LIMITED LIABILITY PARTNERSHIP AGREEMENT
(As per Section 23(4) of the Limited Liability Partnership Act, 2008)
THIS SUPPLEMENTARY AGREEMENT (“Agreement”) of LP CASE MANAGEMENT II LLP is made at ____ this …… day of ……….. 2022 in supersession to the LLP Agreement dated 25.10.2021 (here in after referred to as “Original LLP Agreement”)
LP CASE MANAGEMENT II LLP (LLP), a limited liability partnership incorporated in accordance with the provisions of the Limited Liability Partnership Act, 2008 with LLP-IN – AAZ-1356 and having its registered office at D 9, Ground Floor, Sector 3, NOIDA, Gautam Buddha Nagar, Uttar Pradesh, 201301, India (hereinafter referred to as the “LLP”), which expression shall, unless be repugnant to the subject or context thereof, include their legal heirs, nominees, successors, assignees, etc.) acting through its nominee Kundan Kumar s/o Navin Kumar Shahi r/o Baruraj, Baruraj (Motipur), Muzaffarpur, Bihar -843132 to act on its behalf;
THE PERSONS SET OUT IN EXHIBIT-I (hereinafter referred to as the “Designated Partners”, which expression will unless repugnant to the meaning and context thereof be deemed to mean and include their successors and permitted assigns)
THE PERSONS SET OUT IN EXHIBIT-II (hereinafter referred to as the “Partners”, which expression will unless repugnant to the meaning and context thereof be deemed to mean and include their successors and permitted assigns).
(Each of the Designated Partners, Partners and the LLP are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”).
Whereas the Designated Partners entered into the Original LLP Agreement on 25.10.2021 with respect to the Limited Liability Partnership formed by the name LP CASE MANAGEMENT II LLP (hereinafter referred to as LLP) as per the terms of the LLP Act, 2008 vide LLPIN – AAZ-1356.
WHEREAS the Designated Partners have decided to admit ……………. partners in the LLP with such contribution as prescribed in Exhibit-II, for carrying out the operations of the LLP in more efficient manner;
AND WHEREAS all the Parties have decided to enter in to this LLP Agreement dated……………………….. by agreeing to detailed terms of partnership, in supersession to original LLP agreement dated 25.10.2021.
AND WHEREAS on execution of this agreement, the Original LLP Agreement dated 25.10.2021 stands superseded and cancelled with immediate effect.
AND WHEREAS the Registrar has registered the LLP (defined below) in the name and style of LP CASE MANAGEMENT II LLP and issued a certificate of incorporation on 22.10.2021.
AND WHEREAS the Parties to this Agreement are interested and intend to record the terms and conditions which would govern the LLP and to record their mutual rights and obligations with respect to the LLP.
AND WHEREAS the Parties hereto have now agreed to adopt this Agreement to more particularly provide for their respective rights, powers, duties and obligation as Designated Partners and Partners for management of operation and activities of the LLP.
THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants and agreements set forth in this Agreement, and for the good and valuable consideration, the sufficiency of which is acknowledged, by the Parties hereto, intending to be legally bound, hereby agree as follows:
In this Agreement, the following capitalized terms shall have the following meanings unless otherwise specifically defined in the Agreement.
“Accounting Period” means the financial year beginning from 1st April and ending on 31st March.
“Act” or “LLP Act” means the Limited Liability Partnership Act, 2008.
“Adjudicating Authority” means National Company Law Tribunal constituted under section 408 of the Companies Act, 2013.
“Agreement” means this “Limited liability Partnership Agreement” or “LLP Agreement” as originally executed and as amended, modified or supplemented from time to time.
“Applicable Law” means all laws, statutes, ordinance, regulations, guidelines, policies and other pronouncements having the effect of law of any applicable jurisdiction by state, municipality, court, tribunal, Government Authority, ministry, department, commission, arbitrator or board or such other body which has the force of law.
“Applicant” means a Resolution Professional appointed by the concerned Adjudicating Authority for the resolution of the Corporate Debtor who shall approach the LLP for management of their interim finance cases.
“Auditors” shall mean the statutory Auditors of the LLP as appointed under the provisions of the LLP Act.
“Books of accounts” shall mean books and statements of accounts, files, papers, data, manuals, catalogues and other documents and records, including the originals thereof relating to the Business of the LLP.
“Business” shall have the meaning and include the business of the LLP as defined in Exhibit-III of the Agreement.
“Capital Contribution” means the contributions made by the Designated Partners as well as the Partners to the LLP as defined in Exhibit-I and Exhibit-II of the Agreement.
“Case Management Services” means the services whereby the LLP shall take up the interim finance case applied by a Resolution Professional post the approval granted by Committee of Creditors under Insolvency and Bankruptcy Code, 2016 (“IBC”) to help remain the Corporate Debtor operational during corporate insolvency resolution process.
“CIRP” shall mean corporate insolvency resolution process under IBC, 2016.
“Committee of Creditors” shall mean the Committee of Creditors as provided under Section 21 of IBC, 2016.
“Confidential Information” means any and all documents and other tangible information including corporate data, Books of Accounts, any other material facts and information of the LLP relating to the incorporation of the LLP, conduct, operations and Business of the LLP (including without limitation its operations, services, clients, results of operations, financial condition, financing documents, business plans, business and financial strategies, reports, data, know-how, works-in-progress, designs, specifications, assets, liabilities, trade secrets, computer software, systems and programs, and proprietary rights) or any and all information and all documents of the Partners recorded or kept with the LLP or disclosed by a Partner to the LLP or to other Partners of the LLP.
“Corporate Debtor” shall mean the corporate Debtor as defined under Section 3(8) of IBC, 2016.
“Designated Partner” means the persons as set out in Exhibit-I or any other partner appointed as Designated Partner by the LLP.
“Execution Date” shall mean the date of execution of this Agreement.
“Government Authority” means the applicable Central Government, or any provincial government or any other political sub-division thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of applicable jurisdiction, or any political subdivision thereof; any court, tribunal or arbitrator and any securities exchange or body or authority regulating such securities exchange.
“Interest” means the ownership interest of a Partner in the LLP including a partner’s rights to share in the LLP items of income, gain, loss, deduction, credits and similar items and the right to receive distributions from the LLP, as well as right to vote and otherwise participate in the operation or affairs of the LLP as provided for herein and under the Act, as provided in Clause 4 below.
“Interim Finance” as defined under Section 5(15) of Insolvency and Bankruptcy Code, 2016, (“IBC”) to the Corporate Debtor in order to facilitate the Corporate Debtor’s Corporate Insolvency Resolution Process under IBC and other supporting cash flows.
“LLP” means LP CASE MANAGEMENT II LLP.
“LegalPay” means LegalPay Technology Private Limited.
“New Partner” shall mean the Incoming Partner & who is not the existing Partner in the LLP.
“Partner” or “Partners” shall mean the persons set out in Exhibit-II until they cease to be a partner in accordance with the provisions of the Act or this Agreement. Additional Persons may be admitted as partners on the express terms and conditions expressly set forth herein.
“Registrar” means the jurisdictional Registrar of Companies, Ministry of Corporate Affairs.
“Registered Office” means the registered office of the LLP situated at D 9, Ground Floor, Sector 3, NOIDA, Gautam Buddha Nagar, Uttar Pradesh, 201301.
“Resolution Professional” means the professional appointed as per IBC by the Adjudicating Authority or Committee of Creditors to conduct the entire CIRP and manage the operations of the corporate debtor during the period of the said CIRP.
“ROC” means Registrar of Companies.
“Rules” or “LLP Rules” means the Limited Liability Partnership Rules, 2009 (as amended from time to time).
“Service Agreement” means the Agreement dated …………… between LLP & Legalpay.
For all purposes of this Agreement and all documents and instruments executed pursuant to this Agreement, except as otherwise expressly herein provided:
the terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meanings ascribed to them under Applicable Law;
words denoting the singular shall include the plural and words denoting any gender shall include all genders;
the words “include” and “including” are to be construed without limitation unless the context otherwise requires or unless otherwise specified; and
reference to the term “Clause” shall be a reference to the specified Clause of this Agreement; all headings and sub-headings of Clauses and use of bold typeface or underlines text are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.
A limited liability partnership shall be carried on in the name and style of M/s. LP CASE MANAGEMENT II LLP and hereinafter referred to as the “LLP”.
The name of the LLP can be changed from time to time, in accordance with the provisions of the Act, with consent of the Designated Partners.
The Limited Liability Partnership shall be a separate legal entity from that of its Partners. The Business shall be carried on by the LLP and all assets used for carrying on the Business and the liabilities arising out of the Business shall be attributable to the LLP.
The Parties are entering into this Agreement with the principal objective of:
Ensuring the management and operation of the LLP in a professional, profit oriented and efficient manner consistent with highest business standards and;
Conducting the activities of the LLP so as to maximize overall value for the Partners.
The Parties undertake to work in good faith and make reasonable endeavors to ensure the success of the LLP and any other projects that it may undertake.
Incorporation of LLP
The incorporated LLP shall be duly organized, validly existing and is in good standing under the applicable laws and is qualified to do business and has all requisite powers and authority, corporate or otherwise, to conduct its business, to own, lease and operate its properties and to execute, deliver and perform this agreement.
The certificate of incorporation of the LLP shall be kept at the Registered Office of the LLP or at any place as may be mutually agreed between the Designated Partners.
Constitution, Commencement and Duration of LLP
The LLP shall come into effect from the date specified in the Certificate of incorporation issued by the ROC under the LLP Act.
The LLP shall have perpetual succession and the death, retirement or insolvency of any Partner shall not dissolve the LLP.
Any alteration to or amendment / change in this Agreement including any change of name / business / otherwise shall be valid, only if the same has been reduced to writing as a supplemental agreement to this Agreement, which should be duly signed by every existing Partner of the LLP by himself or his legal representative, as on the relevant date of alteration, amendment or change.
The duration of the LLP shall be up to a period of 18 months which may be further extended by another 12 months depending on the actual time consumed in the CIRP or liquidation process and/or if such extension is in the best interest of the LLP to continue. The term of the LLP, if extended shall be only at the discretion of the Designated Partners.
Contribution and Profit-Sharing Ratio
The initial capital contribution of the LLP is INR 1,00,000 (Rupees One Lakh) and the subsequent contribution will be INR …………………. which will be contributed by Designated Partners and the Partners in the proportions set out in Exhibit I and Exhibit II to this Agreement.
The LLP will have at least 2 (two) Designated Partners, who will be as set out below. The initial annual compensation payable to the Designated Partners is as follows:
Name of Designated Partner
Amount of Compensation (Rs.)
LegalPay Technology Private Limited
As set out in the Service Agreement
The Parties agree that any additional funding as may be required by the LLP from time to time shall be brought in a manner approved with the consent of the Designated partners in the ratio as mutually agreed.
The Liability of each of the Partner shall be limited to their individual contribution.
The Interest of the Partners in net profit or loss (including capital loss) of the LLP arrived at in accordance with the terms of this Agreement, shall be divided or distributed amongst the Partners in the proportions as set out in Exhibit-I and Exhibit-II to this Agreement.
The Partners are required to provide their bank account details to LLP. In case of any change in the particulars of account details already provided to LLP, it shall be the responsibility of the Partner to intimate such change to LLP. Further, any wrong disclosure made by any Partner w.r.t the particulars of account details, the LLP and the Designated Partners will not be held liable and in case of any losses to LLP due to the wrong disclosure of account details, such Partner shall indemnify the LLP accordingly.
The losses of the LLP including loss of capital, if any, will be borne and paid by the Designated Partners and the Partners in their Interest.
Notwithstanding anything contained in in this Agreement, the allocation to a Partner who joins the LLP part way through the relevant accounting year shall be reduced in proportion to that part of the relevant accounting year during which he/she was not a Partner.
Notwithstanding anything contained in this Agreement, on the exit of the Partner from the LLP for reasons other than expulsion or insolvency, the Partner so exiting will be entitled to his/her share of Capital only, subject to adjustments of his/her drawing, share in the profit and loss and any other adjustment as may deem necessary with the consent of the Designated Partners as determined on the date of exit.
Distribution of Profits
The distribution of profits shall happen in the following manner:
The profits and losses of the LLP shall be distributed in the ratio of the Capital Contributed by the Designated Partners and Partners or as may be agreed between them and as given under Exhibit-I and Exhibit-II.
Further, in terms of the Service Agreement, LegalPay shall be entitled to the Case Management and Diligence fee as soon as the total capital contribution is raised in the LLP excluding applicable GST and out of pocket expenses incurred.
In the event, the cost of providing the Case Management Services to the Applicants exceeds the Capital Contribution made by the Partners of the LLP, the Designated Partners in order to carry on the business of the LLP may receive additional funds in the following manner:
raise additional funds from the existing Partners in the ratio of their current Capital Contribution or;
appoint New Partner per the terms of this Agreement or;
Designated Partners may also choose to invest additional funds in the LLP up to the extent of the requirement from time to time.
Nature of Business
The objects, business and activities of the LLP shall be to provide Case Management Services to Applicants which include without limitation assessing the risks involved, analyzing and managing the interim finance case applied by Applicants/Resolution Professional post the approval granted by Committee of Creditors under Insolvency and Bankruptcy Code, 2016 (“IBC”) to help the Corporate Debtor remain operational during CIRP. The Interim Finance, provided to meet the exigencies’ costs, would include but not limited to providing for payment to professionals appointed (valuers, RP’s fees); payment to the workmen; payment to the security personnel etc. or any other similar costs that is found to be necessary to ensure the going concern status of the Corporate Debtor.
Registered Office and Place of Business
The registered office of the LLP is situated at D 9, Ground Floor, Sector 3, NOIDA, Gautam Buddha Nagar, Uttar Pradesh, 201301 or such other office as may be approved in writing by the Designated Partners.
The change in the Registered Office shall be intimated to the Registrar, in accordance with the provisions of the Act.
Books of Accounts and Accounting Period
The LLP shall maintain books of accounts which truly reflect the state of affairs of the LLP including supporting documents, records, papers, etc. (“Books of Accounts”) as required by the Act and the Rules thereunder, or any applicable regulations, if any, in compliance with the provisions of the Act including without limitation, in accordance with Section 34(1) of Act read with Rule 24 of the Rules.
The Books of Accounts of the LLP shall be kept at the Registered Office of the LLP or such other place as may be mutually decided by the Designated Partners.
The Books of Accounts shall be open for inspection to any Partner during the business hours on any working day of the LLP.
The Accounting Period of the LLP shall commence from 1s April till next following 31st March. However, first Accounting Period shall commence from the date mentioned on the certificate of incorporation of the LLP i.e. ____________ till next following 31st March i.e., March 31, 2022. The Accounting Period may be changed with the consent of the Designated Partners.
The LLP will, within a period of 6 (six) months from the end of each financial year, prepare a statement of account and solvency for the said financial year in such form as may be prescribed from time to time and such statement will be signed by both of the Designated Partners.
The LLP will also file its annual return duly authenticated with the Registrar of LLP within 60 (sixty) days of closure of its Financial Year in such form and manner prescribed in respect thereto.
Opening of Bank Accounts and Operations thereof
The Designated Partners may open current, overdraft or cash credit account with any bank to carry on the business operations of the LLP.
The said banking accounts as opened with the banks may be operated on such basis as decided between the Designated Partners.
All funds received in the name of the LLP, whether by cheque / demand draft / pay order / RTGS / NEFT / cash / any other mode, shall be deposited in the bank accounts of the LLP. All withdrawals from the bank accounts of the LLP shall be made by cheque / demand draft / pay order / RTGS / NEFT / cash / any other mode approved by the Designated Partners as may be determined between them.
The Designated Partners and the Partners will have the right to make only such drawings / withdrawals, as set out under this Agreement or otherwise agreed in writing by and amongst all the Partners.
Change in Partners
Admission of new Partner:
A new Partner may be introduced in the LLP with the consent of all the Designated Partners on such terms and conditions as the Designated Partners may agree with the person to be introduced as Partner. Only the Designated Partners shall execute the supplementary to give effect to such alteration.
Any Partner who, is admitted in the LLP with the consent of the Designated Partners shall be bound by all of the provisions, obligations, rights and undertakings set forth in the LLP Agreement and applicable to it.
The new Partner shall be required to visit the website www.legalpay.in for the terms and conditions as would be made available & submit the concurrence with the payment of 100% of amount upfront that the Partner intents to make. The new Partner shall be required to pay the balance contribution within the period as may be decided by the Designated Partners.
Subject to lock in provisions, any Partner or Partners who voluntarily wishes to exit the LLP (“Outgoing Partner”) shall be required to give 60 days’ written notice to the LLP stating his/her intention to exit the LLP and the date of expiration of the notice shall be its exit date, unless the notice period is waived by the LLP.
On exit, the Outgoing Partner(s) shall be entitled to refund of balance amount of Capital Contribution after making adjustments of his/her withdrawals and his/her share in the loss of the LLP.
The outgoing Partner shall not be entitled to any share or interest in the property or profits of the LLP arising after his or her exit date.
In case the Partner exit from the LLP before the dissolution of the LLP, the outgoing Partner shall make endeavors to provide secondary capital to the LLP before his/her exit to the extent of his/her/its actual contribution as set out in Exhibit-I and Exhibit-II to manage the funds required for unresolved pending cases as on the date of his leaving date.
Only the Designated Partners shall execute the supplementary to give effect to such alteration.
Death of Partner:
On the death of any Partner, the LLP shall not be dissolved and the surviving partners shall have the option to purchase the share of the deceased partner.
The partner purchasing the share of the deceased partner shall also enter into a covenant in order to indemnify the personal representatives of the deceased partner from the existing and future debts, obligations and liabilities of the partnership.
Upon the death of any of the Partners herein, any one of his or her heirs could be admitted as a partner of the LLP in place of such deceased Partner on the terms and conditions which were applicable on the deceased partner. Only the Designated Partners shall execute the supplementary to give effect to such alteration
Terms of payment /purchase of share:
Price of the share of deceased/withdrawing partner shall be the amount at which such share shall stand in the last balance sheet, which shall be prepared as on the date prior to the death of the deceased/date of withdrawal.
Further, the balance sheet shall be drawn after factoring the potential return on the estimate basis of all the cases being managed/funded by the LLP
Expulsion of partner and Termination of his partnership:
If any Partner assigns, charges or encumbers his share in the LLP without the consent of Designated Partners or becomes bankrupt or a lunatic or otherwise permanently incapable of attending to the partnership business or commits any breach of any of the provisions of this Agreement or commits any criminal offence or does or suffers any act which would be a ground for the dissolution of the partnership by the court/tribunal in any such case, it shall be lawful for the other Partners, by notice in writing to the offending or incapacitated Partner or his trustee or official assignee, to determine the partnership whereupon the partnership so far as concerns such Partner shall determine and the other existing Partners shall have the option to purchase the share of such Partner and pay the purchase price, as mutually determined by the Designated Partners, to the offending Partner or his trustee or official assignee in accordance with above clause. Such expulsion of Partner and his termination of partnership has to be decided by Designated Partners.
If a Partner retires or becomes insolvent, then the partnership will not get dissolved and the Partners shall have the option to purchase the share of such retiring/ insolvent Partner and the purchase price shall be calculated as given hereinbefore.
If a Partner commits a breach under this Agreement or Applicable Law, which justifies expulsion, the Designated Partners have the right but not an obligation to provide notice to the Partner in default for expulsion from the LLP.
Only the Designated Partners shall execute the supplementary to give effect to such alteration
Lock in Period
In the interest of the future growth of the LLP, it has been agreed between the Parties that there shall be a lock-in period of 18 months, before any Partner shall be allowed to exit from the LLP unless agreed in writing by all the Designated Partners. Such lock-in period may be extended maximum up to 12 months by the Designated Partners.
In the event, there is breach of the lock – in and an existing Partner expresses his desire to exit the business, then in such circumstance, his stake shall be taken over by the other Partners proportionately in their profit -sharing ratio or as may be agreed between the other Partners, at the valuation of the LLP on the date of signing of this Agreement.
In case, there is any excess amount outstanding against such existing Partner, even in those circumstances the amount to be paid to such existing Partner shall be limited to the valuation of the LLP arrived at the time of signing this Agreement.
Right of First Refusal
If any Partner intends to transfer his/her/its interest (“Transferring Partner”) held by him/her/it then the Designated Partners shall have a right of first refusal in respect of such transfer. The Transferring Partner shall give a written notice to the Designated Partners the other material terms and conditions if any for the proposed transfer. The Designated Partners shall respond to the notice within 15 days from the date of receipt of such notice whether or not the other terms set out in the notice is acceptable or not. Valuation of the interest of the Transferring Partner shall be mutually between determined between the Transferring Partner and the Designated Partners. In the event Designated Partners decide to exercise their right to first refusal, the Transferring Partner shall transfer interest as mentioned in the notice to the Designated Partners at the terms and conditions mentioned in the notice. If the Designated Partners decline the offer or fails to revert with the period of 15 days the Transferring Partner shall from the expiry of the notice period may transfer his/ her interest to the third party as per the terms offered in the notice.
Liability of Partners
The liability of the Partners shall be limited as provided in the Act and as set forth in this Agreement.
Further, the Parties agree that, the Designated Partner & the LLP shall not be held accountable in the event the LLP is not able to meet the expected level of performance in managing the interim finance cases.
Rights of Partners
All the Partners shall have the right, title and interest in all the assets and properties of the LLP as per the terms of this Agreement.
Every partner has a right to access, inspect and obtain copies of the Books of Accounts including documents, records, papers, etc.
Every partner shall be entitled to carry out business in their own, independent and separate manner as hereto they might be doing or they may hereafter do as they deem fit and proper and other Partners and LLP shall have no objection thereto, provided that the Partner has disclosed the said fact to all the Partners and the LLP. Such Partner conducting separate business shall not use the name of the LLP to carry out his/her business and the said business shall not be such that it would harm the reputation of the LLP and shall not be in competition to the business of the LLP.
On the death of any Partner, if his/her legal heir opts not to become the partner to the LLP, the Designated Partners shall have the first right to purchase the contribution of the deceased Partner in the LLP at a value as may be mutually agreed. In the event the Designated Partners does not chose to purchase the contribution of such deceased Partner, then the surviving Partners shall have option to purchase the such contribution in proportion of their existing contribution in the LLP.
Neither Partner shall be entitled to any goodwill on its/his/her exit from the LLP as a Partner.
Duties of Partners
Each Partner shall be just and faithful to other Partners in carrying out all the transactions relating to the LLP.
Each Partner shall provide true accounts and full information of all activities, transactions and things affecting the LLP to any Partner or his legal representatives.
Each Partner (other than the Designated Partners) shall furnish a record of any benefits derived by it/him/her without the consent of the Designated Partner from any transactions concerning the LLP, or from any use by it/him/her of the property, name or any business connection of the LLP.
Every Partner shall indemnify the LLP and the Designated Partners for any loss caused to it by his/ her fraud in conduct of the Business of the LLP.
In case any Partner of the LLP wishes to transfer or assign his/her/its Interest or shares in the LLP, he/ she/it can transfer the same subject to the provisions of this Agreement and with the consent of Designated Partners only. Only the Designated Partners shall execute the supplementary to give effect to such alteration.
Duties of the Designated Partners
Each Designated Partner will act in good faith in all transactions relating to the LLP.
The Designated Partners shall, within 30 (Thirty) days from the date of incorporation of the LLP, file with the Registrar, this Agreement under Form 3 or such other Form as may be applicable at the time. However, if any changes are made in the Agreement, the same shall be filed by the Designated Partners in the prescribed form within 30 (Thirty) days of making such changes.
The Designated Partners shall within 30 (Thirty) days from the date of appointment of every Designated Partner, file with the Registrar the particulars of every individual who has given his/ her consent to act as a Designated Partner of the LLP in such form and manner as may be prescribed under the Act and the Rules from time to time.
The Designated Partners shall be responsible for doing all the acts, matters and things as are required to be done by the LLP in respect of compliance with the provisions of Act and the Rules made thereunder including filing of any document, return, statement and the like report pursuant to the provisions of the Act and Rules made thereunder and as required by this Agreement.
The Designated Partners shall appoint employees, advisors, bankers, legal service providers, experts, counsel or any other persons and enter into Agreements with such Persons as the Partners may deem necessary for the purposes of the Business on such terms and conditions in respect of the consideration, remuneration, salary, wages and/or dearness allowance, as the Partners may consider proper, subject to compliance with Applicable law.
All the matters of the LLP and all decisions to be taken in respect of the LLP, whether in terms of this Agreement or under the LLP Act, or the LLP Rules, shall be decided with the consent of the Designated Partners whether at a meeting of the Partners or otherwise in writing.
The Designated Partners shall also be responsible for doing all the acts, matters and things arising out of this Agreement or any supplemental agreement.
No Designated Partner will without the written consent of such number of Partners who collectively hold more than 50% (fifty percent) of the capital of the LLP:
(a) use any assets of the LLP or create any pledges over the assets of the LLP for obtaining any credit facilities;
(b) enter into any bond or become sureties or security with or for any person or do knowingly cause or suffer to be done anything whereby the property of the LLP or any part thereof may be seized;
(c) assign, mortgage, pledge or create any charge over any asset or property thereof or make any other person a Partner therein;
(d) create or grant any encumbrance over the whole or any part of the business or assets of the LLP (otherwise than in the ordinary course);
(e) change the Interest or profit-sharing ratio;
(f) change or amend the name of the LLP;
(g) lend money or give credit on behalf of the LLP or to have any dealings in the name of the LLP with any persons, company, firm or LLP whom the other
Liability of Designated Partners
Every Designated Partner will indemnify the LLP and the other Partners for any loss caused to them by his fraud, gross negligence or willful misconduct in relation to the business of the LLP or his failure to comply with the provisions of Limited Liability Partnership Act, 2008.
LLP shall prepare and file with the Registrar, a statement of account and solvency and an annual return within the period as stipulated under the Act and Rules for each financial year.
Nature of Partnership Interest
The Interest of Partners in the LLP constitutes their personal estate. In the event of death or legal disability of any Partner, the executor, trustee or administrator of such Partner shall be bound by the provisions of this Agreement.
In case a Partner is not a natural person, the successor of such Partner shall be bound by the provisions of this Agreement.
Management and Activities of LLP
Subject to the provisions of the Act and Rules made thereunder and except as otherwise expressly provided herein, day-to-day operation of the LLP shall vest exclusively in the Designated Partners, who shall have the powers on behalf and in the name of the LLP to carry out any and all the objectives/activities of the LLP and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary, advisable or incidental thereto.
Meetings and Business
The meetings of Designated Partners shall be conducted at such intervals as may be required for the smooth business operations of the LLP. Meeting of the Partners for any specific purpose may be called at any time by any Designated Partner.
All the matters related to LLP as mentioned in this agreement, shall be decided by the resolution passed by majority of the Designated Partners and each Designated Partner shall have one vote.
Notice of the time and place of meeting shall be delivered by the Designated Partner of the LLP either personally or by telephone to each of the Partner, or sent by first class mail or e-mail or by facsimile transmission addressed to him at his address as it appears upon the records of LLP.
Notice of a meeting of the Partners shall be given at least 7 (Seven) days prior to the time of the holding of the meeting. If agreed to by all the Partners a meeting may be called by giving a shorter notice than prescribed above.
Meeting shall ordinarily be held at the Registered Office or any other place as mutually decided by the Partners.
Whenever required a meeting of the Partners may be conducted through Teleconferencing with the written consent of Designated Partners
The quorum for a meeting of the Partners shall be at least two (2), provided, that no quorum shall be constituted without the attendance of the Designated Partner at such meeting, whether in person, or by video conferencing or by any other audiovisual means or through duly appointed proxy/nominee.
The Designated Partners shall ensure that the minutes of the meetings are recorded within a period of 30 business days of such meeting and are maintained at the Registered office of the LLP.
A Designated Partner (being Body Corporate) may, by resolution of its Board of Directors or other governing body, nominate a person to act as its representative at a meeting and any person so authorized shall be entitled to exercise the same powers on behalf of the Body Corporate which he/she represents as that body Corporate could exercise had it been an individual Partner.
MEETING OF PARTNERS
It shall not be mandatory to call meetings of the Partners at regular intervals, unless necessary for the operations of the business.
The meeting of Partners may be called by giving at least 3 (three) days’ notice. In case if any urgent meeting is called the shorter notice requirement is to be ratified by such number of Partners who collectively hold more than 50% (fifty percent) of the capital of the LLP.
The matter discussed in the Partners’ meeting will be decided by a resolution passed by the consent of such number of Partners who collectively hold more than 50% (fifty percent) of the capital of the LLP. Each Partner will have voting rights in proportion to their Interest in the capital of the LLP.
The notice of the meeting will be sent via email or by post at the residential address of the Partners. The meeting may also be called by telephonic or video conversation.
The meeting of Partners will ordinarily be held at a place as may be mutually agreed as per the convenience of Partners.
The Designated Partners will ensure that decisions taken at the Partners’ meetings will be recorded in the minutes within 30 (thirty) days of taking such decisions.
Notwithstanding the abovementioned, no obligation of the LLP shall be entered into, no decision shall be made and no action shall be taken by or with respect to the LLP in relation to any of the matters specified in Exhibit-IV (“Reserved Matters”) hereto without the written approval of Designated Partners.
Breach of Agreement
A material breach of this Agreement by a Partner (“Breaching Partner”) which has not, after notice by the other Partner(s) (“Non-Breaching Partner”) and a reasonable opportunity for cure (the scope of such cure to be conclusively established by the binding arbitration provisions of this Agreement), been cured by such Partner within the time provided for by the Arbitrator.
Upon decision to dissolve the LLP by:
The LLP may be wound up either voluntarily with the consent of all Designated Partners and Partners, or by the National Company Law Tribunal in accordance with the Limited Liability Partnership Act, 2008 and the applicable laws. Upon such winding up, the LLP will be dissolved by the appropriate governmental authority. In the event the LLP is dissolved pursuant to the terms of this Agreement or under applicable laws, the Designated Partner or Partners will cease to remain partners of the LLP upon such dissolution
Notwithstanding anything contained in these presents, LLP shall be deemed to be terminated in the following cases:
Number of partners fall below 2 (Two); or
Partner’s non-economic right is transferred to a third party without the approval of the existing Partners.
Only the Designated Partners shall execute the supplementary to give effect to such alteration.
Upon the occurrence of an event of dissolution as defined in the Act or in Clause 24 of this Agreement, the LLP shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Designated Partner with the consent of all such Partners holding majority interests shall appoint a liquidator (who may, but need not, be a partner) who shall have sole authority and control over the winding up and liquidation of the LLP’s business and affairs and shall diligently pursue the winding up and liquidation exercise. As soon as practicable after his appointment, the liquidator shall cause to be filed, a statement of intent to dissolve as required by the Act and/or Rules thereof.
During the course of liquidation, the Partners shall continue to share profits and losses of LLP but there shall be no cash distributions to the Partners until the Distribution Date as defined herein.
Liquidation shall continue until the LLP’s affairs are in such condition that there can be final accounting, showing that all fixed or liquidated obligations and liabilities of the LLP are satisfied or can be adequately provided for under this Agreement. The assumption of guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When they have determined that there can be final accounting, the liquidator shall establish a date (not later than the end of the taxable year of the liquidation. i.e., the time at which the LLP ceases to be going concern, or if later, ninety days after the date of such liquidation) for the distribution of the proceeds of liquidation of the LLP (“Distribution Date”).
Any notice to be given under this Agreement shall be in writing and shall be deemed given when received and may be sent by mail, express courier or facsimile to the all the Designated Partners.
The Designated Partners and Parties will seek to amicably resolve any dispute, controversy, claim or breach arising out of, or in relation to, this Agreement, including any dispute arising out of this Agreement (“Dispute”). If the Parties fail to amicably resolve the Dispute within a period of 30 (thirty) days from receipt of the first written notice of the Dispute by a Party, either Party may resort to arbitration as provided for in this Clause below.
Any Dispute, which cannot be settled amicably by negotiations and discussions between the Parties under Clause 26(i) above, shall be referred to the Sole Arbitrator. The arbitration shall be subject to the Arbitration and Conciliation Act, 1996 (as may be amended from time to time). Delhi International Arbitration Centre shall appoint the Sole Arbitrator, who will conduct the arbitration in accordance with its rules then in force and applicable to the proceedings. The language to be used in the arbitration shall be English. The governing law of the contract shall be the substantive law of India. The venue of arbitration shall be New Delhi. The award of the sole arbitrator will be final and conclusive and binding upon the Parties and non-appealable to the extent permitted by applicable law.
The LLP shall have a common seal and it shall be laid and adopted at the first meeting of the LLP. The common seal shall be affixed on any document or contract with the approval of and in the presence of any 2 (Two) Designated Partners of the LLP, on each occasion. The common seal shall be kept at the Registered Office and in safe custody.
Any Partner of the LLP may transact business with the LLP, and in that behalf the Partner shall have the same rights and obligations as that of the person, who is not a partner of the LLP.
Disclosure of the Confidential Information of the LLP to any of the officers, employees, consultants or third party shall be made only with prior written approval of any one of the Designated Partners, if and to the extent necessary to carry out rights and responsibilities under this Agreement shall be limited to the maximum extent possible, consistent with such rights and responsibilities, and shall only be made to such persons who are bound to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement.
Each Partner acknowledges that, in his / her capacity as a Partner or a Designated Partner of the LLP, he/ she will be given, or otherwise have access to, valuable and proprietary Confidential Information. Each Partner acknowledges that he / she has been granted access to such Confidential Information in a fiduciary capacity, and solely for such Confidential Information to be used for the benefit of the LLP. The Partners undertake to observe the strictest secrecy in all matters pertaining to the Confidential Information and not to divulge or disclose during their association with the LLP and any time thereafter. The LLP prohibits the use of Confidential Information for the Partners’ own benefit or for the benefit of any other person, firm or entity or for any purpose other than in relation to the LLP or its Business. This includes not divulging Confidential Information concerning the LLP, its operations or Designated Partners / Partners to any other employee, staff or third party of the LLP.
Each Partner shall use at least the same standard of care to prevent disclosure of such Confidential Information, but no less than a reasonable standard of care for this industry, as it uses to protect its own confidential information to ensure that its employees, consultants and other representatives do not disclose or make any unauthorized use of Confidential Information of another Partner. Each Partner shall promptly notify the other Partner of any unauthorized use or disclosure of Confidential Information of another Partner.
Within 60 (Sixty) days following termination or expiration of this Agreement, each Partner shall return to the other Partner(s), or destroy, upon the written request of the concerned Partner, all Confidential Information disclosed to it by the concerned Partner pursuant to this Agreement, including all copies and extracts of documents.
Any employees who shall have access to Confidential Information are bound by Agreements to maintain such information in all confidence and not to use such Confidential Information except as expressly permitted therein. Each Partner agrees to ensure confidentiality obligation by which its employees and consultants are bound.
Nothing in Clauses 28 (i), (ii), (iii), (iv) and (v) above shall restrict any Party from disclosing Confidential Information for the following purposes:
to the extent that such information is in the public domain on the date of the disclosure other than by breach of this Agreement by such Party;
to the extent that any of such information was previously known or already in the lawful possession of the receiving-party from a third-party having no obligation to maintain confidentiality, prior to disclosure by any person, which may be substantiated with suitable records predating the date of disclosure; and
to the extent required by Applicable Law.
Electronic Signature Contract & its Validity
The Parties to this Agreement mutually agree that this Agreement shall constitute a valid contract as per the provisions of the Indian Contract Act, 1872 read with Information Technology Act, 2000 (as amended till date).
The electronic signature used to sign this Agreement complies with the provisions of Section 2, 3 and 15 of the IT Act, 2000 and the related regulations. The Parties to this Agreement mutually agree to the same and have no objection to it.
The electronic signature is legally recognized as per Section 5 of the IT Act, 2000. The Parties to this Agreement mutually agree to the same and have no objection to it.
Either party to this Agreement shall have no right to raise any defence concerning admissibility of this Agreement, its validity, execution, signature or any other matter concerning with or related to execution of this Agreement, in any legal recourse which it may take. The Parties to this Agreement mutually agree to the same and have no objection to it and are bound by the doctrine of estoppel.
Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties to this Agreement is intended to authenticate this writing and to have the same force and effect as manual signatures.
The delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by electronic mail in “portable document-format” (“.pdf”) form, or by any other electronic means, will have the same effect as physical delivery of the paper document bearing an original or electronic signature. The Parties have entered into and executed this Agreement with free consent and capable of understanding its effects upon their interests.
Subject to any contrary provisions of the Act, this Agreement may be amended only by Designated Partners. Any such amendment shall be in writing, duly executed by all the Designated Partners.
This Agreement shall be governed by and construed under the substantive laws of India and courts of New Delhi will have territorial jurisdiction.
Unless the context otherwise requires, the general provisions, rule of construction and definition contained in the Act shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail. To the extent this Agreement is applicable to the subject contained in this Agreement, Schedule I of the Act shall not apply.
If one or more provisions of this Agreement are held by a proper court to be unenforceable under Applicable Law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed here from, and the balance to this Agreement shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF THE PARTIES HAVE PUT THEIR RESPECTIVE HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN
Signed and delivered by
For and on behalf of
LP CASE MANAGEMENT II LLP
In Presence of:
Name : _______________________________
Name : _______________________________
Designated Partners, Capital Contribution and Profit-Sharing Ratio
Percentage of Capital Contribution
Profit Sharing Ratio
LegalPay Technology Pvt. Ltd.
Partners, Capital Contribution and Profit-Sharing Ratio
Percentage of Capital Contribution
Profit Sharing Ratio
PROPOSED BUSINESS/OBJECTS OF THE LLP AND CONDUCT OF BUSINESS
The objective of the LLP shall be to provide Case Management Services to Applicants which include without limitation assessing the risks involved, analyzing and managing the interim finance case applied by Applicants/Resolution Professional post the approval granted by Committee of Creditors under Insolvency and Bankruptcy Code, 2016 (“IBC”) to help the Corporate Debtor remain operational during CIRP. The Interim Finance, provided to meet the exigencies’ costs, would include but not limited to providing for payment to professionals appointed (valuers, RP’s fees); payment to the workmen; payment to the security personnel etc. or any other similar costs that is found to be necessary to ensure the going concern status of the Corporate Debtor.
The LLP shall pay LegalPay Technology Private Limited, Case Management and Diligence fee as agreed between the Parties in the Service Agreement dated ____________.
To pay all costs, charges and expenses incurred or sustained in or about the formation, registration, promotion, incorporation, establishment and advertisement of the LLP or which the LLP will consider to be preliminary including contracts entered into by the LLP.
To enter into contracts or arrangements or other dealings for more efficient conduct of the business of the LLP or manage any property of the LLP or any part thereof and also to enter into any arrangement with any Government or Authorities or any persons or companies that may seem conducive to the main objects of the LLP.
To employ, engage, appoint, or otherwise procure, suspend or terminate the services of professionals, consultants, engineers, design consultants, technicians, legal and financial advisors, or other experts to assist in the functioning and businesses of the LLP.
To employ, engage, appoint, or otherwise procure, suspend or terminate the services of professionals, consultants, engineers, design consultants, technicians, legal and financial advisors, or other experts to assist in the functioning and businesses of the LLP.
To appoint dealers, sub-dealers, agents, sub-agents, distributors, concessionaries at any place in India, for the efficient conduct of the business of the LLP, and remunerate them for their services.
To pay for any property or rights acquired in such terms as may be determined and agreed upon.
To negotiate and enter into agreements and contracts with Indian individuals, companies, corporations and such other organizations for technical, financial or any other such assistance for carrying out all or any of the main objects of the LLP.
To deal in, sell, mortgage, let out or otherwise dispose of the businesses, undertaking or all or any of the property and assets of the LLP, or any part thereof, for such consideration and on such terms, as the LLP thinks fit.
To enter into any arrangements with any government or authorities or any persons or companies that may seem conducive to the main objects of the LLP or any of them and to obtain from any such government, authority, person or company any rights, charters, contracts, licenses and concessions which the LLP may think desirable to obtain and to carry out, exercise and comply therewith.
To apply for and obtain any order under any act or legislature, charter, privilege, concession, license or authorization of any government, state or other authority for enabling the LLP to carry on all or any of the main objects of the LLP.
The LLP will not undertake any business activities other than the Business, without the unanimous consent of the Partners.
To furnish/acquire to/from any person, firm or body corporate, whether in India or elsewhere, technical information, know-how, processes, engineering, and operating data, plans, lay-outs and blue-prints useful for the design, erection and operation of plant and machinery, required for any of the business of the LLP and to obtain/pay remuneration thereof in any currency by way of lump-sum or installments or fees or royalties.
Reserved Matters for Designated Partners
Any further contribution in the LLP by the Company
Investment in any joint venture, partnership or other companies or entity
Any change in the constitution, size, and structure of the partners in LLP
Any action with respect to conversion into Company, merger, amalgamation, consolidation, composition, winding up, dissolution and / or liquidation or any scheme of arrangement involving LLP’s property.
Distribution of capital or profits, capitalization of reserves or otherwise or any such distribution to the partners
Approval of the annual accounts & report of auditors.
Appointment and removal of Auditors of the LLP;
Opening or closing of any office of the LLP to be intimated;
Opening and operation of one or more bank account(s) in the name of the LLP to be intimated;
Assignment of share in the LLP by any of the Partner;
Expulsion of a Partner or a Designated Partner or the termination of the partnership
Deciding the entitlement of Salary of the Designated Partners over and above the agreed entitlement as on the date of signing of this agreement;
Any amendment in the Agreement as may be required from time to time