement of Objects and Reasons of the Limited Liability Partnership Act, 2008 gives an insight into the new corporate body constituted under the Act. With the growth of the Indian economy, the role played by its entrepreneurs as well as its technical and professional manpower has been acknowledged internationally. It is felt opportune that entrepreneurship, knowledge and risk capital combine to provide a further impetus to India's economic growth. In this background, a need has been felt for a new corporate form that would provide an alternative to the traditional partnership, with unlimited personal liability on the one hand, and, the statue-based governance structure of the limited liability company on the other, in order to enable professional expertise and entrepreneurial initiative to combine, organise and operate in flexible, innovative and efficient manner. The Limited Liability Partnership (LLP) is viewed as an alternative corporate business vehicle that provides the benefits of limited liability but allows its members the flexibility of organising their internal structure as a partnership based on a mutually arrived agreement. The LLP form would enable entrepreneurs, professionals and enterprises providing services of any kind or engaged in scientific and technical disciplines, to form commercially efficient vehicles suited to their requirements. Owing to flexibility in its structure and operation, the LLP would also be a suitable vehicle for small enterprises and for investment by venture capital.1

Ministry of Corporate Affairs - Home. "New Corporate Form - LLP" Accessed March 24, 2014.

http://www.mca.gov.in/Ministry/pdf/LLP.pdf.

An LLP has to enter into commercial relations with the outside world and thus to protect the interests of the third parties as well as the partners of the LLP, it is necessary to have a control over the functioning of the LLP to check various illegal means. The reality of control can only be found in the action of public opinion and in the organised supervision exercised by Government agencies. Hence the importance of investigations.2 Provisions related to investigation into the affairs of company were taken out and reproduced in Chapter IX of LLP Act to the extent suitable to the new arrangement. Most of the provisions are verbatim reproduction of the provisions in the Companies Act 1956. However certain provisions are omitted. The Notification No. G.S.R.6(E) dated 6th January, 2010 issued by the Central Government in exercise of powers conferred by sub-section (1) of section 67 of LLP Act 2008 has made applicable the provisions of certain sections in Companies Act 1956 in the case of Limited Liability Partnerships as well. Provisions dealing with investigation under Companies Act 1956 are not made applicable according to the notification since a separate chapter is provided in the LLP Act. Nevertheless, the decisions under Companies Act can be explanatory to the provisions under LLP mutatis mutandis since case laws are very rare under LLP which is a recent legislation. The case laws referred are relating to the original provisions under the Companies Act.

II.

APPOINTMENT OF INSPECTORS AND GROUNDS

The power of appointment of inspectors is vested with the Central Government. Under Section 43(1), in the following two cases, the Central Government has to appoint one or more competent inspectors to investigate the affairs of an LLP and make report in the manner as may be directed by the Central Government:

(a) On Tribunal Order - Where the Tribunal either suo motu or an application received from the mini-mum of 1/5th members of the LLP, by order declares that the affairs of the LLP ought to be investigated;
2

Freund, Otto K. "Company Law Reform." Mod LR 9 (1946): 235,245.

(b) On court order -When any court by order declares that the affairs of the LLP in question ought to be investigated.

In addition, Sub-s (2) empowers the Central Government to appoint inspectors in the circumstances specified in Sub-s (3). These grounds are: (a) On application of members -Where not less than 1/5th of the total number of the partners of the LLP make an application along with supporting evidence and the prescribed security amount; or (b) On application of LLP - Where the LLP itself makes an application for investigation; (c) Central Government's opinion - Where in the opinion of the Central Government there are circumstances suggesting: (i) that the business of the LLP is being or has been conducted with a view to defraud its creditors, partners or any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive or unfairly prejudicial to some or any of its partners, or that the LLP was formed for any fraudulent or unlawful purpose; or (ii) Contravention of Act - When the affairs of the LLP are not being conducted in accordance with the provisions of the Act; or (iii) On report - When on the receipt of a report of the Registrar or any other investigating or regulatory agency shows that there are sufficient reasons that the affairs of the LLP ought to be investigated.

According to Section 44 an application by partners under Section 43(1) (a) has to be supported by such evidence as the Tribunal may require for the purpose of showing that the applicants have a good reason for requiring the investigation. The Central Government may, before appointing inspectors, require the applicants to provide security for the prescribed amount for meeting the investigation costs. Section 45 stipulates that a firm, body corporate or an association of persons is not to be appointed as an inspector. Rule 29 prescribes the same amount of security deposit as shown in the Table above i.e. security amount calculated on the basis of turnover with a maximum of Rs. 25,00,000

It is not obligatory for the Central Government to direct an investigation under Sub-s (2). It has discretion to appoint or not to appoint inspectors for investigating the affairs of the company, the word used in the section being, may.3 However, under Sub-s (1) it is binding to conduct an investigation. Where two inspectors are appointed to act jointly or severally, it is not illegal if one of the inspectors alone conducted the enquiry.4

By virtue of the power under section the Court/Tribunal cannot appoint directly inspector or inspectors to investigate the affairs of the company but only make a declaration that the affairs of the company ought to be investigated by an inspector appointed by the Central Government. Once such an order is passed it is mandatory for the Central Government to conduct such investigation by appointing competent persons as inspectors. Thus, the power to appoint inspector(s) and to conduct investigation is vested with Central Government, whereas the power to consider application made by the members vests with both Central Government as well as Tribunal/Court.

The Central Government has discretion to order investigation at the initiative of partners when at least one-fifth of the total number of partners (i.e. minimum 20%) of the concerned LLP make an application for investigation. Along with the application, the dissenting partners are required to enclose supporting evidence and the prescribed security amount towards the costs of investigation. As per Rule 28 of the LLP Rules 2009, based on the turnover of the LLP, security amount as shown in the following Table is required to be deposited subject to a maximum of Rs. 25,00,000.

Turnover (Rs.) [as stated in the Statement of Account of

3

Amount of Security

Moolchand v. Jagannath Gupta & Co. AIR 1979 SC 1038 Sushil Kumar Sanghi v. R.R. Kini, [1966] 36 Comp. Cas. 201 (Punj)

Solvency for the immediately preceding financial year]

(i) Upto 1 Crore (ii) 1 Crore or more but less than 5 crore (iii) 5 Crore or more but less than 10 crore (iv) 10 Crore or more

(i) (ii) (iii)

2 Lakh 5 Lakh 10Lakh

(iv)

25 Lakh

Note: It is provided that in the absence of Statement of Account and Solvency for the preceding financial year, amount of security may be fixed by the Central Government and in that case the amount so fixed shall be required to be deposited.

Moreover the Central Government may order investigation of company's affairs if in its opinion there is existence of the circumstances mentioned in sub-clauses (i), (ii) and (iii) of clause (c) of Sub-s (3). Thus the ground for forming an opinion must be in existence. Subsequently discovered grounds will not serve the purpose.5 The third ground is when the Limited Liability Partnership itself applies for the investigation into its affairs.

Thus power to appoint the inspectors in these cases is discretionary power of the Central Government. However the power has to be exercised by the Central Government after a proper preliminary scrutiny. Order of investigations ordered in the following instances was justified (in the cases falling under Companies Act containing a similar provision): where a dividend paying company immediately turns into a loss making company. Where a company, for an unreasonable time does not send to its members the annual accounts and reports as required by the Act.6 Where in spite of keeping large sums of money in reserves, a company consistently reduced shareholders dividend from about Rs. 37 to Rs. 10 per share within two

Panther Fincap & Management Services v. Union of India (2005) 67 CLA 80 (Bom) Miles Aircraft Ltd., In re. (1948) 18 Comp. Cas. 250 (Ch.D)

years.7 Where a foreign shareholder of a company complained of diversion of its funds, discrepancies in its share capital account and failure to have its statutory audit done and the audited accounts presented before the general body for several years.8 When a company pursues an unusual course of activity, not ordinarily adopted by a company, such as, investment of substantial funds in another company when the main object of the company was not investment, diversion of project money to various bodies corporate or otherwise, laxity in collection of loans, taking back principal amount but not interest, payment of substantial commission to a private company and wasteful expenses.9

Instances where investigation orders were refused: loss of share certificates in company's office and non-observance of certain provisions of the Act or Rules in issuing duplicate certificates does not constitute fraudulent conduct of affairs, detrimental to the interests of the company and its members. Therefore, it does not call for an order of investigation.10.Where the company appointed directors' relatives, on high positions and high salaries and a subsidiary was formed with the membership of directors relatives and employees, and loans were given to subsidiary without ever realising any interest, even when the company's own profits were declining, an order of investigation was not upheld.11 A company allowed its own subsidiary a loan of a huge amount at an interest rate of 2 per cent only whereas it acquired the shares of the subsidiary at a premium of Rs. 100. The company offered those shares to its own shareholders in lieu of their dividends and 99 per cent of the shareholders accepted the offer. This was held to be not suggestive of fraud. Mere faulty planning cannot constitute either misfeasance or misconduct.12 Inadequate consideration on sale of shares is not fraud unless there was further evidence to show that there was abnormal and unexplained difference between the market price of the shares and the sale price.13 Where issue of shares
7

Ashoka Marketing Ltd. v. Union of India (1966) 1 Comp. LJ 267 (Cal) Eshwar Usha Corporation v. Richimen Silks Ltd. (1999) 34 CLA 236 (CLB) Incab Industries Ltd., In re. (1997) 1 Comp. LJ 156 (CLB-PB) Charanjit Singh Ghuman v. Dr. Reddy's Laboratories Ltd. (1997) 3 Comp. LJ 141 (CLB-NR) Delhi Flour Mills Ltd., In re. (1975) 45 Comp. Cas. 33 (Delhi) Jiyajeerao Cotton Mills Ltd. v. CLB (1969) 39 Comp. Cas. 856 (MP) Rohtas Industries Ltd. v.S. D. Agarwal (1969) 39 Comp. Cas. 81.

10

11

12

13

to foreign investors was approved by the shareholders and also by Government bodies and all approvals were obtained with total transparency, Company Law Board found that an order of investigation was unjustifiable.14 A bank which had advanced a bridge loan of Rs. 450 lakhs for the rights issue of equity shares by a company cannot seek an investigation into its affair unless any specific allegation are made by the bank to show that the business of the company is being carried on with intent to defraud members and other persons or for fraudulent and unlawful purposes or that the members of the company have not been given the information required with respect to the affairs of the company.15

However the order of the Central Government is not justiciable when it is reasonably made bona fide even though the reasons given do not appeal to a court of law . Thus where the Government came to hold the opinion that the working results and the dividends declared were not compatible, an order of investigation was upheld. However, The Government cannot withhold reasons for the order from the court, unless some privilege is claimed in respect of them.16

III.

NATURE AND SCOPE OF INVESTIGATION

The scheme of these sections is that the investigation begins broadly with a view to examine the management of the affairs of the company to find out whether any irregularities have been committed or not. An inspector is appointed only to investigate the affairs of a company and to make a report thereon. The investigation is no more than the work of a fact finding commission. The fact that a prosecution under section may ultimately result in criminal proceedings will not retrospectively change the character of the proceedings before the inspector when he makes the investigation. 17.

14

Chandrika Prasad Sinha v. Bata India Ltd. (1997) 88 Comp. Cas. 81 (CLB-PB) Bank of Madura v. KHSL Industries Ltd. (1999) 34 CLA 240 (CLB) Govt of India v Sahu Jain Ltd, (1969) 1 Comp LJ 213 Raja Narayan Bansilal v. Maneck Phiroz Mistry, (1960) 30 Corn Cases 644 : AIR 1961 SC 29.

15

16 17

IV.

POWERS OF INSPECTORS

(i)

Investigation into the affairs of related entities:

According to section 46, if an inspector appointed for investigation thinks it necessary for the purpose of his investigation to investigate also the affairs of an entity which has been associated in the past or is presently associated with the LLP or any present or former partner or designated partner of the LLP, the inspector is to have the power to do so and report on the affairs of the other entity or partner or designated partner, so far as he thinks that the result of his investigation are relevant to the investigation of the LLP.

In the case of an entity, partner or designated partner, the inspector is not to exercise his power of investigation or make report of it without obtaining the prior approval of the Central Government. Before giving any such approval the Central Government has to inform the entity, partner or designated partner and give them an opportunity to show cause why such approval should not be given.

(ii)

Production of Documents and Evidence and Examination on Oath

As stipulated under Section 47 (1) it is the duty of the designated partner and other partners of the LLP: (a) to preserve and produce before the inspector all books and papers of the LLP and relating to it or to the other entity which are in their custody or power; and (b) otherwise to give to the inspector all assistance in connection with the investigation which they are reasonably able to give. Under Sub-s (2) with the previous approval of the Central Government, the inspector may require any entity to furnish such information to the inspector or to produce before him such books and papers as he may consider necessary if such matters are relevant or necessary for the purposes of his investigation. The inspector may keep in his custody the books and papers for 30 days. He has then to return the same to the LLP or the other entity or individual by whom or on whose behalf they were produced. The inspector can

ask for them again if they are needed. If certified copies of books and papers have been furnished to the inspector, he has to return those books and papers to the entity or person concerned. Sub-section (4) empowers the inspector to examine an oath: (a) any of the persons referred to in Section 47(1); (b) with the previous approval of the Central Government, any other person, in relation to the affairs of the LLP or any other entity; (c) may administer an oath accordingly and may require for that purpose any of those persons to appear before him personally.'" The notes of any examination under the section have to be taken down in writing and signed by the person examined. It can then be used by the inspector as evidence.

In Raja Narayan Bansilal v. Maneck Phiroz18 it was held that the similar section under Companies Act does not offend Article 20(3) or Article 14 of the Constitution because the proceeding under it is a fact finding proceeding. If any person fails without reasonable cause or refuses to produce papers or books which it was his duty to produce, or furnish information which he was under duty to do, to appear before the inspector as required or to sign the notes of examination, he is punishable with fine of not less than Rs 2000 extending up to Rs 25,000. A further is fine leviable for every subsequent day of default of an amount between Rs 50 to Rs 500.

(iii)

Seizure of Documents

According to Section 48 where in the course of an investigation the inspector has a reasonable ground to believe that the books and papers of or relating to the LLP or other entity or partner or designated partner may be destroyed, mutilated, altered, falsified or secreted, the inspector may make an application to the Judicial Magistrate of the First Class or a Metropolitan Magistrate, having jurisdiction, for an order for seizure of such books or papers. The Magistrate may by order authorise the inspector to enter the place, search that place and seize books and papers which the inspector considers it necessary for the purposes

18

Raja Narayan Bansilal v. Maneck Phiroz Mistry (1960) 30 Comp. Cas. 644 (SC)

of his investigation and then return them. They cannot be kept under seizure for a continuous period of six months, before returning.

Every search and seizure made under the section has to be carried out in accordance with the provisions of the Code of Criminal Procedure, 1973 relating to searches and seizures made under that Code. Where the magistrate after considering the application and hearing the inspector passes order of search, the said order of magistrate is open to judicial review under article 226 of the Constitution.19

V.

INSPECTORS REPORT

According to Section 49, the inspector may make an interim report and has to do so if so required by the Central Government. On the conclusion of the investigation, the inspector has to make the final report. The report has to be written or printed as the Central Government may direct. The Central Government has to forward a copy of any report (other than interim) to the LLP at its registered office and also to any other entity or person dealt with or related to the report. Persons related to the report or affected by it may purchase a copy of the report.

It is not obligatory on the Government to prescribe manner in which the report is to be made, nor is it necessary to fix a time limit within which report is to be furnished.20 Reports of investigation which are likely to be of interest to the general public should be published.21

According to Section 54 copy of the report of the inspector authenticated in the prescribed manner is to be admissible as evidence in any legal proceedings in relation to any matter
19

Indian Express (Madurai) (P) Ltd. v. Chief Presidency Magistrate (1974) 44 Comp. Cas. 106 (Mad) New Central Jute Mfg. Co. Ltd. v. Deputy Secretary (1966) 36 Comp. Cas. 512 (Cal) Company News & Notes, August 1964

20

21

contained in the report.

According to section 31 of the Limited Liability Partnership Rules, 2009 for the purposes of section 54, a copy of the report of any inspector or inspectors, shall be authenticated either (a) by the common seal, if any, of the limited liability partnership whose affairs have been investigated into; or (b) by a certificate of a public officer having the custody of the report, under and in accordance with the provisions of section 76 of the Indian Evidence Act, 1872 (1 of 1872

VI.

CONSEQUENCES OF THE REPORT

1. Prosecution

According to Section 50, If it appears to the Central Government from the report that any person in relation to the LLP or any other entity whose affairs have also been investigated, has been guilty of any offence for which he is liable, the Central Government may prosecute such person of the offence. It is the duty of all partners, designated partners and other employees and agents of the LLP or the other entity, to give the Central Government all assistance in connection with the prosecution which they are reasonably able to give.

Before instituting criminal prosecution, Central Government is not bound to give preprosecution notice. No principle of natural justice is violated if show-cause notice is not served on the person to be prosecuted.22

2. Application for Winding up of LLP

22

Titagarh Paper Mills Co. Ltd. v. Union of India (1986) 59 Comp. Cas. 94 (Cal).

According to Section 51 if any such LLP is liable to be wound up under the Act or under any other law and it appears to the Central Government from the report that it is expedient to do so by reason of circumstances referred to in Section 43(3) (c) (ii) (affairs not being conducted in accordance with the Act), the Central Government may ask any authorised person to present a petition for winding up on the ground that it is just and equitable to do so.

3. Proceedings for Recovery of Damages or Property

According to Section 52 if it appears to the Central Government from the report that proceedings ought, in public interest to be brought by the LLP or entity whose affairs have been investigated for recovery of damages for fraud, misfeasance or other misconduct in connection with the promotion or formation or management of affairs of the LLP or the other entity, or for recovery of any property of the LLP or the other entity; which has been misapplied or wrongfully retained. The Central Government may itself bring the proceedings for that purpose.

Where it appears to the Central Government that such proceedings ought, in the public interest, to be brought by the company or by the body corporate, whose affairs have been investigated under the said Section the Central Government may itself bring proceedings for that purpose in the name of such company or body corporate. It follows that this section only permits the Central Government to file a suit on behalf of and in the name of the company or the body corporate. The Central Government cannot be cited as plaintiff in the cause title of the suit. Although the Central Government will have to bear the expenses for instituting the suit and for conducting the same, it will have the right to recover the costs from company in whose name the Central Government files the suit.

VII.

EXPENSES OF INVESTIGATION

According to Section 53 the expenses of and incidental to an investigation have to be defrayed in the first instance by the Central Government. But persons listed would be liable to reimburse the Central Government: (a) any person who is convicted on a prosecution or who is ordered to pay damages or restore any property in proceedings brought under Section 51, may be ordered in the same proceedings to pay the expenses to such extent as may be specified by the court convicting such person or ordering him to pay such damages or restore such property, as the case may be; (b) any entity in whose name the proceedings are brought is to be liable, to the extent of the amount of value of any sums or property covered by it as a result of the proceedings; (c) in the absence of any prosecution the expenses would have to be borne by: (i) any entity, partner or designated partner or any other person dealt with by the report is liable to reimburse for the whole of the expenses, unless the Central Government otherwise directs; (ii) the applicants for the investigation, where the inspector was appointed under Section 43(1)(3) are to be liable to such extent as the Central Government may direct. Any amount for which an LLP or the other entity is liable under sub-section (1) (b) is to be the first charge on the sums or property mentioned in that clause. The expenses for which the LLP, other entity, a partner or designated partner or any other person is liable to reimburse the Central Government under Sub-section (1)(c)(i), are to be recoverable as arrears of land revenue. For the purposes of the section, any costs and expenses incurred by the Central Government or in connection with proceedings brought under Section 52 are to be treated as expenses of the investigation giving rise to the proceedings.

VIII.

RELATED PROVISIONS

(i)

Whistle Blowing

According to Section 31 The Court or Tribunal may reduce or waive any penalty leviable against any partner or employee of an LLP if it is satisfied that: (a) such partner or employee has provided useful information during investigation of LLP; (b) where any information given by the employee or partner (during investigation or otherwise) leads to the LLP, partner or employee being convicted under the LLP Act or any other Act. Sub-s (2) carries a protective provision. A partner or employee is not to be discharged, demoted, suspended,

threatened, harassed or in any other manner discriminated merely because he provided the information or caused it to be provided.

(ii)

High Court and Company Law Board as Tribunal

Transitional provisions under Section 81 states that until the Tribunal and the Appellate Tribunal are constituted under the provisions of the Companies Act, 1956 for the word Tribunal occurring in Section 41, Section 43 and Section 44, the word Company Law Board are to be substituted. For the word Tribunal occurring Section 51 and Section Sections 60 to 64, the words High Court is to be substituted.

(iii)

Company Law Board

The Central Government in terms of Section 10(E) of the Companies Act, 1956 constituted an independent Company Law Board (CLB) vide Notification No. 364 dated the 31st May, 1991. The CLB is a quasi-judicial body, exercising equitable jurisdiction, which was earlier being exercised by the High Court or the Central Government. The Board has powers to regulate its own procedures. The Company Law Board has framed Company Law Board Regulations 1991 prescribing the procedure for filing the applications/petitions before it. The Central Government has also prescribed the fees for making applications/petitions before the Company Law Board, under the Company Law Board, (Fees on applications and Petitions) Rules 1991. The Board has its Principal Bench at New Delhi, and four Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai.

The matter falling under sections 247, 250, 269, 388B of the Companies Act, 1956 are being dealt with by the Principal Bench. The matter falling under sections 58AA, 79/80A, 111/111A, 113/113A, 117, 117C, 118, 144, 163, 167, 186, 196, 219, 235, 237(b),247, 250, 284, 304, 397/398, 408, 409, 614 and 621A of the Companies Act, 1956 and section 45QA of

the Reserve Bank of India Act, 1934 are dealt with by Regional Benches, namely New Delhi Bench, Kolkata Bench, Mumbai Bench and Chennai Bench consisting of one or more member.

In terms of Section 10F of the Companies Act, any person aggrieved by any decision or order of the Company Law Board may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order.23

However Section 466 of The Companies Act 2013 states that Board of Company Law Administration constituted under the Companies Act, 1956 shall stand dissolved on the constitution of the Tribunal and the Appellate Tribunal. Chapter XXVII of the Act provides for the provisions relating to the establishment and functioning of the National Company Law Tribunal and Appellate Tribunal.

IX.

CONCLUSION

Investigation into the affairs of the LLP under the provisions of the LLP Act, 2008 is similar to that contained in the Companies Act, 1956. After incorporation when an entity like LLP commences its business, it is but natural that it will deal with outsiders also like trade creditors, bankers who may extend short term as well as long term loans and so many other persons who may get defrauded at any point of time. Even among partners, disputes may arise due to the fraudulent practices being followed by certain partners at the cost honest partners or the LLP may deviate from following the provisions of the LLP Act. At the same time, the business of LLP may be conducted for some unlawful purpose or in a manner oppressive or unfairly prejudicial to some or any of the partners. Such circumstances may call for investigation and in the absence of proper provisions in respect of investigation, the society at large will be affected seriously. Therefore, it is but necessary that a public document like LLP Act must contain provisions regarding investigation so that persons concerned are constrained from carrying out any fraudulent practices. Investigation provisions as contained in the LLP Act, 2008 adequately provide protection to the outsiders if
23

Company Law Board. "Company Law Board." Accessed March 24, 2014.

http://www.clb.nic.in/Oraganisation.htm.

followed diligently and are effective enough to desist the unscrupulous partners or for that matter the LLP from indulging in illegal affairs.24

X.

REFERENCE

LEGISLATIONS

a) Companies Act 1956 b) Companies Act 2013 c) Limited Liability Partnership Act 2008 d) Limited Liability Partnership Rules 2009

BOOKS

a) Ramaiya, Arunachala, and Y. V. Chandrachud. Guide to the Companies Act, 16th ed. New Delhi: Wadhwa and Co, 2004. b) Singh, Avtar. Company LAw, 14th ed. Lucknow: Eastern Book Company, 2004 c) Singh, Avtar. Business Law, 9th ed. Lucknow: Eastern Book Company, n.d.

INTERNET SOURCES

a) Manupatra b) West Law c) Company Law Board. "Company Law Board." Accessed March 24, 2014. http://www.clb.nic.in/Oraganisation.htm. d)
1

Ministry of Corporate Affairs - Home. "New Corporate Form - LLP" Accessed

March 24, 2014. http://www.mca.gov.in/Ministry/pdf/LLP.pdf. e) Saxena, Ashhok. "INVESTIGATION INTO THE AFFAIRS OF LLPs." Taxmann.com::Direct Tax Laws. Accessed March 24, 2014. http://www.taxmann.com/datafolder/Flash/Flashart10-12-09_3.htm.

24

Saxena, Ashhok. "INVESTIGATION INTO THE AFFAIRS OF LLPs." Taxmann.com::Direct Tax Laws.

Accessed March 24, 2014. http://www.taxmann.com/datafolder/Flash/Flashart10-12-09_3.htm.