Legal Question in Business Law in India

A resolution duly adopted in accordance with the procedure set forth in the LLP agreement a little over a year ago, by both of the designated partners (A & B) of an LLP. Where, as per the LLP agreement, a decision taken in a meeting is binding on the LLP.

Moreover, a few of the items successfully executed as resolved as per said resolution even after the actual time of execution scheduled, but most of which are not, or yet to be executed even after its original scheduled time. Naturally, it expected to furnish a status report on said resolution so that the remaining items re-planned or executed in later occasions.

Recently one of said designated partners (B) became negligent to perform his duties in the normal course of said LLPs business as per said resolution and/or the LLP agreement. His indifference in said resolution violates or tends to violate LLPs agreement. The other designated partner (A) tried to resolve such disputes with the designated partner (B) but failed, tried mediation with the intervention of a third party, no success. Last 6 months said designated partner (B) ignored to attend scheduled meetings or to reply a notice by the designated partner (A) sent to (B) on behalf of the LLP. However, (B) remains indifferent.

Finalization of the LLP accounting and the dates of fulfilling relevant statutory compliances are approaching soon and it has become almost impossible to perform all of these performances by only one of designated partners (A). Time, money and all development effort performed by (A) in said LLP going to wasted if (B) still remains indifferent.

Therefore, the question is how and where said designated partner (A) shall approach so that he can enforce said LLP agreement, indemnify said LLP, also gets appropriate remedy against said indifferences of (B) - who binds the LLP out of his negligent act. Besides that, the designated partner (A) going to suffer relevant losses those he invested in the LLP in the form of various performances and/or financial investments if, at last, said LLP could not run successfully due to said whimsical attitude of said designated partner (B).

Please advice.

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