## Section 61 — Power of Tribunal to Enforce a C/A

### Sub-section (1) — Supervision

Where the Tribunal sanctions a C/A in respect of an LLP, it:

Has power to supervise the carrying out of the C/A; AND
May give directions or make such modifications as it considers necessary for the proper working of the C/A.

### Sub-section (2) — Power to Wind Up

If the Tribunal is satisfied that a sanctioned C/A cannot be worked satisfactorily, it may:

Suo motu, or
On application of any interested person,

order winding up of the LLP.

## Section 62 — Reconstruction or Amalgamation of LLPs

### Sub-section (1) — Tribunal's Wide Powers

Where an application is made under Section 60 and shown that:

A C/A has been proposed for reconstruction or amalgamation of 2 or more LLPs, AND
Under the scheme, whole or any part of undertaking, property or liabilities (UPL) of any LLP is transferred to another LLP (transferee LLP),

the Tribunal may, by the sanction order or by subsequent order, provide for:

Provision	Effect
(a) Transfer of UPL	From transferor LLP → transferee LLP
(b) Continuation of pending legal proceedings	By or against the transferee LLP
(c) Dissolution without winding up	Of any transferor LLP
(d) Treatment of dissenters	Provision for persons dissenting from C/A
(e) Incidental matters	Such other consequential and supplemental matters as necessary

### Pre-condition for Sanction

No C/A for amalgamation shall be sanctioned unless the Tribunal has received a report from:

RoC, AND
Official Liquidator,

that affairs of the LLP have not been conducted prejudicial to interests of partners or public interest.

### Sub-section (2) — Vesting & Freedom from Charge

Where the order provides for transfer of any property/liability, by virtue of the order, it shall be freed from any charge — only if the order so directs.

### Sub-section (3) — Filing

Certified copy of NCLT order to be filed with RoC within 30 days.

### Sub-section (4) — Penalty for Non-Filing

LLP: ₹10,000 + ₹100/day, max ₹1 lakh
DP: ₹10,000 + ₹100/day, max ₹50,000

Note: Compliance with Section 62 is in addition to compliance with Section 60.

Worked example

### Example 1

Example: Two LLPs propose amalgamation. RoC has reported that the transferor LLP's affairs have been conducted in a manner prejudicial to public interest. Can Tribunal sanction?

Answer: No. Section 62 expressly bars sanction unless RoC and Official Liquidator have reported favourably.

### Example 2

Example: Order sanctioning amalgamation provides for transfer of a charged property to transferee LLP, but does not expressly free it from the charge.

Answer: Property continues to be subject to the charge — Section 62(2) requires the Tribunal order to specifically direct freeing from charge.

⚠️ Common exam mistakes

Believing Section 62 stands alone — it is in addition to Section 60.
Assuming Tribunal sanction automatically frees property from charge — only if order so directs.
Skipping the report of RoC & Official Liquidator — it is a sanction prerequisite.

Reference: Sections 61 & 62 — Limited Liability Partnership Act, 2008

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Tribunal's Power to Enforce C/A & Reconstruction/Amalgamation (Sections 61 & 62)

Worked example

⚠️ Common exam mistakes