Limited liability partnership (LLP)

Limited liability partnership (LLP) is an alternative corporate business entity that provides the advantage of limited liability of a company. At the same time this structure allows its members the flexibility of organizing their internal management on the basis of a mutual agreement like any partnership firm. Liabilities of its partners are restricted to the extent of their individual contributions to the LLP. They would not be held responsible for loss caused on account of fraud of other partners, of which they had no knowledge. This is different from a general partnership in which each partner is liable jointly as well as severally for the debts and obligations of the business. Section 25 of the Partnership Act, 1932 states : " Every partner is liable, jointly with all the other partners and also severally, for all acts of the firm done while he is a partner. " The LLP format would be propitious for small and medium enterprises (SME) .Professional involved in the knowledge based enterprises would be able take the advantages of both the Company as well as flexibility of the Partnership. 

In India several expert groups have examined the need for a concept like LLP .These include the Abid Hussain Committee 1997, the Naresh Chandra Committee on Private Companies and Partnerships 2003 and the Irani Committee for new Company Law, 2005. The Naresh Chandra Committee particularly analyzed the concept in detail under following parameters:

• Application of the LLP Regime;
• Incorporation, Registration and Number of Partners;
• Limited Liability;
• Financial Safeguards; and

Tax Treatment of LLPs.
 
Justifying the need to introduce LLP the Committee opines:

"The Committee feels that with Indian professionals increasingly transacting with or representing multi-nationals in international transactions, the extent of the liability they could potentially be exposed to is extremely high. Hence, in order to encourage Indian professionals to participate in the international business community without apprehension of being subject to excessive liability, the need for having a legal structure like the LLP is self-evident. Provisions which restrict the number of partners to twenty prevent the growth of professional firms to the large entities operating on an international scale. Such inhibiting conditions have to be removed. Otherwise, Indian professionals may well get excluded from taking their rightful place in the international community, that their skills otherwise entitle them to. The Committee believes that, to encourage greater professionalism and create commercially efficient, vehicles for providing service of the highest quality, it is essential to create a regulatory regime that would govern the formation of such a hybrid entity between the partnership simpliciter, or general partnership, and a private limited company, that is, an LLP. Such an entity would provide the flexibility of a partnership (allowing the owners to adopt whatever form of internal organization they prefer), and limiting at the same time, the owner's liability with respect to the LLP. Given the wide acceptability of the limited liability company, a partnership of recognised professionals should be given the choice to opt for a more suitable legal entity, and conferred the privilege of limited liability, especially if sufficient safeguards are put in place."
 
An earlier version of the LLP Bill was introduced in the Rajya Sabha around 2 years ago on 15th December, 2006 and was referred to the Parliamentary Standing Committee on Finance. The Standing Committee submitted its report on 27th November, 2007. Finally the Limited liability partnership Act was passed in 2008 with effect from 1 April, 2009.

In order to the appreciate the concept of LLP it is important to understand the broad differences between the Limited liability partnership  and  Company( under Company Act 1956) ;and Limited liability partnership  and the  Partnership under the Partnership Act,1932. The foremost difference between an LLP and a company lies in that the internal governance structure of a company and is regulated by statute (i.e. Companies Act, 1956) whereas for a Limited liability partnership it would be by a contractual agreement between partners. The dichotomy of management-ownership as prevalent in a company is palpably absent in a limited liability partnership. LLP will have lesser compliance requirements and will have more flexibility as compared to a company.

Talking about the differences between the general Partnership and the Limited Liability Partnership, it was abundantly clear the features of the traditional partnership as governed by the Indian Partnership Act, 1932 have increasingly become redundant. The main problems with this anachronistic Act are that

• it does not recognize the distinction between a partnership and its members (i.e. the partners);
• it imposes unlimited liability on each partner for acts committed by any other partner and by the partnership as a whole.

it restricts the maximum number of partners in a partnership to 20;

In case of general Partnership as per the Indian Partnership Act, 1932, each of the partners is jointly and severally liable for any liability arising out of or in respect of the partnership. The LLP is a separate legal entity with unlimited capacity where no member or partner is liable on account of the independent or unauthorized actions of one's partner, and whose liability is limited to the respective stake of each in the LLP. The members of an LLP would have the option to have a general partner or more with unlimited liability, but it would not shield the partners from legal liability arising out of their own personal acts which are not done for and on behalf of the LLP, that is, any act done beyond the acts and powers of the partners as laid down in the incorporation document. Also the main benefit in an LLP is that it is taxed as a partnership, but has the benefits of being a corporate, or more significantly, a juristic entity with limited liability.

Now let me briefly talk about the salient features of the LLP Act , 2008:-

• The LLP will be, as already mentioned, an alternative corporate business vehicle that would give the benefits of limited liability but would allow its members the flexibility of organizing their internal structure as a partnership based on an agreement.
• The Act does not restrict the benefit of LLP structure to certain classes of professionals only and would be available for use by any enterprise which fulfills the requirements of the Act.
• The LLP will be a separate legal entity.
• It will have perpetual succession.
• The rights and duties of partners in LLP, will be governed by the agreement between partners and the partners have the flexibility to devise the agreement as per their choice. The duties and obligations of Designated Partners shall be as provided in the law.
• Indian Partnership Act, 1932 shall not be applicable to LLPs and there shall not be any upper limit on number of partners in an LLP unlike an ordinary partnership firm where the maximum number of partners cannot exceed 20.
• An LLP shall be under obligation to maintain annual accounts reflecting true and fair view of its state of affairs. Since tax matters of all entities in India are addressed in the Income Tax Act, 1961, the taxation of LLPs shall be addressed in that Act.
• LLP shall maintain annual accounts. However, audit of the accounts is required only if the contribution exceeds Rs. 25 lacs or annual turnover exceeds Rs.40 lacs.

Should be 'for profit' business.

The economic downturn has adverse affects in the economies of most of the countries, including India. In such a situation, availability of LLP as an alternative business vehicle to our trade and industry will be an important step. Service industry has grown considerably in India. The concept of LLP has assumed a high significance due to today's borderless economies, the growing role of service and knowledge based enterprises and emerging international competition. Indian entities also need to have the requisite choice in corporate organizations to compete and survive internationally. 

Syed Burhanur Rahman, Attorney, New Delhi. E mail-syedburhanurrahman26@gmail.com This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Syed Burhanur Rahman is an alumnus of St. Stephen's College and Campus Law Center, Delhi University. A Quiz aficionado, he has featured in premier T.V Quiz shows including Mastermind India(BBC),University Challenge Quiz(BBC) and Nat Geo Genius Quiz (National Geographic Channel).An Attorney working with INDUS G & D Law(Delhi),his practice areas include Corporate Law, IPR and Taxation Law .

AFT (autotrophic farming technique), APT (autotrophic purification technique)

http://www.vetiver.org/g/soil_erosion.htm

 

I think aquatic plants such as reed and water hyacinth can be used to purify wastewaters, but the effect is not so much. In APT, what we can do is just to spray or put appropriate amount of Colchong to the pond. Little or no stream will be OK. And if you want to reduce organic matters in the pond, add Solchong. This is what we have to do to purify water naturally.       Thank you for asking questions about AFT and APT.   Let me introduce myself. I graduated from the Seoul National University and got a B.S. and an M.S. in Korea. In the United State of America, I got a Ph. D. in the Dept. of Crop Science, NCSU and worked at Plant Science Research, USDA, Raleigh NC. After coming back to my country, I worked at Sun Moon University as a professor for 7 years and changed my business after that.   The nature made me change my business. Think about the nature! There are many mysterious phenomena in the nature. These phenomena made me develop new techniques, AFT and APT.   There are natural phenomena related to AFT (autotrophic farming technique) and they made me develop AFT, natural recycling technique of organic wastes. They are as follows :   1. Trees and grasses grow well in the mountains and fields without fertilizers and pesticides and in addition without diseases. 2. Trees and grasses grow fast after raining. 3. There are trees growing well at one place for several hundred years without fertilization.   AFT is an autotrophic farming technique where autotrophic soils and autotrophic microorganisms (cyanobacteria and purple bacteria) are used to cultivate crops, vegetables, fruits, trees and lawn without agricultural chemicals. Autotrophic soils are made from raw livestock manures (pig, chicken, cow, duck and so on), humanures and food wastes just in 30 minutes and used for cultivating crop plants. They change contaminated soils due to chemical fertilizers, pesticides and herbicides into biological soils where autotrophic microorganisms bloom.   Autotrophic microorganisms such as cyanobacteria and purple bacteria are cultured artificially and are used as biofertilizers to promote plant growth and to prevent pathogen.   Also there are natural phenomena related to APT (autotrophic purification technique) and they made me develop APT, natural odor and wastewater purifying technique. They are as follows :   1. In the nature, there is no aerobic treatment to purify wastewater. 2. In the nature, there is just slow flow of water. 3. There are a red tide in a polluted sea and an algal bloom in a contaminated river. Are they re-contamination or beginning of natural purification?   APT is an autotrophic purification technique where autotrophic organisms (SU bacteria, YH bacteria and BY bacteria groups) are used to eliminate bad odors (ammonia and hydrogen sulfide etc.), nitrogen, phosphorus (excess uptake or insolubility) and perhaps other heavy medals (insolubility). In addition many kinds of organic matters in humanures, livestock manures, food wastes, sewage and so on are naturally and easily eliminated in wastewater. What we need to purify wastewater and to reduce their organic matters is a tank with a slow-speed mixer (for example, a biogas tank) and a natural settling tank (for example, a septic tank without aeration). Colchong (autotrophic organisms solution) and Solchong (special natural materials) are used to purify wastewater and to reduce organic matters. Humanures, livestock manures and food wastes circulate in a tank with a slow-speed mixer for 6-8 days and their odors are almost completely reduced. Subsequently they will stay in a natural settling tank for 2-3 days, their organic parts will be naturally removed, stabilized and sanitarily settled (precipitated) down the bottom and their liquid parts will be continuously discharged to rivers. The effluent will be below BOD 5-7 ppm. Sewage is discharged in a day.   Now I am working for my company REBIO Co., Ltd. as a representative. Two years ago, I started my business with the new techniques, AFT and APT. As you may expect, this technique is very simple and the facilities and the cost are very cheap. In order to compare my techniques to the most competitive techniques in the world, I have visited many internet sites like yours. Now I am translating my homepage written in korean language into English. It will take a few weeks. I am sending my presentation materials (AFT and APT are added) written in English to you. If you have an interest and questions in my techniques, feel free to contact me. Thank you.   Moohee Yang/Ph. D.

 

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MBBR (moving bed biofilm reactor ) wastewater treatment

 

 

 

 

An introduction to MBBR (moving bed biofilm reactor )/ FM Reactor/ FAB Reactor wastewater treatment

When communities of microorganisms grow on surfaces, they are called biofilms. Microorganisms in a biofilm wastewater treatment process are more resilient to process disturbances compared to other types of biological treatment processes.  Thus, biofilm wastewater treatment technologies can be considerably more robust especially when compared to conventional technologies like activated suldge process..

In the MBBR biofilm technology the biofilm grows protected within engineered plastic carriers, which are carefully designed with high internal surface area. These biofilm carriers are suspended and thoroughly mixed throughout the water phase. With this technology it is possible to handle extremely high loading conditions without any problems of clogging, and treat industrial and municipal wastewater on a relatively small footprint.

PHOTO OF MOVING MEDIA (BIO CARRIERS)

System description

The MBBR™ biofilm technology is based on specially designed plastic biofilm carriers or biocarriers that are suspended and in continuous movement within a tank or reactor of specified volume. The design of associated aerators, grids, sieves, spray nozzles and other integral parts to the reactor is also of great importance in making up the system as a whole .

The industrial and municipal wastewater is led to the MBBR™ treatment reactor where biofilm, growing within the internal structures of the biocarriers, degrade the pollutants.  These pollutants that need to be removed in order to treat the wastewater are food or substrate for growth of the biofilm.  The biocarrier design is critical due to requirements for good mass transfer of substrate and oxygen to the microorganisms  .  Excess biofilm sloughs off the biocarrier in a natural way .

An aeration grid located at the bottom of the reactor supplies oxygen to the biofilm along with the mixing energy required to keep the biocarriers suspended and completely mix within the reactor.

Treated water flows from reactor through a grid or a sieve, which retains the MBBR™ biocarriers in the reactor. Depending on the wastewater, the reactors are may be equipped with special spray nozzles that prevent excessive foam formation.