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INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY
RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 20161
[AMENDED UPTO 20.07.2023]
IBBI/2016-17/GN/REG004. - In exercise of the powers conferred under sections 5, 7, 9, 14, 15,
17, 18, 21, 24, 25, 29, 30, 196 and 208 read with section 240 of the Insolvency and Bankruptcy
Code, 2016 (31 of 2016), the Insolvency and Bankruptcy Board of India hereby makes the
following Regulations, namely-
CHAPTER I
PRELIMINARY
1.
Short title and commencement.
(1)
These Regulations may be called the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016.
(2)
These Regulations shall come into force on 1st December, 2016.
(3)
These Regulations shall apply to the corporate insolvency resolution process.
2.
Definitions.
(1)
In these Regulations, unless the context otherwise requires-
(a)
“applicant” means the person(s) filing an application under sections 7, 9 or 10, as
the case may be;
2[(aa) “class of creditors” means a class with at least ten financial creditors under clause (b)
of sub-section (6A) of section 21 and the expression, “creditors in a class” shall be
construed accordingly.]
(b)
“Code” means the Insolvency and Bankruptcy Code, 2016;
(c)
“Code of Conduct” means the code of conduct for insolvency professionals as set
out in the Insolvency and Bankruptcy Board of India (Insolvency Professionals)
Regulations, 2016;
(d)
“committee” means a committee of creditors established under section 21;
1Vide Notification No. IBBI/2016-17/GN/REG004, dated 30th November, 2016, published in the Gazette of India,
Extraordinary, Part III, Sec.4, vide No. 432, dated 30th November, 2016 (w.e.f. 01-12-2016).
2Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
2
(e)
“corporate insolvency resolution process” means the insolvency resolution process
for corporate persons under Chapter II of Part II of the Code;
(f)
3[***]
(g)
“electronic form” shall have the meaning assigned to it in the Information
Technology Act, 2000 (21 of 2000);
(h)
“electronic means” mean an authorized and secured computer programme which is
capable of producing confirmation of sending communication to the participant
entitled to receive such communication at the last electronic mail address provided
by such participant and keeping record of such communication.
4[“(ha) “evaluation matrix” means such parameters to be applied and the manner of
applying such parameters, as approved by the committee, for consideration of
resolution plans for its approval;
(hb)“fair value” means the estimated realizable value of the assets of the corporate
debtor, if they were to be exchanged on the insolvency commencement date
between a willing buyer and a willing seller in an arm’s length transaction, after
proper marketing and where the parties had acted knowledgeably, prudently and
without compulsion.]
(i)
“identification number” means the Limited Liability Partnership Identification
Number or the Corporate Identity Number, as the case may be;
(j)
“insolvency professional entity” means an entity recognised as such under the
Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations,
2016;
(k) 5[“liquidation value” means the estimated realizable value of the assets of the corporate
debtor, if the corporate debtor were to be liquidated on the insolvency commencement
date.]
(l)
“participant” means a person entitled to attend a meeting of the committee under
section 24 or any other person authorised by the committee to attend the meeting;
3Omitted by Notification No. IBBI/2018-19/GN/REG032, dated 5th October, 2018 (w.e.f. 05.10.2018). Prior to
omission, clause (f) stood as under:-
“dissenting financial creditor” means a financial creditor who voted against the resolution plan or abstained from
voting for the resolution plan, approved by the committee;”
4Inserted by Notification No. IBBI/2017-18/GN/REG024, dated 6th February, 2018 (w.e.f. 06-02-2018).
5Substituted by Notification no. IBBI/2017-18/GN/REG024, dated 6th February, 2018 (w.e.f. 06-02-2018). Clause (k),
before substitution, stood as under: -
“2(k) “liquidation value” means the amount determined in accordance with Regulation 35;”
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(m)
“registered valuer” means a person registered as such in accordance with the
Companies Act, 2013(18 of 2013) and rules made thereunder;
(n)
“6[Schedule-I ]” means the 7[Schedule-I ]to these Regulations;
(o)
“section” means section of the Code;
(p)
“video conferencing or other audio and visual means” means such audio and visual
facility which enables the participants in a meeting to communicate concurrently
with one another and to participate effectively in the meeting.
(2)
Unless the context otherwise requires, words and expressions used and not defined in these
Regulations, but defined in the Code, shall have the meanings assigned to them in the Code.
8[2A. Record or evidence of default by financial creditor.
For the purposes of clause (a) of sub-section (3) of section 7 of the Code, the financial creditor
may furnish any of the following record or evidence of default, namely:-
(a) certified copy of entries in the relevant account in the bankers’ book as defined in clause (3) of
section 2 of the Bankers’ Books Evidence Act, 1891 (18 of 1891);
(b)an order of a court or tribunal that has adjudicated upon the non-payment of a debt, where the
period of appeal against such order has expired.]
9[2B. Record or evidence of transaction, debt and default by operational creditor.
The operational creditor shall, alongwith application under section 9, furnish copies of relevant
extracts of Form GSTR-1 and Form GSTR-3B filed under the provisions of the relevant laws
relating to Goods and Services Tax and the copy of e-way bill wherever applicable:
Provided that provisions of this regulation shall not apply to those operational creditors
who do not require registration and to those goods and services which are not covered under any
law relating to Goods and Services Tax.
6 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
7 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
8Inserted by Notification No. IBBI/2020-21/GN/REG066, dated 13th November, 2020 (w.e.f. 13-11-2020).
9 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
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2C. Submission of information along with application.
The financial creditor or operational creditor shall, while filing application under section 7 or 9, as
the case may be, also furnish details of his/ its—
(a) Permanent Account Number; and
(b) Email-ID.]
CHAPTER II
GENERAL
3.
Eligibility for resolution professional.
(1)
An insolvency professional shall be eligible to be appointed as 10[an interim resolution
professional or a resolution professional, as the case may be,] for a corporate insolvency
resolution process of a corporate debtor if he, and all partners and directors of the
insolvency professional entity of which he is a partner or director, are independent of the
corporate debtor.
Explanation– A person shall be considered independent of the corporate debtor, if he:
(a)
is eligible to be appointed as an independent director on the board of the corporate
debtor under section 149 of the Companies Act, 2013 (18 of 2013), where the
corporate debtor is a company;
(b)
is not a related party of the corporate debtor; or
(c)
is not an employee or proprietor or a partner:
(i)
of a firm of auditors or 11[secretarial auditors] in practice or cost auditors of
the corporate debtor; or
(ii)
of a legal or a consulting firm, that has or had any transaction with the
corporate debtor amounting to 12[five per cent] or more of the gross turnover
of such firm,
in the last three financial years.
10 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“a resolution professional”.
11Substituted by Notification No. IBBI/2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f.01-04-2018).
Regulation 3 (1) (c) (i), before substitution, stood as under:
“(i) of a firm of auditors or company secretaries in practice or cost auditors of the corporate debtor; or”.
12Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution, the words stood as under:
“ten per cent”
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13[(1A) Where the committee decides to appoint the interim resolution professional as resolution
professional or replace the interim resolution professional under section 22 or replace the
resolution professional under section 27, it shall obtain the written consent of the proposed
resolution professional in Form AA of the14[Schedule-I ].]
(2)
15[An interim resolution professional or a resolution professional, as the case may be,] shall
make disclosures at the time of his appointment and thereafter in accordance with the Code
of Conduct.
16[(3) An interim resolution professional or a resolution professional, who is a director or a partner
of an insolvency professional entity, shall not continue as the interim resolution professional or
resolution professional, as the case may be, in a corporate insolvency resolution process, if the
insolvency professional entity or any other partner or director of such insolvency professional
entity represents any other stakeholder in that corporate insolvency resolution process.]
4.
Access to books.
(1)
Without prejudice to section 17(2)(d), the 17[interim resolution professional or the
resolution professional, as the case may be,]may access the books of account, records and
other relevant documents and information, to the extent relevant for discharging his duties
under the Code, of the corporate debtor held with-
(a)
depositories of securities;
(b)
professional advisors of the corporate debtor;
(c)
information utilities;
13Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
14 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
15 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“a resolution professional”.
16 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Regulation
3 (3), before substitution, stood as under:
“(3) A resolution professional, who is a director or a partner of an insolvency professional entity, shall not continue
as a resolution professional in a corporate insolvency resolution process if the insolvency professional entity or any
other partner or director of such insolvency professional entity represents any of the other stakeholders in the same
corporate insolvency resolution process.”
17 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“interim resolution professional”.
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(d)
other registries that records the ownership of assets;
(e)
members, promoters, partners, board of directors and joint venture partners of the
corporate debtor; and
(f)
contractual counterparties of the corporate debtor.
18[(2) The personnel of the corporate debtor, its promoters or any other person associated with
the management of the corporate debtor shall provide the information within such time and
in such format as sought by the interim resolution professional or the resolution
professional, as the case may be.
(3)
The creditor shall provide to the interim resolution professional or resolution professional,
as the case may be, the information in respect of assets and liabilities of the corporate debtor
from the last valuation report, stock statement, receivables statement, inspection reports of
properties, audit report, stock audit report, title search report, technical officers report, bank
account statement and such other information which shall assist the interim resolution
professional or the resolution professional in preparing the information memorandum,
getting valuation determined and in conducting the corporate insolvency resolution
process.]
19[4A. Choice of authorised representative
(1)On an examination of books of account and other relevant records of the corporate debtor,
the interim resolution professional shall as certain class(s) of creditors, if any.
(2) For representation of creditors in a class ascertained under sub-regulation (1) in the
committee, the interim resolution professional shall identify three insolvency
professionals who are-
(a) not his relatives or related parties;
20[(aa) having their addresses, as registered with the Board, in the State or Union
Territory, as the case may be, which has the highest number of creditors in the
class as per their addresses in the records of the corporate debtor:
Provided that where such State or Union Territory does not have adequate
number of insolvency professionals, the insolvency professionals having
addresses in a nearby State or Union Territory, as the case may be, shall be
considered;]
18 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
19Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
20Inserted by Notification No. IBBI/2020-21/GN/REG064, dated 7rd August, 2020 (w.e.f. 07-08-2020).
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(b) eligible to be 21[resolution professional] under regulation 3;and
(c) willing to act as authorised representative of creditors in the class.
(3) The interim resolution professional shall obtain the consent of each insolvency
professional identified under sub-regulation (2) to act as the authorised representative
of creditors in the class in Form AB of the22[Schedule-I ].]
23[4B. Disclosure of change in name and address of corporate debtor.
Where a corporate debtor has changed its name or registered office address during the period
of two years preceding the insolvency commencement date, the interim resolution
professional or resolution professional, as the case may be, shall disclose all the former
name(s) and registered office address(es) so changed along with the current name and
registered office address in every communication, record, proceeding or any other document.]
24[4C. Process e-mail.
(1) The interim resolution professional shall open an email account and use it for all
correspondences with stakeholders and in the event of his replacement by a resolution
professional, shall handover the credentials of the email to him.
(2) The resolution professional shall, in case of his replacement with another resolution
professional or a liquidator, hand over the credentials of the email to the other resolution
professional or the liquidator, as the case may be.]
5.
Extortionate credit transaction.
A transaction shall be considered extortionate under section 50(2) where the terms:
(1)
require the corporate debtor to make exorbitant payments in respect of the credit provided;
or
(2)
are unconscionable under the principles of law relating to contracts.
21 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“insolvency professionals”.
22 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
23 Inserted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021)
24 Inserted by Notification No. No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16.09-2022)
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CHAPTER III
PUBLIC ANNOUNCEMENT
6.
Public announcement.
(1)
An insolvency professional shall make a public announcement immediately on his
appointment as an interim resolution professional.
Explanation: ‘Immediately’ means not later than three days from the date of his
appointment.
(2)
The public announcement referred to in sub-regulation (1) shall:
(a)
be in Form A of the25[Schedule-I ];
(b)
be published-
(i)
in one English and one regional language newspaper with wide circulation
at the location of the registered office and principal office, if any, of the
corporate debtor and any other location where in the opinion of the interim
resolution professional, the corporate debtor conducts material business
operations;
(ii)
on the website, if any, of the corporate debtor; and
(iii)
on the website, if any, designated by the Board for the purpose,
26[(ba) state where claim forms can be downloaded or obtained from, as the case may be;
(bb) offer choice of three insolvency professionals identified under regulation 4A to act as
the authorised representative of creditors in each class; and]
(c)
provide the last date for submission of proofs of claim, which shall be fourteen days
from the date of appointment of the interim resolution professional.
(3)
The applicant shall bear the expenses of the public announcement which may be
reimbursed by the committee to the extent it ratifies them.
25 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
26Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
9
27[***]
28[6A. Communication to creditors.
The interim resolution professional shall send a communication along with a copy of public
announcement made under regulation 6, to all the creditors as per the last available books of
accounts of the corporate debtor through post or electronic means wherever the information
for communication is available.
Provided that where it is not possible to send a communication to creditors, the public
announcement made under regulation 6 shall be deemed to be the communicated to such
creditors.]
CHAPTER IV
PROOF OF CLAIMS
7.
Claims by operational creditors.
(1)
A person claiming to be an operational creditor, other than workman or employee of the
corporate debtor, shall 29[submit claim with proof] to the interim resolution professional in
person, by post or by electronic means in Form B of the30[Schedule-I ]:
Provided that such person may submit supplementary documents or clarifications in
support of the claim before the constitution of the committee.
(2)
The existence of debt due to the operational creditor under this Regulation may be proved
on the basis of-
(a)
the records available with an information utility, if any; or
(b)
other relevant documents, including -
(i)
a contract for the supply of goods and services with corporate debtor;
(ii)
an invoice demanding payment for the goods and services supplied to the
corporate debtor;
27Omitted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
28 Inserted by Notification No. No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16.09-2022)
29Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“submit proof of claim”.
30Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
10
(iii)
an order of a court or tribunal that has adjudicated upon the non-payment of
a debt, if any; or
(iv)
financial accounts.
31[(v) copies of relevant extracts of Form GSTR-1 and Form GSTR-3B filed under
the provisions of the relevant laws relating to Goods and Services Tax and
the copy of e-way bill wherever applicable:
Provided that provisions of this sub-clause shall not apply to those creditors
who do not require registration and to those goods and services which are not
covered under any law relating to Goods and Services Tax.]
8.
Claims by financial creditors.
(1)
A person claiming to be a 32[financial creditor, other than a financial creditor belonging to
a class of creditors, shall submit claim with proof] to the interim resolution professional in
electronic form in Form C of the[Schedule-I ]:
Provided that such person may submit supplementary documents or clarifications in
support of the claim before the constitution of the committee.
(2)
The existence of debt due to the financial creditor may be proved on the basis of -
(a)
the records available with an information utility, if any; or
(b)
other relevant documents, including -
(i)
a financial contract supported by financial statements as evidence of the debt;
(ii)
a record evidencing that the amounts committed by the financial creditor to
the corporate debtor under a facility has been drawn by the corporate debtor;
(iii)
financial statements showing that the debt has not been 33[paid]; or
(iv)
an order of a court or tribunal that has adjudicated upon the non-payment of
a debt, if any.
31 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
32Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as-
“financial creditor of the corporate debtor shall submit proof of claim”.
33Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“repaid”.
11
34[8A. Claims by creditors in a class.
(1) A person claiming to be a creditor in a class shall submit claim with proof to the interim
resolution professional in electronic form in Form CA of the 35[Schedule-I]
(2) The existence of debt due to a creditor in a class may be proved on the basis of-
(a) the records available with an information utility, if any; or
(b) other relevant documents, including any-
(i) agreement for sale;
(ii) letter of allotment;
(iii) receipt of payment made; or
(iv) such other document, evidencing existence of debt.
(3) A creditor in a class may indicate its choice of an insolvency professional, from
amongst the three choices provided by the interim resolution professional in the public
announcement, to act as its authorised representative.]
9. Claims by workmen and employees.
(1)
A person claiming to be a workman or an employee of the corporate debtor shall submit
36[claim with proof] to the interim resolution professional in person, by post or by
electronic means in Form D of the37[Schedule-I ]:
Provided that such person may submit supplementary documents or clarifications in
support of the claim, on his own or if required by the interim resolution professional, before
the constitution of the committee.
34Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
35 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
36Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“proof of claim”.
37 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
12
(2)
Where there are dues to numerous workmen or employees of the corporate debtor, an
authorised representative may submit one 38[claim with proof] for all such dues on their
behalf in Form E of the39[Schedule-I ].
(3)
The existence of dues to workmen or employees may be proved by them, individually or
collectively on the basis of -
(a)
records available with an information utility, if any; or
(b)
other relevant documents, including -
(i)
a proof of employment such as contract of employment for the period for
which such workman or employee is claiming dues;
(ii)
evidence of notice demanding payment of unpaid dues and any
documentary or other proof that payment has not been made; or
(iii)
an order of a court or tribunal that has adjudicated upon the non-payment of
a dues, if any.
38Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“proof of claim”.
39 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
13
40[9A. Claims by other creditors.
(1) A person claiming to be a creditor, other than those covered under 41[regulation 7, 8, 8A or
9], shall submit 42[its claim with proof] to the interim resolution professional or resolution
professional in person, by post or by electronic means in Form F of the43[Schedule-I ].
(2) The existence of the claim of the creditor referred to in sub-section (1) may be proved on
the basis of –
(a) the records available in an information utility, if any, or
(b) other relevant documents sufficient to establish the claim, including any or all of the
following:-
(i)
documentary evidence demanding satisfaction of the claim;
(ii)
bank statements of the creditor showing non-satisfaction of claim;
(iii)
an order of court or tribunal that has adjudicated upon non-satisfaction of claim, if
any.]
10.
Substantiation of claims.
The interim resolution professional or the resolution professional, as the case may be, may call for
such other evidence or clarification as he deems fit from a creditor for substantiating the whole or
part of its claim.
11.
Cost of proof.
A creditor shall bear the cost of proving the debt due to such creditor.
12.
Submission of proof of claims.
40Inserted by Notification No. IBBI/2017-18/ GN/ REG013, dated 16th August, 2017, (w.e.f. 16-8-2017).
41 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“regulation 7, 8 or 9”.
42Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“proof of claim”.
43 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
14
(1)
Subject to sub-regulation (2), a creditor shall submit 44[claim with proof] on or before the
last date mentioned in the public announcement.
45[(2) A creditor, who fails to submit claim with proof within the time stipulated in the public
announcement, may submit the claim with proof to the interim resolution professional or
the resolution professional, as the case may be, on or before the ninetieth day of the
insolvency commencement date.]
(3) Where the creditor in sub-regulation (2) is 46[a financial creditor under regulation 8], it
shall be included in the committee from the date of admission of such claim:
Provided that such inclusion shall not affect the validity of any decision taken by the
committee prior to such inclusion.
47[12A. Updation of claim.
A creditor shall update its claim as and when the claim is satisfied, partly or fully, from
any source in any manner, after the insolvency commencement date.]
13.
Verification of claims.
(1)
The interim resolution professional or the resolution professional, as the case may be, shall
verify every claim, as on the insolvency commencement date, within seven days from the
last date of the receipt of the claims, and thereupon maintain a list of creditors containing
names of creditors along with the amount claimed by them, the amount of their claims
admitted and the security interest, if any, in respect of such claims, and update it.
(2)
The list of creditors shall be –
(a)
available for inspection by the persons who submitted proofs of claim;
(b)
available for inspection by members, partners, directors and guarantors of the
corporate debtor 48[or their authorised representatives];
44Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“proof of claim”.
45Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub
regulation (2) of regulation 12, before substitution stood as-
“A creditor, who failed to submit proof of claim within the time stipulated in the public announcement, may submit
such proof to the interim resolution professional or the resolution professional, as the case may be, till the approval
of a resolution plan by the committee.”
46Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
substitution the words stood as –
“a financial creditor”.
47Inserted by Notification No. IBBI/2020-21/GN/REG070, dated 15thMarch, 2021 (w.e.f. 15-03-2021).
48 Inserted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021).
15
(c)
displayed on the website, if any, of the corporate debtor;
49[(ca) filed on the electronic platform of the Board for dissemination on its website:
Provided that this clause shall apply to every corporate insolvency resolution
process ongoing and commencing on or after the date of commencement of the
Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) (Fifth Amendment) Regulations, 2020;]
(d)
filed with the Adjudicating Authority; and
(e)
presented at the first meeting of the committee.
14.
Determination of amount of claim.
(1)
Where the amount claimed by a creditor is not precise due to any contingency or other
reason, the interim resolution professional or the resolution professional, as the case may
be, shall make the best estimate of the amount of the claim based on the information
available with him.
(2)
The interim resolution professional or the resolution professional, as the case may be, shall
revise the amounts of claims admitted, including the estimates of claims made under sub-
regulation (1),as soon as may be practicable, when he comes across additional information
warranting such revision.
15.
Debt in foreign currency.
The claims denominated in foreign currency shall be valued in Indian currency at the official
exchange rate as on the insolvency commencement date.
Explanation - “official exchange rate” is the reference rate published by the Reserve Bank of India
or derived from such reference rates.
CHAPTER V
COMMITTEE OF CREDITORS
16.
Committee with only operational creditors.
(1)
Where the corporate debtor has no financial debt or where all financial creditors are related
parties of the corporate debtor, the committee shall be set up in accordance with this
Regulation.
(2)
The committee formed under this Regulation shall consist of members as under -
49Inserted by Notification No. IBBI/2020-21/GN/REG066, dated 13th November, 2020 (w.e.f. 13-11-2020).
16
(a)
eighteen largest operational creditors by value:
Provided that if the number of operational creditors is less than eighteen, the
committee shall include all such operational creditors;
(b)
one representative elected by all workmen other than those workmen included
under sub-clause (a); and
(c)
one representative elected by all employees other than those employees included
under sub-clause (a).
(3)
A member of the committee formed under this Regulation shall have voting rights in
proportion of the debt due to such creditor or debt represented by such representative, as
the case may be, to the total debt.
Explanation – For the purposes of this sub-regulation, ‘total debt’ is the sum of-
(a)
the amount of debt due to the creditors listed in sub-regulation 2(a);
(b)
the amount of the aggregate debt due to workmen under sub-regulation 2(b); and
(c)
the amount of the aggregate debt due to employees under sub-regulation 2(c).
(4)
A committee formed under this Regulation and its members shall have the same rights,
powers, duties and obligations as a committee comprising financial creditors and its
members, as the case may be.
50[16A. Authorised representative.
(1) The interim resolution professional shall select the insolvency professional, who is the
choice of the highest number of financial creditors in the class in Form CA received under
sub-regulation (1) of regulation 12, to act as the authorised representative of the creditors
of the respective class:
Provided that the choice for an insolvency professional to act as authorised representative
in Form CA received under sub-regulation (2) of regulation 12 shall not be considered.
(2) The interim resolution professional shall apply to the Adjudicating Authority for
appointment of the authorised representatives selected under sub-regulation (1) within two
days of the verification of claims received under sub-regulation (1) of regulation 12.
(3) Any delay in appointment of the authorised representative for any class of creditors shall
not affect the validity of any decision taken by the committee.
50Inserted by Notification No. IBBI/2018-19/ GN/ REG031, dated 3rd July, 2018 (w.e.f. 04.07.2018).
17
(4) The interim resolution professional shall provide the list of creditors in each class to the
respective authorised representative appointed by the Adjudicating Authority.
(5) The interim resolution professional or the resolution professional, as the case may be, shall
provide an updated list of creditors in each class to the respective authorised representative
as and when the list is updated.
Clarification: The authorised representative shall have no role in receipt or verification of
claims of creditors of the class he represents.
(6) The interim resolution professional or the resolution professional, as the case may be, shall
provide electronic means of communication between the authorised representative and the
creditors in the class.
(7) The voting share of a creditor in a class shall be in proportion to the financial debt which
includes an interest at the rate of eight per cent per annum unless a different rate has been
agreed to between the parties.
(8) The authorised representative of creditors in a class shall be entitled to receive fee for
every meeting of the committee attended by him in the following manner, namely: -
Number of creditors in the class
Fee per meeting of the committee (Rs.)
10-100
15,000
101-1000
20,000
More than 1000
25,000
51[(9) The authorised representative shall circulate the agenda to creditors in a class, and
may seek their preliminary views on any item in the agenda to enable him to effectively
participate in the meeting of the committee:
Provided that creditors shall have a time window of at least twelve hours to submit
their preliminary views, and the said window opens at least twenty-four hours after the
authorised representative seeks preliminary views:
Provided further that such preliminary views shall not be considered as voting
instructions by the creditors.]
16B. Committee with only creditors in a class.
Where the corporate debtor has only creditors in a class and no other financial creditor eligible to
join the committee, the committee shall consist of only the authorised representative(s).]
51Substituted by Notification No. IBBI/2020-21/GN/REG064, dated 7th August, 2020 (w.e.f. 07-08-2020). Before
substitution it stood as-
“(9) The authorised representative shall circulate the agenda to creditors in a class and announce the voting window
at least twenty-four hours before the window opens for voting instructions and keep the voting window open for at
least twelve hours.”
18
17.
52[Constitution of committee.
(1) The interim resolution professional shall file a report certifying constitution of the
committee to the Adjudicating Authority within two days of the verification of claims
received under sub-regulation (1) of regulation 12.
53[(1A) The committee and members of the committee shall discharge functions and exercise
powers under the Code and these regulations in respect of corporate insolvency
resolution process in compliance with the guidelines as may be issued by the Board.]
(2) The interim resolution professional shall hold the first meeting of the committee within
seven days of filing the report under this regulation.
(3) Where the appointment of resolution professional is delayed, the interim resolution
professional shall perform the functions of the resolution professional from the fortieth
day of the insolvency commencement date till a resolution professional is appointed
under section 22.]
CHAPTER VI
MEETINGS OF THE COMMITTEE
54[
18.
Meetings of the committee.
(1) A resolution professional may convene a meeting of the committee as and when he
considers necessary.
(2) A resolution professional may convene a meeting, if he considers it necessary, on a
request received from members of the committee and shall convene a meeting if the
same is made by members of the committee representing at least thirty three per cent of
the voting rights.
52Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). regulation
17, before substitution stood as-
“17. First meeting of the committee.
(1) The interim resolution professional shall file a report certifying constitution of the committee to the
Adjudicating Authority on or before the expiry of thirty days from the date of his appointment.
(2) The interim resolution professional shall convene the first meeting of the committee within seven days
of filing the report under this Regulation.”.
53 Inserted by Notification No. IBBI/2021-22/GN/REG078, dated 30th September, 2021 (w.e.f. 30-09-2021).
54 Substituted by Notification No. IBBI/2021-22/GN/REG080, dated 9th February, 2022 (w.e.f. 09-02-2022). Before
substitution, it stood as: -
“18. Meetings of the committee A resolution professional may convene a meeting of the committee as and
when he considers necessary, and shall convene a meeting if a request to that effect is made by members of
the committee representing thirty three per cent of the voting rights.”
19
55[Explanation: For the purposes of sub- regulation (2) it is clarified that meeting (s) may be
convened under this sub-regulation till the resolution plan is approved under sub-section (1)
of section 31 or order for liquidation is passed under section 33 and decide on matters which
do not affect the resolution plan submitted before the Adjudicating Authority.]
(3) A resolution professional may place a proposal received from members of the
committee in a meeting, if he considers it necessary and shall place the proposal if the
same is made by members of the committee representing at least thirty three per cent of
the voting rights.]
19.
56[(1) Subject to this Regulation, a meeting of the committee shall be called by giving not
less than five days’ notice in writing to every participant, at the address it has provided to
57[the interim resolution professional or the resolution professional, as the case may be,]
and such notice may be sent by hand delivery, or by post but in any event, be served on
every participant by electronic means in accordance with Regulation 20.
(2) The committee may reduce the notice period from five days to such other period of not
less than twenty-four hours, as it deems fit:
Provided that the committee may reduce the period to such other period of not less than
forty-eight hours if there is any authorised representative.]
20.
Service of notice by electronic means.
(1)
A notice by electronic means may be sent to the participants through e-mail as a text or as
an attachment to e-mail or as a notification providing electronic link or Uniform Resource
Locator for accessing such notice.
(2)
The subject line in e-mail shall state the name of the corporate debtor, the place, if any, the
time and the date on which the meeting is scheduled.
55 Inserted by Notification No. No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16.09-2022)
56Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). regulation
19, before substitution stood as-
“19. Notice for meetings of the committee.
(1) Subject to this Regulation, a meeting of the committee shall be called by giving not less than seven days’
notice in writing to every participant, at the address it has provided to the resolution professional and such
notice may be sent by hand delivery, or by post but in any event, be served on every participant by electronic
means in accordance with Regulation 20.
(2) The committee may reduce the notice period from seven days to such other period of not less than twenty
four hours, as it deems fit.”
57 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, the words stood as under:
“the resolution professional”
20
(3)
If notice is sent in the form of a non-editable attachment to an e-mail, such attachment shall
be in the Portable Document Format or in a non-editable format together with a 'link or
instructions' for recipient for downloading relevant version of the software.
(4)
When notice or notifications of availability of notice are sent by an e-mail, the resolution
professional shall ensure that it uses a system which produces confirmation of the total
number of recipients e-mailed and a record of each recipient to whom the notice has been
sent and copy of such record and any notices of any failed transmissions and subsequent
re-sending shall be retained as ‘‘proof of sending’’.
(5)
The obligation of the resolution professional shall be satisfied when he transmits the e-mail
and he shall not be held responsible for a failure in transmission beyond its control.
(6)
The notice made available on the electronic link or Uniform Resource Locator shall be
readable, and the recipient should be able to obtain and retain copies and the resolution
professional shall give the complete Uniform Resource Locator or address of the website
and full details of how to access the document or information.
(7)
If a participant, other than a member of the committee, fails to provide or update the
relevant e-mail address to the resolution professional, the non-receipt of such notice by
such participant of any meeting shall not invalidate the decisions taken at such meeting.
21.
Contents of the notice for meeting.
(1)
The notice shall inform the participants of the venue, the time and date of the meeting and
of the option available to them to participate through video conferencing or other audio
and visual means, and shall also provide all the necessary information to enable
participation through video conferencing or other audio and visual means.
(2)
The notice of the meeting shall provide that a participant may attend and vote in the meeting
either in person or through an authorised representative:
Provided that such participant shall inform the resolution professional, in advance of the
meeting, of the identity of the authorised representative who will attend and vote at the
meeting on its behalf.
58[(3) The notice of the meeting shall contain the following-
58Substituted by Notification No. IBBI/2018-19/GN/REG032 dated 5th October, 2018 (w.e.f. 05.10.2018). Sub-
regulation (3), prior to the substitution, stood as under:-
“(3) The notice of the meeting shall-
(a)
contain an agenda of the meeting with the following-
(i)
a list of the matters to be discussed at the meeting;
(ii)
a list of the issues to be voted upon at the meeting; and
21
(i) a list of the matters to be discussed at the meeting;
(ii) a list of the issues to be voted upon at the meeting; and
(iii) copies of all documents relevant to the matters to be discussed and the issues
to be voted upon at the meeting.]
(4) The notice of the meeting shall-
(a)
state the process and manner for voting by electronic means and the time schedule,
including the time period during which the votes may be cast:
(b)
provide the login ID and the details of a facility for generating password and for
keeping security and casting of vote in a secure manner; and
(c)
provide contact details of the person who will address the queries connected with
the electronic voting.
22.
Quorum at the meeting.
(1)
A meeting of the committee shall be quorate if members of the committee representing at
least thirty three percent of the voting rights are present either in person or by video
conferencing or other audio and visual means:
Provided that the committee may modify the percentage of voting rights required for
quorum in respect of any future meetings of the committee.
(2)
Where a meeting of the committee could not be held for want of quorum, unless the
committee has previously decided otherwise, the meeting shall automatically stand
adjourned at the same time and place on the next day.
(3)
In the event a meeting of the committee is adjourned in accordance with sub-regulation (2),
the adjourned meeting shall be quorate with the members of the committee attending the
meeting.
23.
Participation through video conferencing.
(1)
The notice convening the meetings of the committee shall provide the participants an
option to attend the meeting through video conferencing or other audio and visual means
in accordance with this Regulation.
(iii)
copies of all documents relevant to the matters to be discussed and the issues to be voted
upon at the meeting; and
(b) state that a vote of the members of the committee shall not be taken at the meeting unless all members
are present at such meeting.”
22
(2)
The resolution professional shall make necessary arrangements to ensure uninterrupted and
clear video or audio and visual connection.
(3)
The resolution professional shall take due and reasonable care-
(a)
to safeguard the integrity of the meeting by ensuring sufficient security and
identification procedures;
(b)
to ensure availability of proper video conferencing or other audio and visual
equipment or facilities for providing transmission of the communications for
effective participation of the participants at the meeting;
(c)
to record proceedings and prepare the minutes of the meeting;
(d)
to store for safekeeping and marking the physical recording(s) or other electronic
recording mechanism as part of the records of the corporate debtor;
(e)
to ensure that no person other than the intended participants attends or has access
to the proceedings of the meeting through video conferencing or other audio and
visual means; and
(f)
to ensure that participants attending the meeting through audio and visual means
are able to hear and see, if applicable, the other participants clearly during the
course of the meeting:
Provided that the persons, who are differently abled, may make request to the
resolution professional to allow a person to accompany him at the meeting.
(4)
Where a meeting is conducted through video conferencing or other audio and visual means,
the scheduled venue of the meeting as set forth in the notice convening the meeting, which
shall be in India, shall be deemed to be the place of the said meeting and all recordings of
the proceedings at the meeting shall be deemed to be made at such place.
24.
Conduct of meeting.
(1)
The resolution professional shall act as the chairperson of the meeting of the committee.
(2)
At the commencement of a meeting, the resolution professional shall take a roll call when
every participant attending through video conferencing or other audio and visual means
shall state, for the record, the following,-
(a)
his name;
(b)
whether he is attending in the capacity of a member of the committee or any other
participant;
23
(c)
whether he is representing a member or group of members;
(d)
the location from where he is participating;
(e)
that he has received the agenda and all the relevant material for the meeting; and
(f)
that no one other than him is attending or has access to the proceedings of the
meeting at the location of that person.
(3)
After the roll call, the resolution professional shall inform the participants of the names of
all persons who are present for the meeting and confirm if the required quorum is complete.
(4)
The resolution professional shall ensure that the required quorum is present throughout the
meeting.
(5)
From the commencement of the meeting till its conclusion, no person other than the
participants and any other person whose presence is required by the resolution professional
shall be allowed access to the place where meeting is held or to the video conferencing or
other audio and visual facility, without the permission of the resolution professional.
(6)
The resolution professional shall ensure that minutes are made in relation to each meeting
of the committee and such minutes shall disclose the particulars of the participants who
attended the meeting in person, through video conferencing, or other audio and visual
means.
(7)
The resolution professional shall circulate the minutes of the meeting to all participants by
electronic means within forty eight hours of the said meeting.
CHAPTER VII
VOTING BY THE COMMITTEE
25.
Voting by the committee.
(1)
The actions listed in section 28(1) shall be considered in meetings of the committee.
(2)
Any action other than those listed in section 28(1)requiring approval of the committee may
be considered in meetings of the committee.
(3)
59[The resolution professional shall take a vote of the members of the committee present in
the meeting, on any item listed for voting after discussion on the same.]
59Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub –
regulation 3, before substitution stood as-
24
(4)
At the conclusion of a vote at the meeting, the resolution professional shall announce the
decision taken on items along with the names of the members of the committee who voted
for or against the decision, or abstained from voting.
60[(5) The resolution professional shall-
(a) circulate the minutes of the meeting by electronic means to all members of the
committee and the authorised representative, if any, within forty-eight hours of the
conclusion of the meeting; and
(b) seek a vote of the members who did not vote at the meeting on the matters listed for
voting, by electronic voting system in accordance with regulation 26 where the voting shall
be kept open for at least twenty-four hours from the circulation of the minutes.
(6) The authorised representative shall circulate the minutes of the meeting received under
sub-regulation (5) to creditors in a class and announce the voting window at least twenty-
four hours before the window opens for voting instructions and keep the voting window
open for at least twelve hours.]
61[25A.Voting by Authorised Representative.
The authorised representative shall cast his vote in respect of each financial creditor or on
behalf of all financial creditors he represents in accordance with the provisions of sub-
section (3) or sub-section (3A) of section 25A, as the case may be.]
26.
Voting through electronic means.
(1)
The resolution professional shall provide each member of the committee the means to
exercise its vote by either electronic means or through electronic voting system in
accordance with the provisions of this Regulation.
Explanation- For the purposes of these Regulations-
“(3) Where all members are present in a meeting, the resolution professional shall take a vote of the members of the
committee on any item listed for voting after discussion on the same.”.
60Substituted by Notification No. IBBI/2019-19/REG032, dated 5th October, 2018 (w.e.f. 05.10.2018). Prior to the
substitution, sub- regulation (5) stood as under:-
“ (5) The resolution professional shall-
(a) circulate the minutes of the meeting by electronic means to all members of the committee within forty-
eight hours of the conclusion of the meeting; and
(b) seek a vote of the members who did not vote at the meeting on the matters listed for voting, by electronic
voting system in accordance with regulation 26 where the voting shall be kept open for twenty-four
hours from the circulation of the minutes, for.”
61Inserted by Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019).
25
(a)
the expressions ‘‘voting by electronic means’’ or ‘‘electronic voting system’’
means a ”secured system” based process of display of electronic ballots, recording
of votes of the members of the committee and the number of votes polled in favour
or against, such that the voting exercised by way of electronic means gets registered
and counted in an electronic registry in a centralized server with adequate cyber
security;
(b)
the expression ‘‘secured system’’ means computer hardware, software, and
procedure that –
(i)
are reasonably secure from unauthorized access and misuse;
(ii)
provide a reasonable level of reliability and correct operation;
(iii)
are reasonably suited to perform the intended functions; and
(iv)
adhere to generally accepted security procedures.
62[***]
(2)
63[***]
(3)
At the end of the voting period, the voting portal shall forthwith be blocked.
(4)
At the conclusion of a vote held under this Regulation, the resolution professional shall
announce and make a written record of the summary of the decision taken on a relevant
agenda item along with the names of the members of the committee who voted for or
against the decision, or abstained from voting.
(5)
The resolution professional shall circulate a copy of the record made under sub-regulation
(4) to all participants by electronic means within twenty four hours of the conclusion of the
voting.
CHAPTER VIII
CONDUCT OF CORPORATE INSOLVENCY RESOLUTION PROCESS
62Omitted by Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019). Prior to
omission, it stood as under:-
“(1A) The authorised representative shall exercise the votes either by electronic means or through electronic voting
system as per the voting instructions received by him from the creditors in the class pursuant to sub-regulation (6) of
regulation 25.”
63Omitted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub –
regulation (2) of regulation 26, before omission stood as-
“(2) Once a vote on a resolution is cast by a member of the committee, such member shall not be allowed to change
it subsequently.”
26
64[
27.
Appointment of Professionals.
(1) The resolution professional shall, within seven days of his appointment but not later than forty-
seventh day from the insolvency commencement date, appoint two registered valuers to determine
the fair value and the liquidation value of the corporate debtor in accordance with regulation 35.
(2) The interim resolution professional or the resolution professional, as the case may be, may
appoint any professional, in addition to registered valuers under sub-regulation (1), to assist him
in discharge of his duties in conduct of the corporate insolvency resolution process, if he is of the
opinion that the services of such professional are required and such services are not available with
the corporate debtor.
(3) The interim resolution professional or the resolution professional, as the case may be, shall
appoint a professional under this regulation on an arm’s length basis following an objective and
transparent process:
Provided that the following persons shall not be appointed, namely: -
(a) a relative of the resolution professional;
(b) a related party of the corporate debtor;
(c) an auditor of the corporate debtor at any time during the period of five years preceding the
insolvency commencement date;
(d) a partner or director of the insolvency professional entity of which the resolution professional
is a partner or director.
(4) The invoice for fee and other expenses incurred by a professional appointed under this
regulation shall be raised in the name of the professional and be paid directly into the bank account
of such professional.]
28.
Transfer of debt due to creditors.
64 Substituted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
substitution, Regulation 27 stood as under:
“27. Appointment of registered valuers. The resolution professional shall within seven days of his appointment, but
not later than forty-seventh day from the insolvency commencement date, appoint two registered valuers to determine
the fair value and the liquidation value of the corporate debtor in accordance with regulation 35:
Provided that the following persons shall not be appointed as registered valuers, namely:
(a) a relative of the resolution professional;
(b) a related party of the corporate debtor;
(c) an auditor of the corporate debtor at any time during the five years preceding the insolvency commencement date;
or
(d) a partner or director of the insolvency professional entity of which the resolution professional is a partner or
director”.
27
(1)
In the event a creditor assigns or transfers the debt due to such creditor to any other person
during the insolvency resolution process period, both parties shall provide the interim
resolution professional or the resolution professional, as the case may be, the terms of such
assignment or transfer and the identity of the assignee or transferee.
(2)
The resolution professional shall notify each participant and the Adjudicating Authority of
any resultant change in the committee within two days of such change.
29.
Sale of assets outside the ordinary course of business.
(1)
The resolution professional may sell unencumbered asset(s) of the corporate debtor, other
than in the ordinary course of business, if he is of the opinion that such a sale is necessary
for a better realisation of value under the facts and circumstances of the case:
Provided that the book value of all assets sold during corporate insolvency resolution
process period in aggregate under this sub-regulation shall not exceed ten percent of the
total claims admitted by the interim resolution professional.
(2)
A sale of assets under this Regulation shall require the 65[approval of the committee by a
vote of sixty-six per cent of voting share of the members].
(3)
A bona fide purchaser of assets sold under this Regulation shall have a free and marketable
title to such assets notwithstanding the terms of the constitutional documents of the
corporate debtor, shareholders’ agreement, joint venture agreement or other document of a
similar nature.
30.
Assistance of local district administration.
The interim resolution professional or the resolution professional, as the case may be, may make
an application to the Adjudicating Authority for an order seeking the assistance of the local district
administration in discharging his duties under the Code or these Regulations.
66[30 A. Withdrawal of application.
65Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). The words
before substitution stood as-
“approval of the committee”.
66Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019). Prior to
substitution, it stood as:
“30A. Withdrawal of application.
(1) An application for withdrawal under section 12A shall be submitted to the interim resolution professional or the
resolution professional, as the case may be, in Form FA of the Schedule before issue of invitation for expression of
interest under regulation 36A.
(2) The application in sub-regulation (1) shall be accompanied by a bank guarantee towards estimated cost incurred
for purposes of clauses (c) and (d) of regulation 31 till the date of application.
28
(1)
An application for withdrawal under section 12A may be made to the Adjudicating
Authority –
(a) before the constitution of the committee, by the applicant through the interim
resolution professional;
(b) after the constitution of the committee, by the applicant through the interim resolution
professional or the resolution professional, as the case may be:
Provided that where the application is made under clause (b) after the issue of invitation
for expression of interest under regulation 36A, the applicant shall state the reasons
justifying withdrawal after issue of such invitation.
(2)
The application under sub-regulation (1) shall be made in Form FA of the 67[Schedule-I
]accompanied by a bank guarantee-
(a) towards estimated expenses incurred on or by the interim resolution professional for
purposes of regulation 33, till the date of filing of the application under clause (a) of sub-
regulation (1); or
(b) towards estimated expenses incurred for purposes of clauses (aa), (ab), (c) and (d) of
regulation 31, till the date of filing of the application under clause (b) of sub-regulation (1).
(3)
Where an application for withdrawal is under clause (a) of sub-regulation (1), the interim
resolution professional shall submit the application to the Adjudicating Authority on behalf
of the applicant, within three days of its receipt.
(4)
Where an application for withdrawal is under clause (b) of sub-regulation (1), the
committee shall consider the application, within seven days of its receipt.
(5)
Where the application referred to in sub-regulation (4) is approved by the committee with
ninety percent voting share, the resolution professional shall submit such application along
with the approval of the committee, to the Adjudicating Authority on behalf of the
applicant, within three days of such approval.
(3) The committee shall consider the application made under sub-regulation (1) within seven days of its constitution
or seven days of receipt of the application, whichever is later.
(4) Where the application is approved by the committee with ninety percent voting share, the resolution professional
shall submit the application under sub-regulation (1) to the Adjudicating Authority on behalf of the applicant, within
three days of such approval.
(5) The Adjudicating Authority may, by order, approve the application submitted under sub-regulation (4).”
67 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
29
(6)
The Adjudicating Authority may, by order, approve the application submitted under sub-
regulation (3) or (5).
(7)
Where the application is approved under sub-regulation (6), the applicant shall deposit an
amount, towards the actual expenses incurred for the purposes referred to in clause (a) or
clause (b) of sub-regulation (2) till the date of approval by the Adjudicating Authority, as
determined by the interim resolution professional or resolution professional, as the case
may be, within three days of such approval, in the bank account of the corporate debtor,
failing which the bank guarantee received under sub-regulation (2) shall be invoked,
without prejudice to any other action permissible against the applicant under the Code.]
CHAPTER IX
INSOLVENCY RESOLUTION PROCESS COSTS
31.
Insolvency resolution process costs.
“Insolvency resolution process costs” under Section 5(13)(e) shall mean-
(a)
amounts due to suppliers of essential goods and services under Regulation 32;
68[(aa) fee payable to authorised representative under 69[sub-regulation (8)] of regulation 16A;
(ab) out of pocket expenses of authorised representative for discharge of his functions under
70[section 25A];]
(b)
amounts due to a person whose rights are prejudicially affected on account of the
moratorium imposed under section 14(1)(d);
71[(ba) fee payable to the Board under regulation 31A;]
(c)
expenses incurred on or by the interim resolution professional to the extent ratified under
Regulation 33;
68Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
69Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019). Prior to
substitution it stood as: “sub-regulation (7)”.
70Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019). Prior to
substitution, it stood as: “section 25”.
71 Inserted by Notification No. IBBI/2022-23/GN/REG096, dated 20th September, 2022 (w.e.f. 01-10-2022).
30
(d)
expenses incurred on or by the resolution professional fixed under Regulation 34; and
(e)
other costs directly relating to the corporate insolvency resolution process and approved by
the committee.
72[31A. Regulatory Fee
(1) A regulatory fee calculated at the rate of 0.25 per cent of the realisable value to creditors
under the resolution plan approved under section 31, shall be payable to the Board, where
such realisable value is more than the liquidation value:
Provided that this sub-regulation shall be applicable where resolution plan is approved
under section 31, on or after 1st October 2022.
73[Explanation: For removal of doubts, it is hereby clarified that the regulatory fee under
this sub-regulation, shall not be payable in cases where the approved resolution plan in
respect of insolvency resolution of a real estate project is from an association or group of
allottees in such real estate project.]
(2) A regulatory fee calculated at the rate of one per cent of the cost being booked in insolvency
resolution process costs in respect of hiring any professional or other services by the
interim resolution professional or resolution professional, as the case may be, for assistance
in a corporate insolvency resolution process, shall be payable to the Board, in the manner
as specified in clause (cb) of sub-regulation (2) of regulation (7) of Insolvency and
Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016.]
32.
Essential supplies.
The essential goods and services referred to in section 14(2) shall mean-
(1)
electricity;
(2)
water;
(3)
telecommunication services; and
(4)
information technology services,
to the extent these are not a direct input to the output produced or supplied by the corporate debtor.
72 Inserted by Notification No. IBBI/2022-23/GN/REG096, dated 20th September, 2022 (w.e.f. 01-10-2022).
73 Inserted by Notification No. IBBI/2023-24/GN/REG102, dated 20th July, 2023.
31
Illustration-Water supplied to a corporate debtor will be essential supplies for drinking and
sanitation purposes, and not for generation of hydro-electricity.
33.
Costs of the interim resolution professional.
(1)
The applicant shall fix the expenses to be incurred on or by the interim resolution
professional.
(2)
The Adjudicating Authority shall fix expenses where the applicant has not fixed expenses
under sub-regulation (1).
(3)
The applicant shall bear the expenses which shall be reimbursed by the committee to the
extent it ratifies.
(4)
The amount of expenses ratified by the committee shall be treated as insolvency resolution
process costs.
74[Explanation. - For the purposes of this regulation, “expenses” include the fee to be paid to the
interim resolution professional, fee to be paid to insolvency professional entity, if any, and fee to
be paid to professionals, if any, and other expenses to be incurred by the interim resolution
professional.]
34.
Resolution professional costs.
The committee shall fix the expenses to be incurred on or by the resolution professional and the
expenses shall constitute insolvency resolution process costs.
75[Explanation. - For the purposes of this regulation, “expenses” include the fee to be paid to the
resolution professional, fee to be paid to insolvency professional entity, if any, and fee to be paid
to professionals, if any, and other expenses to be incurred by the resolution professional.
76[34 A. Disclosure of Costs.
74Substituted by Notification No. IBBI/2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f.01-04-2018). The
explanation to Regulation 33, before substitution, stood as under:
“Explanation- For the purposes of this Regulation, “expenses” mean the fee to be paid to the interim resolution
professional and other expenses, including the cost of engaging professional advisors, to be incurred by the interim
resolution professional.”.
75Substituted by Notification No. IBBI/2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f.01-04-2018). The
explanation to Regulation 34, before substitution, stood as under:
“Explanation- For the purposes of this Regulation, “expenses” mean the fee to be paid to the resolution professional
and other expenses, including the cost of engaging professional advisors, to be incurred by the resolution
professional.”.
76Inserted by Notification No. IBBI/2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f.01-04-2018).
32
The interim resolution professional or the resolution professional, as the case may be, shall disclose
item wise insolvency resolution process costs in such manner as may be required by the Board.]
77[34B. Fee to be paid to interim resolution professional and resolution professional.
(1) The fee of interim resolution professional or resolution professional, under regulation 33
and 34, shall be decided by the applicant or committee in accordance with this regulation.
(2) The fee of the interim resolution professional or the resolution professional, appointed on
or after 1st October 2022, shall not be less than the fee specified in clause 1 for the period
specified in clause 2 of Schedule-II:
Provided that the applicant or the committee may decide to fix higher amount of fee for
the reasons to be recorded, taking into consideration market factors such as size and scale
of business operations of corporate debtor, business sector in which corporate debtor
operates, level of operating economic activity of corporate debtor and complexity related
to process.
(3) After the expiry of period mentioned in clause 2 of Schedule-II, the fee of the interim
resolution professional or resolution professional shall be as decided by the applicant or
committee, as the case may be.
(4) For the resolution plan approved by the committee on or after 1st October 2022, the
committee may decide, in its discretion, to pay performance-linked incentive fee, not
exceeding five crore rupees, in accordance with clause 3 and clause 4 of Schedule-II or may
extend any other performance-linked incentive structure as it deems necessary.
(5) The fee under this regulation may be paid from the funds, available with the corporate debtor,
contributed by the applicant or members of the committee and/or raised by way of interim
finance and shall be included in the insolvency resolution process cost.]
CHAPTER X
RESOLUTION PLAN
35. 78[Fair value and Liquidation value.
77 Inserted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
78Substituted by Notification No. IBBI/2017-18/ GN/ REG024, dated 6th February, 2018 (w.e.f. 06-02-2018). Prior
to this substitution, Regulation 35 stood as under: -
“35. Liquidation value.
(1)
Liquidation value is the estimated realizable value of the assets of the corporate debtor if the corporate debtor
were to be liquidated on the insolvency commencement date.
(2)
Liquidation value shall be determined in the following manner:
33
(1)
Fair value and liquidation value shall be determined in the following manner:-
(a) the two registered valuers appointed under regulation 27 shall submit to the resolution
professional an estimate of the fair value and of the liquidation value computed in
accordance with internationally accepted valuation standards, after physical verification of
the inventory and fixed assets of the corporate debtor;
79[(b) if the two estimates of a value in an asset class are significantly different, or on receipt
of a proposal to appoint a third registered valuer from the committee of creditors, the
resolution professional may appoint a third registered valuer for an asset class for submitting
an estimate of the value computed in the manner provided in clause (a).
Explanation.- For the purpose of clause (b),
(i) “asset class” means the definition provided under the Companies (Registered Valuers and
Valuation) Rules, 2017;
(ii) “significantly different” means a difference of twenty-five per cent. in liquidation value under
an asset class and the same shall be calculated as (L1-L2)/L1, where,
L1= higher valuation of liquidation value
L2= lower valuation of liquidation value.]
(c) the average of the two closest estimates of a value shall be considered the fair value or the
liquidation value, as the case may be.
(a)
the two registered valuers appointed under Regulation 27 shall submit to the interim resolution
professional or the resolution professional, as the case may be, an estimate of the liquidation value
computed in accordance with internationally accepted valuation standards, after physical
verification of the inventory and fixed assets of the corporate debtor;
(b)
if in the opinion of the interim resolution professional or the resolution professional, as the case may
be, the two estimates are significantly different, he may appoint another registered valuer who shall
submit an estimate computed in the same manner; and
(c)
the average of the two closest estimates shall be considered the liquidation value.
(3)
After the receipt of resolution plans in accordance with the Code and these regulations, the resolution
professional shall provide the liquidation value to every member of the committee in electronic form, on
receiving an undertaking from the member to the effect that such member shall maintain confidentiality of
the liquidation value and shall not use such value to cause an undue gain or undue loss to itself or any other
person and comply with the requirements under sub-section (2) of section 29.;
“Subject to sub-regulation (3), the interim resolution professional or the resolution professional, as the case
may be, shall maintain confidentiality of the liquidation value.”.
79 Substituted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022). Prior to this
substitution, it stood as under: “(b) if in the opinion of the resolution professional, the two estimates of a value are
significantly different, he may appoint another registered valuer who shall submit an estimate of the value computed
in the same manner; and”
34
(2) After the receipt of resolution plans in accordance with the Code and these regulations, the
resolution professional shall provide the fair value and the liquidation value to every member
of the committee in electronic form, on receiving an undertaking from the member to the
effect that such member shall maintain confidentiality of the fair value and the liquidation
value and shall not use such values to cause an undue gain or undue loss to itself or any other
person and comply with the requirements under sub-section (2) of section 29:
(3)
The resolution professional and registered valuers shall maintain confidentiality of the fair
value and the liquidation value.”.]
80[35A. Preferential and other transactions.
(1) On or before the seventy-fifth day of the insolvency commencement date, the resolution
professional shall form an opinion whether the corporate debtor has been subjected to any
transaction covered under sections 43, 45, 50 or 66.
(2) Where the resolution profesional is of the opinion that the corporate debtor has been subjected
to any transactions covered under sections 43, 45, 50 or 66, he shall make a determination on
or before the one hundred and fifteenth day of the insolvency commencement date 81[***].
(3) 82[Where the resolution professional makes a determination under sub-regulation (2), he
shall apply to the Adjudicating Authority for appropriate relief on or before the one hundred
and thirtieth day of the insolvency commencement date.]
83[(3A) The resolution professional shall forward a copy of the application to the prospective
resolution applicant to enable him to consider the same while submitting the resolution plan
within the time initially stipulated.]
80Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Regulation
35 A (which was inserted by Notification No. IBBI/2017-18/GN/ REG030, dated 27th March, 2018 (w.e.f.01-04-
2018)), before substitution stood as under –
“35 A. Identification of Resolution Applicant.-
The resolution professional shall identify the prospective resolution applicants on or before the 105th day from the
insolvency commencement date.”
81Omitted by Notification No IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021). Before
omission the words stood as –
“under intimation to the Board”.
82 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022). Sub-
regulation (3) before substitution, stood as -Where the resolution professional makes a determination under sub-
regulation (2), he shall apply to the Adjudicating Authority for appropriate relief on or before the one hundred and
thirty-fifth day of the insolvency commencement date.
83 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
35
84[(4) The creditors shall provide to the resolution professional, relevant extract from the audits
of the corporate debtor, conducted by the creditors such as stock audit, transaction audit,
forensic audit, etc.]
36.
Information memorandum.
(1) 85[(1) Subject to sub-regulation (4), the resolution professional shall submit the information
memorandum in electronic form to each member of the committee 86[on or before the ninety-
fifth day from the insolvency commencement date.]
(2)
87[The information memorandum shall highlight the key selling propositions and contain
all relevant information which serves as a comprehensive document conveying significant
information about the corporate debtor including its operations, financial statements, to the
prospective resolution applicant and shall contain the following details of the corporate
debtor-] -
(a)
88[assets and liabilities 89[including contingent liabilities] with such description, as
on the insolvency commencement date, as are generally necessary for ascertaining
their values.
Explanation: ‘Description’ includes the details such as date of acquisition, cost of
acquisition, remaining useful life, identification number, depreciation charged,
84 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
85 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Regulation
36 (1) before substitution, stood as -
“(1) Subject to sub-regulation (4), the resolution professional shall submit the information memorandum in
electronic form to-
(a) each member of the committee within two weeks of his appointment as resolution
professional; and
(b) to each prospective resolution applicant latest by the date of invitation of resolution
plan under clause (h) of sub-section (2) of section 25of the Code
86 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022). The
words before substitution, stood as: “within two weeks of his appointment, but not later than fifty-fourth day from
the insolvency commencement date, whichever is earlier”.
87 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022). The
words before substitution, stood as: “The information memorandum shall contain the following details of the
corporate debtor”
88Substituted by Notification No. IBBI/2017-18/ GN/ REG024, dated 6th Feb, 2018 (w.e.f. 06.02.2018) for Regulation
36 (2) (a). Prior to this substitution, Regulation 36(2)(a) stood as under: -
“36(2)(a) assets and liabilities, as on the insolvency commencement date, classified into appropriate categories for
easy identification, with estimated values assigned to each category.”.
89 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
36
book value, 90[geographical coordinates of fixed assets] and any other relevant
details.]
(b)
the latest annual financial statements;
(c)
audited financial statements of the corporate debtor for the last two financial years
and provisional financial statements for the current financial year made up to a date
not earlier than fourteen days from the date of the application;
(d)
a list of creditors containing the names of creditors, the amounts claimed by them,
the amount of their claims admitted and the security interest, if any, in respect of
such claims;
(e)
particulars of a debt due from or to the corporate debtor with respect to related
parties;
(f)
details of guarantees that have been given in relation to the debts of the corporate
debtor by other persons, specifying which of the guarantors is a related party;
(g)
the names and addresses of the members or partners holding at least one per cent
stake in the corporate debtor along with the size of stake;
(h)
details of all material litigation and an ongoing investigation or proceeding initiated
by Government and statutory authorities;
(i)
the number of workers and employees and liabilities of the corporate debtor
towards them;
(j)
91[company overview including snapshot of business performance, key contracts,
key investment highlights and other factors which bring out the value as a going
concern over and above the assets of the corporate debtor such as brought forward
losses in the income tax returns, input credit of GST, key employees, key
customers, supply chain linkages, utility connections and other pre-existing
facilities
(k)
Details of business evolution, industry overview and key growth drivers in case of
a corporate debtor having book value of total assets exceeding one hundred crores
rupees as per the last available financial statements]
90 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
91 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
37
(l)
other information, which the resolution professional deems relevant to the
committee.
(3)
A member of the committee may request the resolution professional for further information
of the nature described in this Regulation and the resolution professional shall provide such
information to all members within reasonable time if such information has a bearing on the
resolution plan.
92[(3A) The creditors shall provide to the resolution professional the latest financial statements and
other relevant financial information of the corporate debtor available with them.]
(4)
93[The resolution professional shall share the information memorandum after receiving an
undertaking from a member of the committee 94[***] to the effect that such member or
resolution applicant shall maintain confidentiality of the information and shall not use such
information to cause an undue gain or undue loss to itself or any other person and comply
with the requirements under sub-section (2) of section 29.]
95[36A. Invitation for expression of interest.
92 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
93Substituted by Notification No. IBBI/2017-18/ GN/ REG024, dated 6th February, 2018 (w.e.f. 06-02-2018). Prior to
this substitution, Regulation 36(4) stood as under:
“36(4) The interim resolution professional or the resolution professional, as the case may be, shall share the
information memorandum after receiving an undertaking from a member of the committee or a potential resolution
applicant to the effect that such member or resolution applicant shall maintain confidentiality of the information and
shall not use such information to cause an undue gain or undue loss to itself or any other person and comply with the
requirements under section 29(2).”
94Omitted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Before
omission the words stood as –
“or a prospective resolution applicant”.
95 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Regulation
36 A, before substitution stood as –
“36A. Invitation of Resolution Plans
(1) The resolution professional shall issue an invitation , including evaluation matrix, to the prospective resolution
applicants in accordance with clause (h) of sub-section (2) of section 25, to submit resolution plans at least
thirty days before the last date of submission of resolution plans.
(2) Where the invitation does not contain the evaluation matrix, the resolution professional shall issue, with the
approval of the committee, the evaluation matrix to the prospective resolution applicants at least fifteen days
before the last date for submission of resolution plans.
(3) The resolution professional may modify the invitation, the evaluation matrix or both with the approval of the
committee within the timelines given under sub-regulation (1) or sub-regulation (2), as the case may be.
(4) The timelines specified under this regulation shall not apply to an ongoing corporate
insolvency resolution process-
38
(1) The resolution professional shall publish brief particulars of the invitation for expression of
interest in Form G of the 96[Schedule-I] at the earliest, 97[not later than sixtieth day]from
the insolvency commencement date, from interested and eligible prospective resolution
applicants to submit resolution plans.
(2) The resolution professional shall publish Form G-
(i) in one English and one regional language newspaper with wide circulation at the location
of the registered office and principal office, if any, of the corporate debtor and any
other location where in the opinion of the resolution professional, the corporate debtor
conducts material business operations;
(ii) on the website, if any, of the corporate debtor;
(iii) on the website, if any, designated by the Board for the purpose; and
(iv) in any other manner as may be decided by the committee.
(3) The Form G in the 98[Schedule-I] shall -
(a) state where the detailed invitation for expression of interest can be downloaded or
obtained from, as the case may be; and
(b) provide the last date for submission of expression of interest which shall not be less than
fifteen days from the date of issue of detailed invitation.
(4) The detailed invitation referred to in sub-regulation (3) shall-
(a) specify the criteria for prospective resolution applicants, as approved by the committee
in accordance with clause (h) of sub-section (2) of section 25;
(b) state the ineligibility norms under section 29A to the extent applicable for prospective
resolution applicants;
(c) provide such basic information about the corporate debtor as may be required by a
prospective resolution applicant for expression of interest; and
(d) not require payment of any fee or any non-refundable deposit for submission of
expression of interest.
(a) where a period of less than thirty-seven days is left for submission of resolution plans under sub-regulation
(1);
(b) where a period of less than eighteen days is left for submission of resolution plans
under sub-regulation (2).
(5) The resolution professional shall publish brief particulars of the invitation in Form G of the Schedule:
(a) on the website, if any, of the corporate debtor; and
(b) on the website, if any, designated by the Board for the purpose.”
96 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
97 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022). The
words before substitution, stood as: “not later than seventy fifth day”.
98 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022) Before
substitution the words stood as –“Schedule”.
39
99[(4A) Any modification in the invitation for expression of interest may be made in the manner
as the initial invitation for expression of interest was made:
Provided that such modification shall not be made more than once.]
(5) A prospective resolution applicant, who meet the requirements of the invitation for expression
of interest, may submit expression of interest within the time specified in the invitation under
clause (b) of sub-regulation (3).
(6) The expression of interest received after the time specified in the invitation under clause (b) of
sub-regulation (3) shall be rejected.
(7) An expression of interest shall be unconditional and be accompanied by-
(a)
an undertaking by the prospective resolution applicant that it meets the criteria
specified by the committee under clause (h) of sub-section (2) of section 25;
(b)
relevant records in evidence of meeting the criteria under clause (a);
(c)
an undertaking by the prospective resolution applicant that it does not suffer from
any ineligibility under section 29A to the extent applicable;
(d)
relevant information and records to enable an assessment of ineligibility under clause
(c);
(e)
an undertaking by the prospective resolution applicant that it shall intimate the
resolution professional forthwith if it becomes ineligible at any time during the
corporate insolvency resolution process;
(f)
an undertaking by the prospective resolution applicant that every information and
records provided in expression of interest is true and correct and discovery of any
false information or record at any time will render the applicant ineligible to submit
resolution plan, forfeit any refundable deposit, and attract penal action under the
Code; and
(g)
an undertaking by the prospective resolution applicant to the effect that it shall
maintain confidentiality of the information and shall not use such information to
cause an undue gain or undue loss to itself or any other person and comply with the
requirements under sub-section (2) of section 29.
(8) The resolution professional shall conduct due diligence based on the material on record in
order to satisfy that the prospective resolution applicant complies with-
(a) the provisions of clause (h) of sub-section (2) of section 25;
(b) the applicable provisions of section 29A, and
(c) other requirements, as specified in the invitation for expression of interest.
(9)The resolution professional may seek any clarification or additional information or document
from the prospective resolution applicant for conducting due diligence under sub-
regulation (8).
99 Inserted by Notification No. IBBI/2021-22/GN/REG078, dated 30th September, 2021 (w.e.f. 30-09-2021).
40
(10) The resolution professional shall issue a provisional list of eligible prospective resolution
applicants within ten days of the last date for submission of expression of interest to the
committee and to all prospective resolution applicants who submitted the expression of
interest.
(11) Any objection to inclusion or exclusion of a prospective resolution applicant in the
provisional list referred to in sub-regulation (10) maybe made with supporting documents
within five days from the date of issue of the provisional list.
(12) On considering the objections received under sub-regulation (11), the resolution
professional shall issue the final list of prospective resolution applicants within ten days of
the last date for receipt of objections, to the committee.]
100[36B. Request for resolution plans.
(1) The resolution professional shall issue the information memorandum, evaluation matrix
and a request for resolution plans, within five days of the date of issue of the provisional
list under sub-regulation (10) of regulation 36A to -
(a) every prospective resolution applicant in the provisional list; and
(b) every prospective resolution applicant who has contested the decision of the resolution
professional against its non-inclusion in the provisional list.
(2) The request for resolution plans shall detail each step in the process, and the manner and
purposes of interaction between the resolution professional and the prospective resolution
applicant, along with corresponding timelines.
(3) The request for resolution plans shall allow prospective resolution applicants a minimum
of thirty days to submit the resolution plan(s).
(4) The request for resolution plans shall not require any non-refundable deposit for
submission of or along with resolution plan.
101[(4A) The request for resolution plans shall require the resolution applicant, in case its
resolution plan is approved under sub-section (4) of section 30, to provide a performance
security within the time specified therein and such performance security shall stand
forfeited if the resolution applicant of such plan, after its approval by the Adjudicating
Authority, fails to implement or contributes to the failure of implementation of that plan in
accordance with the terms of the plan and its implementation schedule.
100Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
101Inserted by Notification No. IBBI/2019-20/GN/REG040, dated 24th January, 2019 (w.e.f. 24.01-2019).
41
Explanation I.– For the purposes of this sub-regulation, “performance security” shall mean
security of such nature, value, duration and source, as may be specified in the request for
resolution plans with the approval of the committee, having regard to the nature of
resolution plan and business of the corporate debtor.
Explanation II. – A performance security may be specified in absolute terms such as
guarantee from a bank for Rs. X for Y years or in relation to one or more variables such as
the term of the resolution plan, amount payable to creditors under the resolution plan, etc.]
(5) Any modification in the request for resolution plan or the evaluation matrix issued under
sub-regulation (1), shall be deemed to be a fresh issue and shall be subject to timeline under
sub-regulation (3).
102[Provided that such modifications shall not be made more than once.]
(6) The resolution professional may, with the approval of the committee, extend the timeline
for submission of resolution plans.
103[(6A) If the resolution professional, does not receive a resolution plan in response to the
request under this regulation, he may, with the approval of the committee, issue request for
resolution plan for sale of one or more of assets of the corporate debtor.
(7) The resolution professional may, with the approval of the committee, re-issue request for
resolution plans, if the resolution plans received in response to an earlier request are not
satisfactory, subject to the condition that the request is made to all prospective resolution
applicants in the final list:
Provided that provisions of sub-regulation (3) shall not apply for submission of resolution
plans under this sub-regulation.]
104[36C. Strategy for marketing of assets of the corporate debtor.
(1) The resolution professional shall prepare a strategy for marketing of the assets of the
corporate debtor in consultation with the committee, where the total assets as per the last
available financial statements exceed one hundred crore rupees and may prepare such
strategy in other cases.
(2) Decision of implementing such strategy along with its cost shall be subject to the approval
of the committee.
102 Inserted by Notification No. IBBI/2021-22/GN/REG078, dated 30th September, 2021 (w.e.f. 30-09-
2021).
103 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
104 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
42
(3) The member(s) of committee may also take measures for marketing of the assets of the
corporate debtor.]
37.
105[Resolution plan.
A resolution plan shall provide for the measures, as may be necessary, for insolvency
resolution of the corporate debtor for maximization of value of its assets, including but not
limited to the following: -
(a) transfer of all or part of the assets of the corporate debtor to one or more persons;
(b) sale of all or part of the assets whether subject to any security interest or not;
106[(ba) restructuring of the corporate debtor, by way of merger, amalgamation and demerger;]
(c) the substantial acquisition of shares of the corporate debtor, or the merger or
consolidation of the corporate debtor with one or more persons;
107[(ca)cancellation or delisting of any shares of the corporate debtor, if applicable;]
(d) satisfaction or modification of any security interest;
(e) curing or waiving of any breach of the terms of any debt due from the corporate debtor;
105Substituted Notification No. IBBI/2017-18/GN/REG024, dated 6th February, 2018 (w.e.f. 06.02.2018). Prior to this
substitution, Regulation 37, stood as under:-
“(37) (1) A resolution plan may provide for the measures required for implementing it, including but not limited to
the following-
(a)
transfer of all or part of the assets of the corporate debtor to one or more persons;
(b)
sale of all or part of the assets whether subject to any security interest or not;
(c)
the substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the
corporate debtor with one or more persons;
(d)
satisfaction or modification of any security interest;
(e)
curing or waiving of any breach of the terms of any debt due from the corporate debtor;
(f)
reduction in the amount payable to the creditors;
(g)
extension of a maturity date or a change in interest rate or other terms of a debt due from the
corporate debtor;
(h)
amendment of the constitutional documents of the corporate debtor;
(i)
issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims
or interests, or other appropriate purpose; and
(j)
obtaining necessary approvals from the Central and State Governments and other authorities.”
106Inserted by Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019).
107Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04.07.2018).
43
(f) reduction in the amount payable to the creditors;
(g) extension of a maturity date or a change in interest rate or other terms of a debt due
from the corporate debtor;
(h) amendment of the constitutional documents of the corporate debtor;
(i) issuance of securities of the corporate debtor, for cash, property, securities, or in
exchange for claims or interests, or other appropriate purpose;
(j) change in portfolio of goods or services produced or rendered by the corporate debtor;
(k) change in technology used by the corporate debtor; and
(l) obtaining necessary approvals from the Central and State Governments and other
authorities.]
108[(m) sale of one or more assets of corporate debtor to one or more successful resolution
applicants submitting resolution plans for such assets; and manner of dealing with
remaining assets]
38.
Mandatory contents of the resolution plan.
109[(1)The amount payable under a resolution plan -
(a) to the operational creditors shall be paid in priority over financial creditors; and
(b) to the financial creditors, who have a right to vote under sub-section (2) of section 21
and did not vote in favour of the resolution plan, shall be paid in priority over financial
creditors who voted in favour of the plan.]
110[(1A)A resolution plan shall include a statement as to how it has dealt with the interests of all
stakeholders, including financial creditors and operational creditors, of the corporate
debtor.]
108 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
109 Substitutedby Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019).
Before substitution, sub- regulation (1) stood as under: -
“(1) The amount due to the operational creditors under a resolution plan shall be given priority in payment over
financial creditors.”
110Inserted by Notification No. IBBI/2017-18/ GN/ REG018, dated 5th October, 2017 (w.e.f. 5-10-2017).
44
111[(IB) A resolution plan shall include a statement giving details if the resolution applicant or any
of its related parties has failed to implement or contributed to the failure of implementation of any
other resolution plan approved by the Adjudicating Authority at any time in the past.]
(2) A resolution plan shall provide:
(a)
the term of the plan and its implementation schedule;
(b)
the management and control of the business of the corporate debtor during its term;
and
(c)
adequate means for supervising its implementation.
112[(d) provides for the manner in which proceedings in respect of avoidance transactions,
if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of
the Code, will be pursued after the approval of the resolution plan and the manner in which
the proceeds, if any, from such proceedings shall be distributed:
Provided that this clause shall not apply to any resolution plan that has been
submitted to the Adjudicating Authority under sub-section (6) of section 30 on or before
the date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2022.]
113[(3) A resolution plan shall demonstrate that –
111Inserted by Notification No. IBBI/2019-20/ GN/ REG040, dated 24th January, 2019 (w.e.f. 24-01-2019).
112 Inserted by Notification No. IBBI/2022-23/GN/REG084, dated 14th June, 2022 (w.e.f. 14-06-2022).
113 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub –
regulation (3) of Regulation 38 before substitution stood as –
“A resolution plan shall contain details of the resolution applicant and other connected persons to enable
the committee to assess the credibility of such applicant and other connected persons to take a prudent
decision while considering the resolution plan for its approval.
Explanation: For the purposes of this sub-regulation, -
(i) ‘details shall include the following in respect of the resolution applicant and other connected
person, namely: -
(a) identity;
(b) conviction for any offence, if any, during the preceding five years;
(c) criminal proceedings pending, if any;
(d) disqualification, if any, under Companies Act, 2013, to act as a director;
(e) identification as a willful defaulter, if any, by any bank or financial institution or consortium
thereof in accordance with the guidelines of the Reserve Bank of India;
(f) debarment, if any, from accessing to, or trading in, securities markets under any order or
directions of the Securities and Exchange Board of India, and
(g) transactions, if any, with the corporate debtor in the preceding two years.
(ii) the expression ‘connected persons’ means-
45
(a) it addresses the cause of default;
(b) it is feasible and viable;
(c) it has provisions for its effective implementation;
(d) it has provisions for approvals required and the timeline for the same; and
(e) the resolution applicant has the capability to implement the resolution plan.]
39.
Approval of resolution plan.
114[(1) A prospective resolution applicant in the final list may submit resolution plan or plans
prepared in accordance with the Code and these regulations to the resolution professional
electronically within the time given in the request for resolution plans under regulation 36B along
with
(a) an affidavit stating that it is eligible under section 29A to submit resolution plans;
115[***]
(c) an undertaking by the prospective resolution applicant that every information and records
provided in connection with or in the resolution plan is true and correct and discovery of false
information and record at any time will render the applicant ineligible to continue in the
corporate insolvency resolution process, forfeit any refundable deposit, and attract penal
action under the Code.
116[(1A) The resolution professional may, if envisaged in the request for resolution plan-
(a) allow modification of the resolution plan received under sub-regulation (1), but not
more than once; or
(b) use a challenge mechanism to enable resolution applicants to improve their plans.
(1B) The committee shall not consider any resolution plan-
(a) received after the time as specified by the committee under regulation 36B; or
(b) received from a person who does not appear in the final list of prospective
resolution applicants; or
(a) persons who are promoters or in the management or control of the resolution applicant;
(b) persons who will be promoters or in management or control of the business the corporate
debtor during the implementation of the resolution plan;
(c) holding company, subsidiary company, associate company and related party of the persons
referred to in items (a)and (b).”
114 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub –
regulation (1) of regulation 39 before substituted stood as –
“(1) A resolution applicant shall submit resolution plan(s) prepared in accordance with the Code and these
regulations to the resolution professional within the time given in the invitation made under clause (h) of sub-
section (2) of section 25.”
115Omitted by Notification No. IBBI/2018-19/GN/REG032, dated 5th October, 2018 (w.e.f.05-10-2018). Clause (b),
before omission, stood as under:
“(b) an undertaking that it will provide for additional funds to the extent required for the purposes under sub-
regulation (1) of regulation 38; and”
116 Substituted by Notification No. IBBI/2021-22/GN/REG078, dated 30th September, 2021 (w.e.f. 30-09-2021).
Prior to this substitution, Regulation 39(1A) stood as under: -
“(1A) A resolution plan which does not comply with the provisions of sub-regulation (1) shall be rejected.”
46
(c) does not comply with the provisions of sub-section (2) of section 30 and sub-
regulation (1).].
117(2) [The resolution professional shall submit to the committee all resolution plans
which comply with the requirements of the Code and regulations made thereunder along
with the details of following transactions, if any, observed, found or determined by him: -
(a) preferential transactions under section 43;
(b) undervalued transactions under section 45;
(c) extortionate credit transactions under section 50; and
(d) fraudulent transactions under section 66,
and the orders, if any, of the adjudicating authority in respect of such transactions.]
118[(3) The committee shall-
(a) evaluate the resolution plans received under sub-regulation (2) as per evaluation matrix;
(b) record its deliberations on the feasibility and viability of each resolution plan; and
(c) vote on all such resolution plans simultaneously.
(3A) Where only one resolution plan is put to vote, it shall be considered approved if it receives
requisite votes.
(3B) Where two or more resolution plans are put to vote simultaneously, the resolution plan, which
receives the highest votes, but not less than requisite votes, shall be considered as approved:
Provided that where two or more resolution plans receive equal votes, but not less than
requisite votes, the committee shall approve any one of them, as per the tie-breaker formula
announced before voting:
Provided further that where none of the resolution plans receives requisite votes, the
committee shall again vote on the resolution plan that received the highest votes, subject to the
timelines under the Code.
Illustration. - The committee is voting on two resolution plans, namely, A and B, simultaneously.
The voting outcome is as under:
Voting
outcome
% of votes in favour of
Status of approval
Plan A
Plan B
1
55
60
No Plan is approved, as neither of the Plans
received requisite votes. The committee shall vote
117Substituted by Notification No. IBBI/2017-18/GN/REG019, dated 7th November, 2017 (w.e.f. 7-11-2017). Prior
to this substitution, Regulation 39(2) stood as under: -
“39(2) The resolution professional shall present all resolution plans that meet the requirements of the Code and these
Regulations to the committee for its consideration”
118Substituted by Notification No. IBBI/2020-21/GN/REG064, dated 7rd August, 2020 (w.e.f. 07-08-2020). Prior to
this substitution, Regulation 39(3) stood as under:
“(3) The committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation
matrix to identify the best resolution plan and may approve it with such modifications as it deems fit:
Provided that the committee shall record its deliberations on the feasibility and viability of the resolution plans.”
47
again on Plan B, which received the higher votes,
subject to the timelines under the Code.
2
70
75
Plan B is approved, as it received higher votes,
which is not less than requisite votes.
3
75
75
The committee shall approve either Plan A or Plan
B, as per the tie-breaker formula announced before
voting.]
119[***]
120[(4) The resolution professional shall endeavour to submit the resolution plan approved by the
committee to the Adjudicating Authority at least fifteen days before the maximum period for
completion of corporate insolvency resolution process under section 12, along with a compliance
certificate in 121[Form H of the 122[Schedule-I] and the evidence of receipt of performance security
required under sub-regulation (4A) of regulation 36B.]]
(5) The resolution professional shall forthwith send a copy of the order of the Adjudicating
Authority approving or rejecting a resolution plan to the participants and the resolution
applicant.
123[(5A) The resolution professional shall, within fifteen days of the order of the Adjudicating
Authority approving a resolution plan, intimate each claimant, the principle or formulae, as the
case may be, for payment of debts under such resolution plan:
119Omitted by Notification No. IBBI/2018-19/GN/REG032, dated 5th October, 2018 (w.e.f. 05-10-2018). Sub -
Regulation (3A), before omission, stood as:
“(3A) The committee shall, while approving the resolution plan under sub-section (4) of section (30), specify the
amounts payable from resources under the resolution plan for the purposes under sub-regulation (1) of regulation
38.”
120Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub–
regulation (4) of Regulation 39 before substitution stood as-
“(4)The resolution professional shall submit the resolution plan approved by the committee to the Adjudicating
Authority, at least fifteen days before the expiry of the maximum period permitted under section 12 for the completion
of the corporate insolvency resolution process, with the certification that-
(a) the contents of the resolution plan meet all the requirements of the Code and the Regulations; and
(b) the resolution plan has been approved by the committee:
Provided that the timeline specified in this sub-regulation shall not apply to an ongoing corporate insolvency
resolution process which has completed 130th day from its commencement date.”
121Substituted by Notification No. IBBI/2019-20/GN/REG040, dated 24th January, 2019 (w.e.f. 24-01-2019). Before
substitution, it stood as-
“Form H of the Schedule”.
122 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
123Inserted by Notification No. IBBI/2020-21/GN/REG066, dated 13th November, 2020 (w.e.f. 13-11-2020).
48
Provided that this sub-regulation shall apply to every corporate insolvency resolution process
ongoing and commencing on or after the date of commencement of the Insolvency and
Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fifth
Amendment) Regulations, 2020;]
(6) A provision in a resolution plan which would otherwise require the consent of the members
or partners of the corporate debtor, as the case may be, under the terms of the constitutional
documents of the corporate debtor, shareholders’ agreement, joint venture agreement or other
document of a similar nature, shall take effect notwithstanding that such consent has not been
obtained.
(7) No proceedings shall be initiated against the interim resolution professional or the resolution
professional, as the case may be, for any actions of the corporate debtor, prior to the insolvency
commencement date.
(8) A person in charge of the management or control of the business and operations of the
corporate debtor after a resolution plan is approved by the Adjudicating Authority, may make
an application to the Adjudicating Authority for an order seeking the assistance of the local
district administration in implementing the terms of a resolution plan.
124[(9)A creditor, who is aggrieved by non-implementation of a resolution plan approved under
sub-section (1) of section 31, may apply to the Adjudicating Authority for directions.]
125[39A. Preservation of records.
(1) The interim resolution professional or the resolution professional, as the case may be, shall
preserve copies of all such records which are required to give a complete account of the corporate
insolvency resolution process.
(2) Without prejudice to the generality of the obligations under sub-regulation (1), the interim
resolution professional or the resolution professional, as the case may be, shall preserve copies of
records relating to or forming the basis of:-
(a) his appointment as interim resolution professional or resolution professional, including the
terms of appointment;
(b) handing over / taking over of the assignment;
(c) admission of corporate debtor into corporate insolvency resolution process;
(d) public announcement;
(e) the constitution of committee and meetings of the committee;
(f) claims, verification of claims, and list of creditors;
124Inserted by Notification No. IBBI/2019-20/ GN/ REG040, dated 24th January, 2019 (w.e.f. 24-01-2019).
125Substituted by Notification No. IBBI/2021-22/GN/REG080, dated 9th February, 2022 (w.e.f. 09-02-2022). Before
substitution, it stood as: -
“39A. Preservation of records. The interim resolution professional or the resolution professional, as the case
may be, shall preserve a physical as well as an electronic copy of the records relating to corporate insolvency
resolution process of the corporate debtor as per the record retention schedule as may be communicated by
the Board in consultation with Insolvency Professional Agencies.”
49
(g) engagement of professionals, registered valuers, and insolvency professional entity,
including work done, reports etc., submitted by them;
(h) information memorandum;
(i) all filings with the Adjudicating Authority, Appellate Authority and their orders;
(j) invitation, consideration and approval of the resolution plan;
(k) statutory filings with Board and insolvency professional agencies;
(l) correspondence during the corporate insolvency resolution process;
(m) insolvency resolution process cost; and
(n) preferential, undervalued, extortionate credit transactions or fraudulent or wrongful
trading.
(3) The interim resolution professional or the resolution professional shall preserve :
(a) electronic copy of all records (physical and electronic) for a minimum period of eight years;
and
(b) a physical copy of records for a minimum period of three years;
from the date of completion of the corporate insolvency resolution process or the conclusion of
any proceeding relating to the corporate insolvency resolution process, before the Board, the
Adjudicating Authority, Appellate Authority or any Court, whichever is later.
(4) The interim resolution professional or the resolution professional shall preserve the records at
a secure place and shall be obliged to produce records as may be required under the Code and the
Regulations.
Explanation - The records referred to in this regulation includes records pertaining to the period
of a corporate insolvency resolution process during which the interim resolution professional or
the resolution professional acted as such, irrespective of the fact that he did not take up the
assignment from its commencement or continue the assignment till its conclusion.]
126[39B.Meeting liquidation cost.
(1) While approving a resolution plan under sub-section (4) of section 30 or deciding to liquidate
the corporate debtor under sub-section (2) of section 33, the committee may make a best estimate
of the amount required to meet liquidation costs, in consultation with the resolution professional,
in the event an order for liquidation is passed under section 33.
(2) The committee shall make a best estimate of the value of the liquid assets available to meet the
liquidation costs, as estimated in sub-regulation (1).
(3) Where the estimated value of the liquid assets under sub-regulation (2) is less than the estimated
liquidation costs under sub-regulation (1), the committee shall approve a plan providing for
contribution for meeting the difference between the two.
126Inserted by Notification No. IBBI/2019-20/GN/REG048 dated 25th July, 2019 (w.e.f. 25.07.2019).
50
(4) The resolution professional shall submit the plan approved under sub-regulation (3) to the
Adjudicating Authority while filing the approval or decision of the committee under section 30 or
33, as the case may be.
Explanation.- For the purposes of this regulation, ‘liquidation costs’ shall have the same meaning
as assigned to it in clause (ea) of sub-regulation (1) of regulation (2) of the Insolvency and
Bankruptcy Board of India (Liquidation Process) Regulations, 2016.
127[39BA. Assessment of Compromise or Arrangement.
(1) While deciding to liquidate the corporate debtor under section 33, the committee shall
examine whether to explore compromise or arrangement as referred to under sub -
regulation (1) of regulation 2B of the Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulation, 2016 and the resolution professional shall submit the
committee’s recommendation to the Adjudicating Authority while filing application under
section 33.
(2) Where a recommendation has been made under sub-regulation (1), the resolution
professional and the committee shall keep exploring the possibility of compromise or
arrangement during the period the application to liquidate the corporate debtor is pending
before the Adjudicating Authority.]
39C. Assessment of sale as a going concern.
(1) While approving a resolution plan under section 30 or deciding to liquidate the corporate debtor
under section 33, the committee may recommend that the liquidator may first explore sale of the
corporate debtor as a going concern under clause (e) of regulation 32 of the Insolvency and
Bankruptcy Board of India (Liquidation Process) Regulations, 2016 or sale of the business of the
corporate debtor as a going concern under clause (f) thereof, if an order for liquidation is passed
under section 33.
(2) Where the committee recommends sale as a going concern, it shall identify and group the assets
and liabilities, which according to its commercial considerations, ought to be sold as a going
concern under clause (e) or clause (f) of regulation 32 of the Insolvency and Bankruptcy Board of
India (Liquidation Process) Regulations, 2016.
(3) The resolution professional shall submit the recommendation of the committee under sub-
regulations (1) and (2) to the Adjudicating Authority while filing the approval or decision of the
committee under section 30 or 33, as the case may be.”.
39D. Fee of the liquidator
127 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
51
While approving a resolution plan under section 30 or deciding to liquidate the corporate debtor
under section 33, the committee may, in consultation with the resolution professional, fix the fee
payable to the liquidator, if an order for liquidation is passed under section 33, for –
(a) the period, if any, used for compromise or arrangement under section 230 of the Companies
Act, 2013;
(b) the period, if any, used for sale under clauses (e) and (f) of regulation 32 of the Insolvency
and Bankruptcy Board of India (Liquidation Process) Regulations, 2016; and
(c) the balance period of liquidation.]
40.
Extension of the corporate insolvency resolution process period.
(1)
The committee may instruct the resolution professional to make an application to the
Adjudicating Authority under section 12 to extend the insolvency resolution process
period.
(2)
The resolution professional shall, on receiving an instruction from the committee under
this Regulation, make an application to the Adjudicating Authority for such extension.
128[40A.Model time-line for corporate insolvency resolution process.
The following Table presents a model timeline of corporate insolvency resolution process on the
assumption that the interim resolution professional is appointed on the date of commencement of
the process and the time available is hundred and eighty days:
129[Section /
Regulation
Description of Activity
Norm
Latest
Timeline
Section 16(1)
Commencement
of
CIRP
and
appointment of IRP
….
T
Regulation 6(1) Public
announcement
inviting
claims
Within 3 Days of
Appointment of IRP
T+3
Section 15(1)(c)
/
Regulations
6(2)(c) and 12
(1)
Submission of claims
For 14 Days from
Appointment of IRP
T+14
Regulation
12(2)
Submission of claims
Up to 90th day of
commencement
T+90
Regulation
13(1)
Verification of claims received
under regulation 12(1)
T+21
128 Inserted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
129 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
52
Verification of claims received
under regulation 12(2)
Within 7 days from
the receipt of the
claim
T+97
Section 21(6A)
(b) / Regulation
16A
Application for appointment of AR Within 2 days from
verification of claims
received
under
regulation 12(1)
T+23
Regulation
17(1)
Report certifying constitution of
CoC
T+23
Section 22(1) /
Regulation
19(2)
1st meeting of the CoC
Within 7 days of filing
of the report certifying
constitution
of
the
CoC, but with five
days’ notice.
T+30
Section 22(2)
Resolution to appoint RP by the
CoC
In the first meeting of
the CoC
T+30
Section 16(5)
Appointment of RP
On approval by the
AA
……
Regulation
17(3)
IRP performs the functions of RP till
the RP is appointed.
If RP is not appointed
by
40th
day
of
commencement
T+40
Regulation 27
Appointment of valuer
Within 7 days of
appointment of RP,
but not later than 47th
day
of
commencement.
T+47
Section 12(A) /
Regulation 30A
Submission
of
application
for
withdrawal of application admitted
Before issue of EoI
W
CoC to dispose of the application
Within 7 days of its
receipt or 7 days of
constitution of CoC,
whichever is later.
W+7
Filing application of withdrawal, if
approved by CoC with 90% majority
voting, by RP to AA
Within 3 days of
approval by CoC
W+10
Regulation 35A RP
to
form
an
opinion
on
preferential and other transactions
Within
75
days of the
commencement
T+75
RP to make a determination on
preferential and other transactions
Within 115 days of
commencement
T+115
RP to file applications to AA for
appropriate relief
Within 130 days of
commencement
T+130
Regulation
36
(1)
Submission of IM to CoC
Within 95 days of
commencement
T+95
Regulation 36A Publish Form G
Within 60 days of
commencement
T+60
Invitation of EoI
53
Submission of EoI
At least 15 days from
issue of EoI (Assume
15 days)
T+75
Provisional List of RAs by RP
Within 10 days from
the last day of receipt
of EoI
T+85
Submission
of
objections
to
provisional list
For 5 days from the
date of provisional list
T+90
Final List of RAs by RP
Within 10 days of the
receipt of objections
T+100
Regulation 36B Issue of RFRP, including Evaluation
Matrix and IM
Within 5 days of the
issue
of
the
provisional list
T+105
Receipt of Resolution Plans
At least 30 days from
issue
of
RFRP
(Assume 30 days)
T+135
Regulation
39(4)
Submission
of
CoC
approved
Resolution Plan to AA
As soon as approved
by the CoC
T+165
Section 31(1)
Approval of resolution plan by AA
T+180]
AA: Adjudicating Authority; AR: Authorised Representative; CIRP: Corporate Insolvency Resolution Process; CoC:
Committee of Creditors; EoI: Expression of Interest; IM: Information Memorandum; IRP: Interim Resolution
Professional; RA: Resolution Applicant; RP: Resolution Professional; RFRP: Request for Resolution Plan.]
130[40B Filing of Forms.
(1) The insolvency professional, interim resolution professional or resolution professional, as the
case may be, shall file the Forms, along with the enclosures thereto, on an electronic platform of
the Board, as per the timelines stipulated against each Form, in the table below: -
Table
Form
No.
Period covered and scope
To be
filed
by
Timeline
(1)
(2)
(3)
(4)
130 Insertedby Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019).
54
IP 1
Pre-Assignment: This includes consent to
accept assignment as IRP / RP, the details of IP
and the Applicant, the details of the person
which will undergo the process, terms of
consent, terms of engagement, etc.
IP
Within three days of signing
of Form-2 of the Insolvency
and
Bankruptcy
(Application
to
Adjudicating
Authority)
Rules, 2016 or Form-AA of
the Regulations, as the case
may be.
CIRP 1 From Commencement of CIRP till Issue of
Public Announcement: This includes details
of IRP, CD, and the Applicant; admission of
application by AA; public announcement;
details
of
suggested
Authorised
Representatives; non-compliances with the
provisions of the Code and other laws
applicable to the CD; etc.
IRP
Within
seven
days
of
making
the
Public
Announcement
under
section 13.
CIRP 2 From
Public
Announcement
till
confirmation / replacement of IRP: This
includes details of Authorised Representative
selected by IRPs for a class of creditors; taking
over management of the CD; receipt and
verification of claims; constitution of CoC,
first
meeting
of
CoC;
confirmation
/
replacement of IRP; applications seeking co-
operation of management (if any); expenses
incurred on or by IRP; relationship of IRP with
the CD, Financial Creditors and Professionals;
support services taken from IPE; non-
compliances with the provisions of the Code
and other laws applicable to the CD; etc.
IRP
Within
seven
days
of
confirmation/ replacement
of IRP under section 22.
CIRP 3 From Appointment of RP till issue of IM to
Members of CoC: This includes details of RP;
details of registered valuers; handing over of
records of CD by IRP to RP; taking over
management of the CD; applications seeking
co-operation of management (if any); details in
IM; non-compliances with the provisions of
RP
Within seven days of issue
of IM to members of CoC
under regulation 36.
55
the Code and other laws applicable to the CD;
etc.
CIRP 4 From Issue of IM till issue of RFRP: This
includes expression of interest; RFRP and
modification thereof; evaluation matrix and
modification thereof; non-compliances with
the provisions of the Code and other laws
applicable to the CD; etc.
RP
Within seven days of the
issue
of
RFRP
under
regulation 36B.
CIRP 5 From Issue of RFRP till completion of
CIRP: This includes updated list of claimants;
updated CoC; details of the resolution
applicants; details of resolution plans received;
details of approval or rejection of resolution
plans by CoC; application filed with AA for
approval of resolution plan; details of
resolution plan approved by the AA; initiation
of liquidation, if applicable; expenses incurred
on or by RP; appointment of professionals and
the terms of appointment; relationship of the
RP with the CD, Financial Creditors, and
Professionals; support services taken from
IPE; non-compliances with the provisions of
the Code and other laws applicable to the CD;
etc.
RP
Within seven days of the
approval or rejection of the
resolution
plan
under
section 31 or issue of
liquidation
order
under
section 33, as the case may
be, by the AA.
CIRP 6 Event Specific: This includes:
a. Filing of application in respect of
preferential
transaction,
undervalued
transaction, fraudulent transaction, and
extortionate transaction;
b. Raising interim finance;
c. Commencement of insolvency resolution
process of guarantors of the CD;
d. Extension of period of CIRP and exclusion
of time;
e. Premature closure of CIRP (appeal,
settlement, withdrawal, etc.);
f. Request for liquidation before completion
of CIRP; and
g. Non implementation of resolution plan, as
approved by the AA.
IRP
or
RP,
as
the
case
may
be.
Within seven days of the
occurrence of the relevant
event.
56
131[(1A) Where any activity stated in column (2) of table below is not complete by the date
specified therein, the interim resolution professional or resolution professional, as the case may
be, shall file Form CIRP 7 within three days of the said date, and continue to file Form CIRP 7,
every 30 days, until the said activity remains incomplete-:
Sl.
Activity requiring filing of Form CIRP 7, if not
completed by the specified date
Timeline for
filing Form
CIRP 7 for
the
first
time
Timeline
for
subsequent
filing of Form
CIRP 7
(1)
(2)
(3)
(4)
1
Public announcement is not made by T+3rd day
Date
specified in
column (2) +
3 days
X+30th
day,
X+60th
day,
X+90th day, and
so on, till the
activity
is
completed.
2
Appointment of RP is not made by T+30th day
3
Information memorandum is not issued within 51 days from
the date of public announcement
4
RFRP is not issued within 51 days from the date of issue of
information memorandum
5
CIRP is not completed by T+180th day
T = Insolvency commencement date, and
X = Date of filing of Form CIRP 7 for the first time under column (3).
Provided that subsequent filing of Form CIRP 7 shall not be made until thirty days have lapsed
from the filing of an earlier Form CIRP 7.
Clarification: Only one Form CIRP 7 shall be filed at any time whether one or more activity is
not complete by the specified date.
Illustration
(a) If public announcement is not made by T+3rd day, Form CIRP 7 shall be filed by T+6th day.
Thereafter, if public announcement is made on T+16th day, no further Form CIRP 7 will be filed.
However, if public announcement is not made till T+33rd day, Form CIRP 7 shall be filed on
T+36th day.
(b) If public announcement is not made by T+3rd day, Form CIRP 7 shall be filed by T+6th day.
Thereafter, if public announcement is made on T+16th day, no further Form CIRP 7 will be filed.
However, if RP is not appointed by T+30th day, though Form CIRP 7 becomes due by T+33rd day,
it shall be filed on 30th day from the filing of first Form CIRP 7, that is, on T+36th day.
(c) If public announcement is not made by T+3rd day, Form CIRP 7 shall be filed by T+6th day.
Thereafter, if either public announcement is not made till T+33rd day or RP is not appointed by
T+30th day, Form CIRP 7 shall be filed on T+36th day.]
131Inserted by Notification No. IBBI/2020-21/GN/REG070, dated 15thMarch, 2021 (w.e.f. 15-03-2021).
57
132[(1B) The resolution professional shall file Form CIRP 8 intimating details of his opinion and
determination under regulation 35A, on or before the one hundred and fortieth day of the
insolvency commencement date:
Provided that the filing of Form CIRP 8 shall not become due unless a period of thirty days
has elapsed from the date of commencement of the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2021.]
(2) The Board shall make available the Forms on the electronic platform and may modify them
from time to time.
(3) The insolvency professional or interim resolution professional or resolution professional, as
the case may be, shall ensure that the Forms and its enclosures filed under this regulation are
accurate and complete.
133[(4)The filing of a Form under this regulation after due date of submission, whether by
correction, updation or otherwise, shall be accompanied by a fee of five hundred rupees per Form
for each calendar month of delay after 1st October, 2020.
Example: A Form is required to be filed by 30th October, 2020. It shall be filed along with a fee as
under:
If filed on
Fee (in Rupees)
29th October, 2020
0
30th October, 2020
0
31st October, 2020
500
Any day in November, 2020
1000
Any day in December, 2020
1500”
132 Inserted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021).
133Subs. by Notification No. IBBI/2020-21/GN/REG056 dated 20th April, 2020 (w.e.f. 25.03.2020). Before
substitution, it stood as “(4) The filing of a Form under this regulation after due date of submission, whether by
correction, updation or otherwise, shall be accompanied by a fee of five hundred rupees per Form for each calendar
month of delay after 1st April, 2020.
Example: A Form is required to be filed by 29th April, 2020. It shall be filed along with fee as under:
If filed on
Fee (in Rupees)
28th April, 2020
0
29th April, 2020
0
30th April, 2020
500
Any day in May, 2020
1000
Any day in June, 2020
1500”
58
(5) The insolvency professional or interim resolution professional or resolution professional, as
the case may be, shall be liable to any action which the Board may take as deemed fit under the
Code or any regulation made thereunder, including refusal to issue or renew Authorisation for
Assignment, for-
(i) failure to file a form along with requisite information and records;
(ii) inaccurate or incomplete information or records filed in or along with a form;
(iii) delay in filing the form.]
134[40C. Special provision relating to time-line.
Notwithstanding the time-lines contained in these regulations, but subject to the provisions in the
Code, the period of lockdown imposed by the Central Government in the wake of Covid-19
outbreak shall not be counted for the purposes of the time-line for any activity that could not be
completed due to such lockdown, in relation to a corporate insolvency resolution process.]
135[40D. Decision for liquidation.
(1) The committee while considering the liquidation of the corporate debtor may consider
factors including but not limited to non-operational status for preceding three years, goods
produced or service offered or technology employed being obsolete, absence of any assets,
lack of any intangible assets or factors which bring value as a going concern over and above
the physical assets like brand value, intellectual property, accumulated losses, depreciation,
investments that are yet to mature.
(2) Such consideration may be recorded and submitted in the application for liquidation
submitted by the resolution professional to the Adjudicating Authority.]
136[SCHEDULE-I ]137[FORM A
PUBLIC ANNOUNCEMENT
(Under Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016)
FOR THE ATTENTION OF THE CREDITORS OF [NAME OF CORPORATE DEBTOR]
134 Inserted by Notification No. IBBI/2020-21/GN/REG059 dated 20th April, 2020 (w.e.f. 29.03.2020)
135 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
136 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
137Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018).
59
RELEVANT PARTICULARS
1. Name of corporate debtor
2. Date of incorporation of corporate debtor
3. Authority under which corporate debtor is incorporated / registered
4. Corporate Identity No. / Limited Liability Identification No. of corporate debtor
5. Address of the registered office and principal office (if any) of corporate debtor
6. Insolvency commencement date in respect of corporate debtor
7. Estimated date of closure of insolvency resolution process
8. Name and registration number of the insolvency professional acting as interim
resolution professional
9.
Address and e-mail of the interim resolution professional, as registered with the
Board
10.
Address and e-mail to be used for correspondence with the interim resolution
professional
11.
Last date for submission of claims
12.
Classes of creditors, if any, under clause (b) of sub-section (6A) of section 21,
ascertained by the interim resolution professional
Name the class(es)
13.
Names of Insolvency Professionals identified to act as Authorised
Representative of creditors in a class (Three names for each class)
1.
2.
3.
14.
(a) Relevant Forms and
(b) Details of authorized representatives
are available at:
Web link:…..
Physical Address:…….
Notice is hereby given that the National Company Law Tribunal has ordered the commencement of a corporate
insolvency resolution process of the [name of the corporate debtor] on [insolvency commencement date].
The creditors of [name of the corporate debtor], are hereby called upon to submit their claims with proof on or before
[insert the date falling fourteen days from the appointment of the interim resolution professional] to the interim
resolution professional at the address mentioned against entry No. 10.
The financial creditors shall submit their claims with proof by electronic means only. All other creditors may submit
the claims with proof in person, by post or by electronic means.
A financial creditor belonging to a class, as listed against the entry No. 12, shall indicate its choice of authorised
representative from among the three insolvency professionals listed against entry No.13 to act as authorised
representative of the class [specify class] in Form CA.
Submission of false or misleading proofs of claim shall attract penalties.
Name and Signature of Interim Resolution Professional
:
Date and Place
:
:
FORM AA
WRITTEN CONSENT TO ACT AS RESOLUTION PROFESSIONAL
(Under Regulation 3(1A) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016)
[Date]
From
[Name of the insolvency professional]
[Registration number of the insolvency professional]
[Address of the insolvency professional registered with the Board]
60
To
The Committee of Creditors
[name of corporate debtor]
Subject: Written Consent to act as resolution professional.
I, [name], an insolvency professional enrolled with [name of insolvency professional agency] and registered with the
Board, note that the committee proposes to appoint me as resolution professional under section 22(3)(a) / 22(3)(b) /
27(2) of the Code for corporate insolvency resolution process of [name of the corporate debtor].
2. In accordance with regulation 3(1A) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016, I hereby give consent to the proposed appointment.
3. I declare and affirm as under: -
a.
I am registered with the Board as an insolvency professional.
b. I am not subject to any disciplinary proceedings initiated by the Board or the Insolvency Professional Agency.
c.
I do not suffer from any disability to act as a resolution professional.
d. I am eligible to be appointed as resolution professional of the corporate debtor under regulation 3 and other
applicable provisions of the Code and regulations.
e.
I shall make the disclosures in accordance with the code of conduct for insolvency professionals as set out in
the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016;
f.
I am having the following processes in hand:
Sl. No.
Role as
No. of Processes on the date of Consent
1
Interim Resolution Professional
2
Resolution Professional of
a. Corporate Debtors
b. Individuals
3
Liquidator of
a. Liquidation Processes
b. Voluntary Liquidation Processes
4
Bankruptcy Trustee
5
Authorised Representative
6
Any other (Please state)
Date: (Signature of the insolvency professional)
Place:
Registration No. .......
FORM AB
WRITTEN CONSENT TO ACT AS AUTHORISED REPRESENTATIVE
(Under Regulation 4A(3) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016)
[Date]
61
From
[Name of the insolvency professional]
[Registration number of the insolvency professional]
[Registered address of the insolvency professional]
To
The Interim Resolution Professional
[name of corporate debtor]
Subject: Written Consent to act as authorized representative.
I, [name], an insolvency professional enrolled with [name of insolvency professional agency] and registered with the
Board, note that you have proposed to appoint me as the authorized representative of financial creditors in a class
[specify class] in the corporate insolvency resolution process of [name of the corporate debtor].
2. In accordance with regulation 4(A) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations,
2016, I hereby give my consent to the proposed appointment.
3. I declare and affirm as under: -
a.
I am registered with the Board as an insolvency professional.
b. I am not subject to any disciplinary proceedings initiated by the Board or the Insolvency Professional Agency.
c.
I do not suffer from any disability to act as an authorized representative.
d. I shall not canvass with the creditors to indicate their choice in my favour in Form CA.
e.
I am having the following processes in hand:
Sl. No.
Role as
No. of Processes on the date of Consent
1
Interim Resolution Professional
2
Resolution Professional of
a. Corporate Debtors
b. Individuals
3
Liquidator of
a. Liquidation Processes
b. Voluntary Liquidation Processes
4
Bankruptcy Trustee
5
Authorised Representative
6
Any other (Please state)
Date: (Signature of the insolvency professional)
Place:
Registration No. .......]
62
138[SCHEDULE-I]
FORM B
PROOF OF CLAIM BY OPERATIONAL CREDITORS EXCEPT WORKMEN AND EMPLOYEES
(Under Regulation 7 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016)
[Date]
To
The Interim Resolution Professional / Resolution Professional
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
From
[Name and address of the operational creditor]
Subject: Submission of proof of claim.
Madam/Sir,
[Name of the operational creditor], hereby submits this proof of claim in respect of the corporate
insolvency resolution process in the case of [name of corporate debtor]. The details for the same
are set out below:
PARTICULARS
1. NAME OF OPERATIONAL CREDITOR
2. IDENTIFICATION NUMBER OF OPERATIONAL
CREDITOR
(IF AN INCORPORATED BODY PROVIDE
IDENTIFICATION NUMBER AND PROOF OF
INCORPORATION. IF A PARTNERSHIP OR
INDIVIDUAL
PROVIDE
IDENTIFICATION
RECORDS* OF ALL THE PARTNERS OR THE
INDIVIDUAL)
138 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
63
PARTICULARS
3. ADDRESS
AND
EMAIL
ADDRESS
OF
OPERATIONAL
CREDITOR
FOR
CORRESPONDENCE
4. TOTAL AMOUNT OF CLAIM
(INCLUDING ANY INTEREST AS AT THE
INSOLVENCY COMMENCEMENT DATE)
5. DETAILS OF DOCUMENTS BY REFERENCE TO
WHICH THE DEBT CAN BE SUBSTANTIATED.
6. DETAILS OF ANY DISPUTE AS WELL AS THE
RECORD OF PENDENCY OR ORDER OF SUIT OR
ARBITRATION PROCEEDINGS
7. DETAILS
OF
HOW
AND
WHEN
DEBT
INCURRED
8. DETAILS OF ANY MUTUAL CREDIT, MUTUAL
DEBTS,
OR
OTHER
MUTUAL
DEALINGS
BETWEEN THE CORPORATE DEBTOR AND THE
CREDITOR WHICH MAY BE SET-OFF AGAINST
THE CLAIM
9. 139[ DETAILS OF:
a. any security held, the value of security
and its date, or
b. any retention of title arrangement in
respect of goods or properties to which
the claim refers]
10. DETAILS OF THE BANK ACCOUNT TO WHICH
THE AMOUNT OF THE CLAIM OR ANY PART
THEREOF CAN BE TRANSFERRED PURSUANT
TO A RESOLUTION PLAN
11. LIST OF DOCUMENTS ATTACHED TO THIS
PROOF OF CLAIM IN ORDER TO PROVE THE
139Substituted by Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28.11.2019). Before
substitution, it stood as under: “DETAILS OF ANY RETENTION OF TITLE ARRANGEMENTS IN RESPECT OF GOODS OR
PROPERTIES TO WHICH THE CLAIM REFERS”.
64
PARTICULARS
EXISTENCE AND NON-PAYMENT OF CLAIM
DUE TO THE OPERATIONAL CREDITOR
Signature of operational creditor or person authorised to act on his behalf
[Please enclose the authority if this is being submitted on behalf of an operational creditor]
Name in BLOCK LETTERS
Position with or in relation to creditor
Address of person signing
*PAN number, passport, AADHAAR Card or the identity card issued by the Election
Commission of India
140[DECLARATION
I, [Name of claimant], currently residing at [insert address], hereby declare and state as follows:-
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement date,
being the…………..day of………………20….., actually indebted to me in the sum of Rs. [insert amount
of claim].
2. In respect of my claim of the said sum or any part thereof, I have relied on the documents
specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge, information and
belief and no material facts have been concealed therefrom.
4. In respect of the said sum or any part thereof, neither I nor any person, by my order, to my
knowledge or belief, for my use, had or received any manner of satisfaction or security
whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between the
corporate debtor and the creditor which may be set-off against the claim].
140 Substituted by Notification No. IBBI/ 2017-18/GN/REG030, dated 27th March, 2018 (w.e.f. 01-04-2018) for
Affidavit and Verification.
65
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20…
(Signature of the claimant)
[Note: In the case of company or limited liability partnership, the declaration and verification
shall be made by the director/manager/secretary and in the case of other entities, an officer
authorised for the purpose by the entity].]
141[SCHEDULE-I]
142[FORM C
SUBMISSION OF CLAIM BY FINANCIAL CREDITORS
(Under Regulation 8 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016)
[Date]
From
[Name and address of the financial creditor, including address of its registered office and principal
office]
To
The Interim Resolution Professional / Resolution Professional
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
Subject: Submission of claim and proof of claim.
Madam/Sir,
[Name of the financial creditor], hereby submits this claim in respect of the corporate insolvency
resolution process of [name of corporate debtor]. The details for the same are set out below:
141 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
142Substituted by Notification No. IBBI/2020-21/GN/REG070, dated 15th March, 2021 (w.e.f. 15.03.2021).
66
Relevant Particulars
(1)
(2)
(3)
1. Name of the financial creditor
2. Identification number of the financial creditor
(If an incorporated body, provide identification number and
proof of incorporation. If a partnership or individual provide
identification records* of all the partners or the individual)
3. Address and email address of the financial creditor for
correspondence
4. Details of claim, if it is made against corporate debtor as
principal borrower:
(i) Amount of claim
(ii) Amount of claim covered by security interest, if any
(Please provide details of security interest, the value of the
security, and the date it was given)
(iii) Amount of claim covered by guarantee, if any
(Please provide details of guarantee held, the value of the
guarantee, and the date it was given)
(iv) Name and address of the guarantor(s)
5. Details of claim, if it is made against corporate debtor as
guarantor:
(i) Amount of claim
(ii) Amount of claim covered by security interest, if any
(Please provide details of security interest, the value of the
security, and the date it was given)
(iii) Amount of claim covered by guarantee, if any
(Please provide details of guarantee held, the value of the
guarantee, and the date it was given)
(iv) Name and address of the principal borrower
6. Details of claim, if it is made in respect of financial debt covered
under clauses (h) and (i) of sub-section (8) of section 5 of the
Code, extended by the creditor:
(i) Amount of claim
(ii) Name and address of the beneficiary
7. Details of how and when debt incurred
8. Details of any mutual credit, mutual debts, or other mutual
dealings between the corporate debtor and the creditor which
may be set-off against the claim
9. Details of the bank account to which the amount of the claim or
any part thereof can be transferred pursuant to a resolution plan
(Signature of financial creditor or person authorised to act on its behalf)
[Please enclose the authority if this is being submitted on behalf of the financial creditor]
67
Name in BLOCK LETTERS
Position with or in relation to creditor
Address of person signing
*PAN, passport, AADHAAR Card or the identity card issued by the Election Commission of India.
DECLARATION
I, [Name of claimant], currently residing at [insert address], do hereby declare and state as follows:
-
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement
date, being the……………..day of…………..20……., actually indebted to me for a sum
of Rs. [insert amount of claim].
2. In respect of my claim of the said sum or any part thereof, I have relied on the documents
specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge, information
and belief and no material facts have been concealed therefrom.
4. In respect of the said sum or any part thereof, neither I, nor any person, by my order, to my
knowledge or belief, for my use, had or received any manner of satisfaction or security
whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtor and the creditor which may be set-off against the claim].
5. I undertake to update my claim as and when the claim is satisfied, partly or fully, from any
source in any manner, after the insolvency commencement date.
6. I am / I am not a related party of the corporate debtor, as defined under section 5 (24) of
the Code.
7. I am eligible to join committee of creditors by virtue of proviso to section 21 (2) of the
Code even though I am a related party of the corporate debtor.
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20….
(Signature of claimant)
[Note: In the case of company or limited liability partnership, the declaration and verification shall
be made by the director/manager/secretary/designated partner and in the case of other entities, an
officer authorised for the purpose by the entity.]]
68
FORM CA
SUBMISSION OF CLAIM BY FINANCIAL CREDITORS IN A CLASS
(Under Regulation 8Aof the Insolvency and Bankruptcy (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016)
[Date]
From
[Name and address of the financial creditor, including address of its registered office and principal
office]
To
The Interim Resolution Professional / Resolution Professional
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
Subject: Submission of claim and proof of claim.
Madam/Sir,
[Name of the financial creditor], hereby submits this claim in respect of the corporate insolvency
resolution process of [name of corporate debtor]. The details for the same are set out below:
RELEVANT PARTICULARS
1.
Name of the financial creditor
2.
Identification number of the financial creditor
(If an incorporated body, provide identification number and
proof of incorporation. If a partnership or individual, provide
identification records of all the partners or the individual)
3.
Address and e-mail address of the financial creditor for
correspondence.
4.
Total amount of claim (in Rs.)
69
5.
Details of documents by reference to which the debt can be
substantiated
6.
Details of how and when debt incurred
7.
Details of any mutual credit, mutual debts, or other mutual
dealings between the corporate debtor and the creditor which
may be set-off against the claim
8.
Details of any security held, the value of the security, and the
date it was given
9.
Details of the bank account to which the amount of the claim or
any part thereof can be transferred pursuant to a resolution plan
10. List of documents attached to this claim in order to prove the
existence and non-payment of claim due
11. Name of the insolvency professional who will act as the
Authorised representative of creditors of the class
Signature of financial creditor or person authorised to act on its behalf
[Please enclose the authority if this is being submitted on behalf of the financial creditor]
Name in BLOCK LETTERS
Position with or in relation to creditor
Address of person signing
*PAN number, passport, AADHAAR Card or the identity card issued by the Election Commission
of India.
DECLARATION
I, [Name of claimant], currently residing at [insert address], do hereby declare and state as
follows: -
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement
date, being the……………..day of…………..20……., actually indebted to me for a sum of Rs.
[insert amount of claim].
70
2. In respect of my claim of the said sum or any part thereof, I have relied on the
documents specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge,
information and belief and no material facts have been concealed therefrom.
4. In respect of the said sum or any part thereof, neither I, nor any person, by my order,
to my knowledge or belief, for my use, had or received any manner of satisfaction or
security whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtor and the creditor which may be set-off against the claim].
5. I am / I am not a related party of the corporate debtor, as defined under section 5 (24)
of the Code.
6. I am eligible to give voting instruction to the authorized representative by virtue of
proviso to section 21 (2) of the Code even though I am a related party of the corporate
debtor.
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20…
(Signature of claimant)
[Note: In the case of company or limited liability partnership, the declaration and verification
shall be made by the director/manager/secretary/designated partner and in the case of other
entities, an officer authorized for the purpose by the entity.]]
143[SCHEDULE-I]
FORM D
PROOF OF CLAIM BY A WORKMAN OR AN EMPLOYEE
143 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
71
(Under Regulation 9 of the Insolvency and Bankruptcy (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016)
[Date]
To
The Interim Resolution Professional / Resolution Professional
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
From
[Name and address of the workman / employee]
Subject: Submission of proof of claim.
Madam/Sir,
[Name of the workman / employee], hereby submits this proof of claim in respect of the corporate
insolvency resolution process in the case of [name of corporate debtor]. The details for the same
are set out below:
PARTICULARS
1. NAME OF WORKMAN / EMPLOYEE
2. PANNUMBER, PASSPORT, THE IDENTITY
CARD
ISSUED
BY
THE
ELECTION
COMMISSION OF INDIA OR AADHAAR CARD
OF WORKMAN / EMPLOYEE
3. ADDRESS AND EMAIL ADDRESS (IF ANY) OF
WORKMAN
/
EMPLOYEE
FOR
CORRESPONDENCE
4. TOTAL AMOUNT OF CLAIM
(INCLUDING ANY INTEREST AS AT THE
INSOLVENCY COMMENCEMENT DATE)
5. DETAILS OF DOCUMENTS BY REFERENCE TO
WHICH THE CLAIMCAN BE SUBSTANTIATED.
6. DETAILS OF ANY DISPUTE AS WELL AS THE
RECORD OF PENDENCY OR ORDER OF SUIT OR
ARBITRATION PROCEEDINGS
72
PARTICULARS
7. DETAILS OF HOW AND WHEN CLAIM AROSE
8. DETAILS OF ANY MUTUAL CREDIT, MUTUAL
DEBTS,
OR
OTHER
MUTUAL
DEALINGS
BETWEEN THE CORPORATE DEBTOR AND THE
CREDITOR WHICH MAY BE SET-OFF AGAINST
THE CLAIM
9. DETAILS OF THE BANK ACCOUNT TO WHICH
THE AMOUNT OF THE CLAIM OR ANY PART
THEREOF CAN BE TRANSFERRED PURSUANT
TO A RESOLUTION PLAN
10. LIST OF DOCUMENTS ATTACHED TO THIS
PROOF OF CLAIM IN ORDER TO PROVE THE
EXISTENCE AND NON-PAYMENT OF CLAIM
DUE TO THE OPERATIONAL CREDITOR
Signature of workman / employee or person authorised to act on his behalf
[Please enclose the authority if this is being submitted on behalf of an operational creditor]
Name in BLOCK LETTERS
Position with or in relation to creditor
Address of person signing
144[DECLARATION
I, [Name of claimant], currently residing at [insert address], do hereby declare and state as
follows:-
144Substituted by Notification No. IBBI/ 2017-18/ GN/ REG030, dated 27th March 2018 (w.e.f. 01-04-2018) for
Affidavit and Verification.
73
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement
date, being the……………..day of…………..20……., actually indebted to me in the sum of Rs.
[insert amount of claim].
2. In respect of my claim of the said sum or any part thereof, I have relied on the documents
specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge, information
and belief and no material facts have been concealed therefrom.
4. In respect of the said sum or any part thereof, neither I, nor any person, by my order, to my
knowledge or belief, for my use, had or received any manner of satisfaction or security
whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtorand the creditor which may be set-off against the claim].
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20…
(Signature of claimant).]
145[Schedule-I ]FORM E
PROOF OF CLAIM SUBMITTED BY AUTHORISED REPRESENTATIVE OF WORKMEN AND EMPLOYEES
(Under Regulation 9 of the Insolvency and Bankruptcy (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016)
145 Substituted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
Before substitution the words stood as –“Schedule”.
74
[Date]
To
The Interim Resolution Professional / Resolution Professional,
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
From
[Name and address of the duly authorised representative of the workmen / employees]
Subject: Submission of proofs of claim.
Madam/Sir,
I, [name of authorised representative of the workmen / employees], currently residing at [address
of authorised representative of the workmen / employees], on behalf of the workmen and
employees employed by the above named corporate debtor and listed in Annexure A, solemnly
affirm and say:
1.
That the above named corporate debtor was, at the insolvency commencement date, being
the ________ day of ______ 20 ___, justly truly indebted to the several persons whose
names, addresses, and descriptions appear in the Annexure A below in amounts severally
set against their names in such Annexure A for wages, remuneration and other amounts
due to them respectively as workmen or/ and employees in the employment of the corporate
debtor in respect of services rendered by them respectively to the corporate debtor during
such periods as are set out against their respective names in the said Annexure A.
2.
That for which said sums or any part thereof, they have not, nor has any of them, had or
received any manner of satisfaction or security whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtor and the creditor which may be set-off against the claim.]
Deponent
ANNEXURE
1.
Details of Employees/ Workmen
75
S NO. NAME OF
EMPLOYEE/
WORKMAN
IDENTIFICATION
NUMBER
(PAN
NUMBER, PASSPORT OR
AADHAAR CARD)
TOTAL
AMOUNT
DUE
(RS.)
PERIOD
OVER
WHICH
AMOUNT
DUE
1.
2.
3.
4.
2.
Particulars of how debt was incurred by the corporate debtor, including particulars of any
dispute as well as the record of pendency of suit or arbitration proceedings (if any).
3.
Particulars of any mutual credit, mutual debts, or other mutual dealings between the
corporate debtor and the creditor which may be set-off against the claim.
ATTACHMENTS:
146[Documents relied as evidence as proof of debt and as proofs of non-payment of debt.]
147[DECLARATION
I, [Name of claimant], currently residing at [insert address], do hereby declare and state as
follows:-
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement
date, being the……………..day of…………..20……., actually indebted to me in the sum of Rs.
[insert amount of claim].
2. In respect of my claim of the said sum or any part thereof, I have relied on the documents
specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge, information
and belief and no material facts have been concealed therefrom.
146Substituted by Notification No. IBBI/ 2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f. 01-04-2018).
147Substituted by Notification No. IBBI/ 2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f. 01-04-2018) for
Affidavit and Verification.
76
4. In respect of the said sum or any part thereof, neither I, nor any person, by my order, to my
knowledge or belief, for my use, had or received any manner of satisfaction or security
whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtor and the creditor which may be set-off against the claim].
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20…
(Signature of the claimant)]
148[FORM F]
PROOF OF CLAIM BY CREDITORS (OTHER THAN FINANCIAL CREDITORS AND OPERATIONAL
CREDITORS)
[Under Regulation 9A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016]
Date ………..
To
The Interim Resolution Professional / Resolution Professional
[Name of the Insolvency Resolution Professional / Resolution Professional]
[Address as set out in public announcement]
From
[Name and address of the creditor]
Subject: Submission of proof of claim.
Madam / Sir,
148Inserted by Notification No. IBBI/2017-18/ GN/REG013, dated 16th August, 2017 (w.e.f. 16-8-2017).
77
I, [Name of the creditor], hereby submit the following proof of claim in respect of the corporate
insolvency resolution process in the case of [name of corporate debtor]. The details of the same
are set out below:
PARTICULARS
1.
Name of the creditor
2.
Identification number of the creditor
(If an incorporated body corporate, provide
identification
number
and
proof
of
incorporation. If a partnership or individual,
provide identification record* of all partners or
the individuals)
3.
Address and email address of the creditor for
correspondence
4.
Description of the claim (Including the
amount of the claim as at the insolvency
commencement date)
5.
Details of documents by reference to which
claim can be substantiated
6.
Details of how and when the claim arose
7.
Details of any mutual credit, mutual debts, or
other mutual dealings between the corporate
debtor and the creditor which may be set-off
against the claim
8.
Details of:
a. any security held, the value of security and
its date, or
b. retention title arrangement in respect of
goods or properties to which the claim refers
9.
Details of bank account to which the amount of
the claim or any part thereof can be transferred
pursuant to a resolution plan
10. List of documents attached to this claim in
order to prove the existence and non-
satisfaction of claim due to the creditor
Signature of the creditor or any person authorised to act on his behalf
(Please enclose the authority if this is being submitted signed on behalf of the creditor)
Name in BLOCK LETTERS
Position with or in relation to the creditor
Address of the person signing
* PAN, Passport, AADHAAR or the identity card issued by the Election Commission of India.
78
149[DECLARATION
I, [Name of claimant], currently residing at [insert address], do hereby declare and state as
follows:-
1. [Name of corporate debtor], the corporate debtor was, at the insolvency commencement
date, being the……………..day of…………..20……., actually indebted to me in the sum of Rs.
[insert amount of claim].
2. In respect of my claim of the said sum or any part thereof, I have relied on the documents
specified below: [Please list the documents relied on as evidence of claim].
3. The said documents are true, valid and genuine to the best of my knowledge, information
and belief and no material facts have been concealed therefrom.
4. In respect of the said sum or any part thereof, neither I, nor any person, by my order, to my
knowledge or belief, for my use, had or received any manner of satisfaction or security
whatsoever, save and except the following:
[Please state details of any mutual credit, mutual debts, or other mutual dealings between
the corporate debtor and the creditor which may be set-off against the claim].
Date:
Place:
(Signature of the claimant)
VERIFICATION
I, [Name] the claimant hereinabove, do hereby verify that the contents of this proof of claim are
true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20…
(Signature of the claimant)
149Subs. by Notification No. IBBI/ 2017-18/ GN/ REG030, dated 27th March, 2018 (w.e.f. 01-04-2018) for Affidavit
and Verification.
79
[Note: In the case of company or limited liability partnership, the declaration and verification
shall be made by the director/manager/secretary and in the case of other entities, an officer
authorised for the purpose by the entity].]
150[FORM FA
APPLICATION FOR WITHDRAWAL OF CORPORATE INSOLVENCY RESOLUTION PROCESS
[Under Regulation 30A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016]
[Date]
To
The Adjudicating Authority
[Through the Interim Resolution Professional / Resolution Professional]
[name of corporate debtor]
Subject: Withdrawal of Application admitted for corporate insolvency resolution process of [name of corporate
debtor]
I, [Name of applicant], had filed an application bearing [particulars of application, i.e, diary number/ case number] on
[Date of filing] before the Adjudicating Authority under [Section 7 / Section 9/ Section 10] of the Insolvency and
Bankruptcy Code, 2016. The said application was admitted by the Adjudicating Authority on [date] bearing [case
number].
2. I hereby withdraw the application bearing [particulars of application, i.e, diary number/ case number] filed by me
before the Adjudicating Authority under [Section 7 / Section 9/Section 10] of the Insolvency and Bankruptcy Code,
2016.
3. I attach the required bank guarantee as per sub-regulation (2) of regulation 30A.
(Signature of the applicant)
Date:
Place:
[Note: In the case of company or limited liability partnership, the declaration and verification shall be made by the
director/manager/secretary/designated partner and in the case of other entities, an officer authorised for the purpose
by the entity]”.]
151[FORM G
INVITATION FOR EXPRESSION OF INTEREST FOR
[NAME OF CORPORATE DEBTOR] OPERATING IN [INDUSTRY TYPE] AT
[LOCATION(S)]
(Under Regulation 36A(1) of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016)
150 Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019).
151 Substituted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).
80
RELEVANT PARTICULARS
1. Name of the corporate debtor along with PAN/ CIN/ LLP No.
2. Address of the registered office
3. URL of website
4. Details of place where majority of fixed assets are located
5. Installed capacity of main products/ services
6. Quantity and value of main products/ services sold in last financial year
7. Number of employees/ workmen
8. Further details including last available financial statements (with
schedules) of two years, lists of creditors, relevant dates for subsequent
events of the process are available at:
9. Eligibility for resolution applicants under section 25(2)(h) of the Code is
available at:
10. Last date for receipt of expression of interest
11. Date of issue of provisional list of prospective resolution applicants
12. Last date for submission of objections to provisional list
13. Process email id to submit EOI
Signature of the Resolution Professional
Registration Number of the Resolution Professional
Registered Address of the Resolution Professional
For (Name of the Corporate Debtor)
(Date and Place)]
FORM H
COMPLIANCE CERTIFICATE
(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016
I, [Name of the resolution professional], an insolvency professional enrolled with [name of insolvency professional
agency] and registered with the Board with registration number [registration number], am the resolution professional
for the corporate insolvency resolution process (CIRP) of [name of the corporate debtor (CD)].
2. The details of the CIRP are as under:
81
3. I have examined the Resolution Plan received from Resolution Applicant (………………………………..) and
approved by Committee of Creditors (CoC) of [Name of the corporate debtor].
4. I hereby certify that-
(i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the
Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
(CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.
(ii) the Resolution Applicant (………………………………..) has submitted an affidavit pursuant to section30(1) of
the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said
affidavit are in order.
Sl. No.
Particulars
Description
1
Name of the CD
2
Date of Initiation of CIRP
3
Date of Appointment of IRP
4
Date of Publication of Public Announcement
5
Date of Constitution of CoC
6
Date of First Meeting of CoC
7
Date of Appointment of RP
8
Date of Appointment of Registered Valuers
9
Date of Issue of Invitation for EoI
10
Date of Final List of Eligible Prospective Resolution Applicants
11
Date of Invitation of Resolution Plan
12
Last Date of Submission of Resolution Plan
13
Date of Approval of Resolution Plan by CoC
14
Date of Filing of Resolution Plan with Adjudicating Authority
15
Date of Expiry of 180 days of CIRP
16
Date of Order extending the period of CIRP
17
Date of Expiry of Extended Period of CIRP
18
Fair Value
19
Liquidation value
20
Number of Meetings of CoC held
82
(iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code andthe
CIRP Regulations made thereunder. The Resolution Plan has been approved by [state the number of votes bywhich
Resolution Plan was approved by CoC] % of voting share of financial creditors after considering itsfeasibility and
viability and other requirements specified by the CIRP Regulations.
(iv) The voting was held in the meeting of the CoC on [state the date of meeting] where all the members of theCoC
were present.
or
I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per
the regulation 26.
[strike off the part that is not relevant]
5. The list of financial creditors of the CD [state the name of CD] being members of the CoC and distribution of
voting share among them is as under:
Sl. No.
Name of Creditor
Voting Share (%)
Voting for Resolution Plan (Voted for /
Dissented / Abstained)
6. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt
with the interests of all stakeholders in compliance with the Code and regulations made thereunder.
152[7. The amounts provided for the stakeholders under the Resolution Plan is as under:
(Amount in Rs. lakh)
Sl.
No.
Category
of
Stakeholder*
Sub-Category
of
Stakeholder
Amount
Claimed
Amount
Admitted
Amount
Provide
d under
the
Plan#
Amount
Provided
to
the
Amount
Claimed
(%)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
1
Secured Financial
Creditors
(a)
Creditors
not
having a right to vote
under sub-section (2)
of section 21
(b) Other than (a)
above:
152 Substituted by Notification No. IBBI/2019-20/GN/REG/052 dated 27th Nov., 2019 (w.e.f. 28.11.2019).
83
(i) who did not vote in
favour
of
the
resolution Plan
(ii) who voted in
favour
of
the
resolution plan
Total[(a) + (b)]
2
Unsecured
Financial
Creditors
(a)
Creditors
not
having a right to vote
under sub-section (2)
of section 21
(b) Other than (a)
above:
(i) who did not vote in
favour
of
the
resolution Plan
(ii) who voted in
favour
of
the
resolution plan
Total[(a) + (b)]
3
Operational
Creditors
(a) Related Party of
Corporate Debtor
(b) Other than (a)
above:
84
(i)Government
(ii)Workmen
(iii)Employees
(iv) ………
Total[(a) + (b)]
4
Other debts and
dues
Grand Total
*If there are sub-categories in a category, please add rows for each sub-category.
# Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It
is not NPV.]
8. The interests of existing shareholders have been altered by the Resolution plan as under:
Sl. No
Category
of
Share Holder
No. of Shares
held
before
CIRP
No. of Shares
held after the
CIRP
Voting
Share
(%) held before
CIRP
Voting Share (%)
held after CIRP
1
Equity
2
Preference
3
9. The compliance of the Resolution Plan is as under:
Section of the
Code
/
Regulation No.
Requirement with respect to Resolution Plan
Clause
of
Resolution
Plan
Compliance
(Yes / No)
25(2)(h)
Whether the Resolution Applicant meets the criteria approved by
the CoC having regard to the complexity and scale of operations
of business of the CD?
Section 29A
Whether the Resolution Applicant is eligible to submit resolution
plan as per final list of Resolution Professional or Order, if any,
of the Adjudicating Authority?
Section 30(1)
Whether the Resolution Applicant has submitted an affidavit
stating that it is eligible?
153[Section 30(2) Whether the Resolution Plan-
(a) provides for the payment of insolvency resolution process
costs?
(b) provides for the payment to the operational creditors?
(c) provides for the payment to the financial creditors who did not
vote in favour of the resolution plan?
153 Substituted by Notification No. IBBI/2019-20/GN/REG052, dated 27th November, 2019 (w.e.f. 28-11-2019).
85
(d) provides for the management of the affairs of the corporate
debtor?
(e) provides for the implementation and supervision of the
resolution plan?
(f) contravenes any of the provisions of the law for the time being
in force?]
Section 30(4)
Whether the Resolution Plan
(a) is feasible and viable, according to the CoC?
(b) has been approved by the CoC with 66% voting share?
Section 31(1)
Whether the Resolution Plan has provisions for its effective
implementation plan, according to the CoC?
154[***]
155[Regulation38
(1)
Whether the amount due to the operational creditors under the
resolution plan has been given priority in payment over financial
creditors?]
Regulation
38(1A)
Whether the resolution plan includes a statement as to how it has
dealt with the interests of all stakeholders?
156[Regulation
38(1B)
(i) Whether the Resolution Applicant or any of its related parties
has failed to implement or contributed to the failure of
implementation of any resolution plan approved under the Code.
(ii) If so, whether the Resolution Applicant has submitted the
statement giving details of such non-implementation?]
Regulation
38(2)
Whether the Resolution Plan provides:
(a) the term of the plan and its implementation schedule?
(b) for the management and control of the business of the
corporate debtor during its term?
(c) adequate means for supervising its implementation?
38(3)
Whether the resolution plan demonstrates that –
(a) it addresses the cause of default?
(b) it is feasible and viable?
(c) it has provisions for its effective implementation?
(d) it has provisions for approvals required and the timeline for
the same?
(e) the resolution applicant has the capability to implement the
resolution plan?
39(2)
Whether the RP has filed applications in respect of transactions
observed, found or determined by him?
157[Regulation
39(4)
Provide details of performance security received, as referred to in
sub-regulation (4A) of regulation 36B.]
154 Omitted by Notification No IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021).
155 Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019).
156Substituted by Notification No. IBBI/2019-20/GN/REG/040 dated 24th January, 2019 (w.e.f. 24-01-2019).
157Substituted by Notification No. IBBI/2019-20/GN/REG/040 dated 24th January, 2019 (w.e.f. 24-01-2019).
86
10. The CIRP has been conducted as per the timeline indicated as under:
Section of the Code /
Regulation No.
Description of Activity
Latest Timeline
under regulation
40A
Actual Date
Section 16(1)
Commencement of CIRP and Appointment of
IRP
T
T
Regulation 6(1)
Publication of Public Announcement
T+3
Section 15(1)(c)
/Regulation 12 (1)
Submission of Claims
T+14
Regulation 13(1)
Verification of Claims
T+21
Section 26(6A) /
Regulation 15A
Application for Appointment of Authorised
Representative, if necessary
T+23
Regulation 17(1)
Filing of Report Certifying Constitution of CoC
T+23
Section 22(1) and
regulation 17(2)
First Meeting of the CoC
T+30
Regulation 35A
Determination of fraudulent and other transactions
T+115
Regulation 27
Appointment of two Registered Valuers
T+47
[158Regulation 36
(1)
Submission of Information Memorandum to CoC
T+54]
Regulation 36A
Invitation of EoI
T+75
Publication of Form G
T+75
Provisional List of Resolution Applicants
T+100
Final List of Resolution Applicants
T+115
Regulation 36B
Issue of Request for Resolution Plan, which
includes Evaluation Matrix and Information
Memorandum to Resolution Applicants
T+105
Section 30(6) /
Regulation 39(4)
Submission of CoC approved Resolution Plan
T+165
Section 31(1)
Approval of Resolution Plan
T=180
11. The time frame proposed for obtaining relevant approvals is as under:
Sl. No.
Nature of Approval
Name of applicable
Law
Name of Authority
who
will
grant
Approval
When to be obtained
1
2
3
12. The Resolution Plan is not subject to any contingency.
or
The Resolution Plan is subject to the following contingencies (Elaborate the contingencies):
i…………………………………………………………………
ii………………………………………………………………...
158Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019).
87
13. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016,
regulations made or circulars issued thereunder (If any deviation/ non-compliances were observed, please state the
details and reasons for the same):
Sl.
No.
Deviation/Non-compliance
observed
Section of the Code /
Regulation No. / Circular
No.
Reasons
Whether rectified or
not
1
2
3
14. The Resolution Plan is being filed ….. days before the expiry of the period of CIRP provided in section 12 of the
Code.
159[14A. Whether the resolution professional has, in accordance with regulation 35A,-
(a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency
commencement date:
Yes / No
(b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency
commencement date:
Yes / No]
15. Provide details of section 66 or avoidance application filed / pending.
Sl.
No.
Type of Transaction
Date of Filing with
Adjudicating
Authority
Date of Order of the
Adjudicating
Authority
Brief
of
the
Order
1
Preferential
transactions
under
section 43
2
Undervalued
transactions
under
section 45
3
Extortionate
credit
transactions
under section 50
4
Fraudulent
transactions
under
section 66
160[15A. The committee has approved a plan providing for contribution under regulation 39B as under:
a.
Estimated liquidation cost:
Rs…………..
b. Estimated liquid assets available: Rs…………..
c.
Contributions required to be made: Rs………….
d. Financial creditor wise contribution is as under:
159 Inserted by Notification No. IBBI/2021-22/GN/REG075, dated 14th July, 2021 (w.e.f. 14-07-2021).
160 Substituted by Notification No. IBBI/2019-20/GN/REG048, dated 25th July, 2019 (w.e.f. 25-07-2019).
88
Sl. No.
Name of financial creditor
Amount to be contributed (Rs.)
1
2
..
Total
15B. The committee has recommended under regulation 39C as under:
a.
Sale of corporate debtor as a going concern:
Yes / No
b. Sale of business of corporate debtor as a going concern: Yes / No
The details of recommendation are available with the resolution professional.
15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during
the liquidation period under regulation 39D.]
16. I (Name of Resolution Professional) hereby certify that the contents of this certificate are true and correct to the
best of my knowledge and belief, and nothing material has been concealed therefrom.
(Signature)
Name of the Resolution Professional:
IP Registration No:
Address as registered with the Board:
Email id as registered with the Board:
Date:
Place:]
161[Schedule-II
(Under Regulation 34B of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016)
Minimum Fixed Fee.
1. Minimum fixed fee as per the table -1 below shall be paid to the interim resolution
professional or the resolution professional, as the case may be, for the period mentioned in
clause 2:
Table-1: Minimum Fixed Fee Structure
Quantum of Claims Admitted
Minimum Fee
Per Month
(Rs. lakh)
(i) Less than or equal to Rs. 50 crore
1.00
(ii) More than Rs.50 crore but less than or equal to Rs.500 crore
2.00
161 Inserted by Notification No. IBBI/2022-23/GN/REG091, dated 13th September, 2022 (w.e.f. 13.09-2022)
89
(iii) More than Rs.500 crore but less than or equal to Rs.2,500
crore
3.00
(iv) More than Rs.2,500 crore but less than or equal to
Rs.10,000 crore
4.00
(v) More than Rs.10,000 crore
5.00
Period for minimum fixed fee.
2. The minimum fixed fee shall be applicable for the period, from appointment as interim
resolution professional or resolution professional, till the time of –
(a) submission of application for approval of resolution plan under section 30;
(b) submission of application to liquidate the corporate debtor under section 33;
(c) submission of application for withdrawal under section 12A; or
(d) order for closure of corporate insolvency resolution process;
whichever is earlier.
Performance-linked incentive fee for timely resolution.
3. In cases where resolution plan is submitted to the Adjudicating Authority within the time
period given in table-2 from the insolvency commencement date, performance-linked incentive
fee as per table-2 may be paid to the resolution professional, after approval of such resolution
plan by the Adjudicating Authority on commencement of payment to creditors by the resolution
applicant.
Table-2: Performance-linked incentive fee for timely resolution
Performance-linked incentive fee for value maximisation.
4. The performance-linked incentive fee for value maximisation may be paid to the resolution
professional at the rate of one per cent of the amount by which the realisable value is higher
than the liquidation value, after approval of the resolution plan by Adjudicating Authority on
commencement of payment to creditors by the resolution applicant.
Explanation: For the purposes of clause 3 and clause 4, “realisable value” means the amount
payable to creditors in the resolution plan approved under section 31.
Illustration -
A corporate debtor having liquidation value of twenty crore rupees was resolved and the
realisable value to creditors was one hundred crore rupees. The resolution plan was submitted
to the Adjudicating Authority on 170th day from the insolvency commencement date. The
committee has decided to pay the performance-linked incentive fees under clause 3 and 4.
Time period from insolvency commencement date
Fee as % of
Realisable
Value
(i) Less than or equal to 165 days
1.00
(ii) More than 165 days but less than or equal to 270 days
0.75
(iii) More than 270 days but less than or equal to 330 days
0.50
(iv) More than 330 days
0.00
90
In this case, fee payable to the resolution professional shall be as under:
(i) Performance-linked incentive fee for timely resolution: 0.75% of Rs. 100 crore = Rs.75
lakh, and
(ii) Performance-linked incentive fee for value maximisation: 1.00% of Rs. 80 crore (Rs.100
crore – Rs.20 crore) = Rs.80 lakh.]
