Apex Green Energy LLP, engaged in the business of manufacturing solar-powered equipment, has been facing severe liquidity constraints due to a…

CA Intermediate · Corporate and Other Laws · RTP · September 2026
Apex Green Energy LLP, engaged in the business of manufacturing solar-powered equipment, has been facing severe liquidity constraints due to a decline in demand and delays in recovery of receivables. As on 31st March 2026, the LLP owes ₹ 8 crore to its creditors and has accumulated losses, leading to disputes among certain partners regarding future capital commitments. To revive the business, the designated partners proposed a compromise and arrangement under the Limited Liability Partnership Act, 2008 ("LLP Act"). Accordingly, one of the major creditors filed an application before the Tribunal under section 60 of the LLP Act, seeking an order for meetings of creditors and partners to consider a restructuring plan under which creditors would accept 80% of their outstanding dues in full settlement, and partners would agree to defer their profit-sharing entitlements for the next two years. After considering the application, the Tribunal ordered separate meetings of creditors and partners. At the creditors' meeting, creditors holding 78% in value of the debt represented at the meeting voted to approve the scheme. At the partners' meeting, partners holding 74% in value of the capital contribution represented at the meeting voted to approve the proposal. During the proceedings, it was discovered that the LLP had failed to disclose to the Tribunal that an investigation by a regulatory authority concerning certain financial transactions was pending against it, although its latest financial position had been disclosed. Subsequently, the LLP rectified the omission by filing a fresh affidavit disclosing all material facts, including the pending investigation. The partners' meeting was reconvened, and partners holding 76% in value of the capital contribution represented at the meeting voted to approve the proposal; the creditors' earlier approval of 78% in value continued to hold good. On this basis, the Tribunal sanctioned the compromise and arrangement on 1st August 2026. The LLP, however, failed to file the Tribunal's order with the Registrar until 20th September 2026. During the pendency of the application before the Tribunal, one supplier had attempted to continue a recovery suit against Apex Green Energy LLP despite the restructuring proceedings being underway. Based on the facts of the case scenario given above, choose the most appropriate answer to the following Multiple Choice Questions based upon the provisions of the Limited Liability Partnership Act, 2008:
(A) (a) It would automatically become binding without Tribunal sanction.
(B) (b) It would be approved because both creditors and partners have approved it by a simple majority.
(C) (c) It would fail because creditors did not approve it by 80% in value.
(D) (d) It would fail because partners representing only 74% in value approved the scheme.

Suggested Answer and Working Notes:

Correct Answer: Option (D)

(d) It would fail because partners representing only 74% in value approved the scheme.

Topics: The Foreign Exchange Management Act, 1999, The General Clauses Act, 1897

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