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INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (VOLUNTARY
LIQUIDATION PROCESS) REGULATIONS, 20171
[AMENDED UPTO 15.01.2020]
IBBI/2016-17/GN/REG010. -In exercise of the powers conferred by sections 59, 196
and 208 read with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of
2016), the Board 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
(Voluntary Liquidation Process) Regulations, 2017.
(2)
These Regulations shall come into force on1st April, 2017.
(3)
These Regulations shall apply to the voluntary liquidation of corporate persons
under Chapter V of Part II of the Insolvency and Bankruptcy Code, 2016.
2.
Definitions.
(1)
In these Regulations, unless the context otherwise requires-
(a)
“Code” means the Insolvency and Bankruptcy Code, 2016;
(b)
“contributory” means a member of a company, partner of a limited liability
partnership, and any other person liable to contribute towards the assets of
the corporate person in the event of its liquidation;
2[(ba) “Corporate Voluntary Liquidation Account” means the Corporate
Voluntary Liquidation Account operated and maintained by the Board under
regulation 39;]
(c)
“liquidation commencement date” means the date on which the proceedings
for voluntary liquidation commence as per section 59(5) and Regulation
3(4);
(d)
“Registrar” shall have the same meaning assigned to it under section 2(75)
of the Companies Act, 2013 or section 2(1)(s) of the Limited Liability
Partnership Act, 2008 or the authority administering the Act under which
the corporate person is incorporated, as applicable;
(e)
“section” means a section of the Code; and
1Vide Notification No. IBBI/2016-17/GN/REG010, dated 31st March, 2017, published in the Gazette of
India, Extraordinary, Part III, Sec.4, vide No. 130, dated 31st March, 2017 (w.e.f. 01.04.2017).
2 Ins. by Notification No. IBBI/2019-20/GN/REG054, dated 15th Jan., 2020 (w.e.f. 15.01.2020).
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(f)
“stakeholders” mean the stakeholders entitled to proceeds from the sale of
liquidation assets under section 53.
(2)
The term liquidation in these Regulations refers to voluntary liquidation.
(3)
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.
CHAPTER II
COMMENCEMENT OF LIQUIDATION
3.
Initiation of Liquidation
(1)
Without prejudice to section 59(2), liquidation proceedings of a corporate person
shall meet the following conditions, namely: —
(a)
a declaration from majority of
(i)
the designated partners, if a corporate person is a limited liability
partnership,
(ii)
individuals constituting the governing body in case of other corporate
persons,
as the case may be, verified by an affidavit stating that-
(i)
they have made a full inquiry into the affairs of the corporate person
and they have formed an opinion that either the corporate person has
no debt or that it will be able to pay its debts in full from the proceeds
of assets to be sold in the liquidation; and
(ii)
the corporate person is not being liquidated to defraud any person;
(b)
the declaration under sub-clause (a) shall be accompanied with the
following documents, namely: —
(i)
audited financial statements and record of business operations
of the corporate person for the previous two years or for the
period since its incorporation, whichever is later;
(ii)
a report of the valuation of the assets of the corporate person, if
any prepared by a registered valuer;
(c) within four weeks of a declaration under sub-clause (a), there shall
be-
(i)
a resolution passed by a special majority of the partners or
contributories, as the case may be, of the corporate person
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requiring the corporate person to be liquidated and appointing
an insolvency professional to act as the liquidator; or
(ii)
a resolution of the partners or contributories, as the case may
be, requiring the corporate person to be liquidated as a result of
expiry of the period of its duration, if any, fixed by its
constitutional documents or on the occurrence of any event in
respect of which the constitutional documents provide that the
corporate person shall be dissolved, as the case may be, and
appointing an insolvency professional to act as the liquidator:
Provided that the corporate person owes any debt to any person, creditors representing
two-thirds in value of the debt of the corporate person shall approve the resolution
passed under sub-clause (c) within seven days of such resolution.
(2)
The corporate person shall notify the Registrar and the Board about the resolution
under sub-regulation (1) to liquidate the corporate person within seven days of
such resolution or the subsequent approval by the creditors, as the case may be.
(3)
Subject to approval of the creditors under sub-regulation (1), the liquidation
proceedings in respect of a corporate person shall be deemed to have commenced
from the date of passing of the resolution under sub-clause (c) of sub-regulation
(1):
Explanation: For the purposes of sub-regulations (1) to (3), corporate person means a
corporate person other than a company.
(4) The declaration under sub-regulation (1)(a) or under section 59(3)(a) shall list
each debt of the corporate person as on that date and state that the corporate
person will be able to pay all its debts in full from the proceeds of assets to be
sold in the liquidation.
4.
Effect of liquidation.
(1)
The corporate person shall from the liquidation commencement date cease to
carry on its business except as far as required for the beneficial winding up of its
business.
(2)
Notwithstanding the provisions of sub-section (1), the corporate person shall
continue to exist until it is dissolved under section 59(8).
CHAPTER III
APPOINTMENT AND REMUNERATION OF LIQUIDATOR
5.
Appointment of Liquidator.
(1)
An insolvency professional shall not be appointed by a corporate person if he is
not eligible under Regulation 6.
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(2)
The resolution passed under regulation 3(2)(c) or under section 59(3)(c), as the
case may be, shall contain the terms and conditions of the appointment of the
liquidator, including the remuneration payable to him.
6.
Eligibility for appointment as liquidator.
(1)
An insolvency professional shall be eligible to be appointed as a liquidator if he,
and every partner or director of the insolvency professional entity of which he is
a partner or director is independent of the corporate person:
Explanation: A person shall be considered independent of the corporate person, if he-
(a)
is eligible to be appointed as an independent director on the board of the
corporate person under section 149 of the Companies Act, 2013 (18 of
2013), where the corporate person is a company;
(b)
is not a related party of the corporate person; or
(c)
has not been an employee or proprietor or a partner-
(i)
of a firm of auditors or 3[secretarial auditors] or cost auditors of the
corporate person; or
(ii)
of a legal or a consulting firm, that has or had any transaction with
the corporate person contributing ten per cent or more of the gross
turnover of such firm,
at any time in the last three years.
(2)
An insolvency professional shall not be eligible to be appointed as a liquidator if
he, or the insolvency professional entity of which he is a partner or director is
under a restraint order of the Board.
(3)
A liquidator shall disclose the existence of any pecuniary or personal relationship
with the concerned corporate person or any of its stakeholders as soon as he
becomes aware of it, to the Board and the Registrar.
(4)
An insolvency professional shall not continue as a liquidator if the insolvency
professional entity of which he is a director or partner, or any other partner or
director of such insolvency professional entity represents any other stakeholder
in the same liquidation.
7.
Liquidator’s remuneration.
The remuneration payable to the liquidator shall form part of the liquidation cost.
3 Substituted by Notification No. IBBI/2019-20/GN/REG039, dated 15th January, 2019 (w.e.f. 15-01-
2019). The words, before substitution stood as: “company secretaries”.
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CHAPTER IV
POWERS AND FUNCTIONS OF THE LIQUIDATOR
8.
Reporting.
(1)
The liquidator shall prepare and submit-
(a)
Preliminary Report;
(b)
Annual Status Report;
(c)
Minutes of consultations with stakeholders; and
(d)
Final Report
in the manner specified under these Regulations.
(2)
Subject to other provisions of these Regulations, the liquidator shall make the
reports and minutes referred to sub-regulation (1) available to a stakeholder in
either electronic or physical form, on receipt of-
(a)
an application in writing;
(b)
cost of making such reports available to it; and
(c)
an undertaking from the stakeholder that it shall maintain confidentiality of
such reports and shall not use these to cause an undue gain or undue loss to
itself or any other person.
9.
Preliminary Report.
(1)
The liquidator shall submit a Preliminary Report to the corporate person within
forty five days from the liquidation commencement date, detailing-
(a)
the capital structure of the corporate person;
(b)
the estimates of its assets and liabilities as on the liquidation
commencement date based on the books of the corporate person:
Provided that if the liquidator has reasons to believe, to be recorded in writing,
that the books of the corporate person are not reliable, he shall also provide such
estimates based on reliable records and data otherwise available to him;
(c)
Whether he intends to make any further inquiry in to any matter relating to
the promotion, formation or failure of the corporate person or the conduct
of the business thereof; and
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(d)
the proposed plan of action for carrying out the liquidation, including the
timeline within which he proposes to carry it out and the estimated
liquidation costs.
10.
Registers and books of account.
(1)
Where the books of account of the corporate person are incomplete on the
liquidation commencement date, the liquidator shall have them completed and
brought up-to-date, with all convenient speed.
(2)
The liquidator shall maintain the following registers and books, as may be
applicable, in relation to the liquidation of the corporate debtor:-
(a)
Cash Book;
(b)
Ledger;
(c)
Bank Ledger;
(d)
Register of Fixed Assets and Inventories;
(e)
Securities and Investment Register;
(f)
Register of Book Debts and Outstanding Debts;
(g)
Tenants Ledger;
(h)
Suits Register;
(i)
Decree Register;
(j)
Register of Claims and Dividends;
(k)
Contributories Ledger;
(l)
Distributions Register;
(m) Fee Register;
(n)
Suspense Register;
(o)
Documents Register;
(p)
Books Register;
(q)
4[Register of unclaimed dividends and undistributed proceeds; and]
4 Subs. by Notification No. IBBI/2019-20/GN/REG054, dated 15th Jan., 2020 (w.e.f. 15.01.2020).
Before substitution, it stood as: “Register of unclaimed dividends and undistributed properties
deposited in accordance with Regulation 39; and”.
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(r)
such other books or registers as may be necessary to account for
transactions entered into by him in relation to the corporate debtor.
(3)
The registers and books under sub-regulation (2) may be maintained in the forms
indicated in Schedule II, with such modifications as the liquidator may deem fit
in the facts and circumstances of the liquidation.
(4)
The liquidator shall keep receipts for all payments made or expenses incurred by
him.
11.
Engagement of professionals.
(1)
A liquidator may engage professionals to assist him in the discharge of his duties,
obligations and functions for a reasonable remuneration and such remuneration
shall form part of the liquidation cost.
(2)
The liquidator shall not engage a professional under sub-regulation (1) who is his
relative, is a related party of the corporate person or has served as an auditor to
the corporate person at any time during the five years preceding the liquidation
commencement date.
(3)
A professional engaged or proposed to be engaged under sub-regulation(1) shall
disclose the existence of any pecuniary or personal relationship with any of the
stakeholders, or the corporate person as soon as he becomes aware of it, to the
liquidator.
12.
Consultation with stakeholders.
(1)
The stakeholders consulted under section 35(2) shall extend all assistance and
cooperation to the liquidator to complete the liquidation of the corporate person.
(2)
The liquidator shall maintain the particulars of any consultation with the
stakeholders made under this Regulation.
13.
Extortionate credit transactions.
A transaction shall be considered an extortionate credit transaction under section
50(2) where the terms-
(a)
require the corporate person to make exorbitant payments in respect of the
credit provided; or
(b)
are unconscionable under the principles of law relating to contracts.
14.
Public announcement by the liquidator.
(1)
The liquidator shall make a public announcement in Form A of Schedule I within
five days from his appointment.
(2)
The public announcement shall-
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(a)
call upon stakeholders to submit their claims as on the liquidation
commencement date; and
(b)
provide the last date for submission of claim, which shall be thirty days
from the liquidation commencement date.
(3)
The announcement shall be published-
(a)
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 person and any other location where in the opinion of the
liquidator, the corporate person conducts material business operations;
(b)
on the website, if any, of the corporate person; and
(c)
on the website, if any, designated by the Board for this purpose.
CHAPTER V
CLAIMS
15.
Proof of claim.
A person, who claims to be a stakeholder, shall prove his claim for debt or dues
to him, including interest, if any, as on the liquidation commencement date.
16.
Claims by operational creditors.
(1)
A person claiming to be an operational creditor of the corporate person, other
than a workman or employee, shall submit proof of claim to the liquidator in
person, by post or by electronic means in Form B of Schedule I.
(2)
The existence of debt due to an operational creditor under this Regulation may
be proved on the basis of-
(a)
the records available with an information utility; or
(b)
other relevant documents which adequately establish the debt, including
any of the following -
(i)
a contract for the supply of goods or services with corporate person,
supported by an invoice demanding payment for the goods and
services supplied to the corporate person;
(ii)
an order of a court or tribunal that has adjudicated upon the non-
payment of a debt, if any; and
(iii) financial accounts of the corporate person.
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17.
Claims by financial creditors.
(1)
A person claiming to be a financial creditor of the corporate person shall submit
proof of claim to the liquidator in electronic means in Form C of Schedule I.
(2)
The existence of debt due to the financial creditor may be proved on the basis of-
(a)
the records available in an information utility; or
(b)
other relevant documents which adequately establish the debt, including
any or all of the following -
(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 person under a facility has been drawn by
the corporate person;
(iii) financial statements showing that the debt has not been repaid; and
(iv) an order of a court or tribunal that has adjudicated upon the non-
payment of a debt, if any.
18.
Claims by workmen and employees.
(1)
A person claiming to be a workman or an employee of the corporate person shall
submit proof of claim to the liquidator in person, by post or by electronic means
in Form D of Schedule I.
(2)
Where there are dues to numerous workmen or employees of the corporate
person, an authorized representative may submit one proof of claim for all such
dues on their behalf in Form E of 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 in an information utility; or
(b)
other relevant documents which adequately establish the dues, including
any or all of the following -
(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 amount and any
documentary or other proof that payment has not been made; and
(iii) an order of a court or tribunal that has adjudicated upon the non-
payment of dues, if any.
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(4)
The liquidator shall admit the claims of a workman or an employee on the basis
of the books of account of the corporate person if such workman or employee has
not made a claim.
19.
Claims by other stakeholders.
(1)
A person, claiming to be a stakeholder other than those under Regulations 16, 17
or 18 shall submit proof of claim to the liquidator in person, by post or by
electronic means in Form F of Schedule I.
(2) The existence of the claim of the stakeholder may be proved on the basis of -
(a)
the records available in an information utility; or
(b)
other relevant documents which adequately establish the claim, including
any or all of the following-
(i)
documentary evidence of notice demanding payment of unpaid
amount or bank statements of the claimant showing that the claim has
not been paid and an affidavit that the documentary evidence and
bank statements are true, valid and genuine;
(ii)
documentary or electronic evidence of his shareholding; and
(iii) an order of a court, tribunal or other authority that has adjudicated
upon the non-payment of a claim, if any.
20.
Proving security interest.
The existence of a security interest may be proved by a secured creditor on the
basis of-
(a)
the records available in an information utility;
(b)
certificate of registration of charge issued by the Registrar of Companies;
(c)
proof of registration of charge with the Central Registry of Securitisation
Asset Reconstruction and Security Interest of India; or
(d)
other relevant documentswhich adequately establish the security interest.
21.
Production of bills of exchange and promissory notes.
Where a person seeks to prove a debt in respect of a bill of exchange, promissory
note or other negotiable instrument or security of a like nature for which the
corporate person is liable, such bill of exchange, note, instrument or security, as
the case may be, shall be produced before the liquidator before the claim is
admitted.
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22.
Substantiation of claims.
The liquidator may call for such other evidence or clarification as he deems fit
from a claimant for substantiating the whole or part of its claim.
23.
Cost of proof.
(1)
A claimant shall bear the cost of proving its claim.
(2)
Costs incurred by the liquidator for verification and determination of a claim shall
form part of liquidation cost:
Provided that if a claim or part of the claim is found to be false, the liquidator
shall endeavor to recover the costs incurred for verification and determination of
claim from such claimant, and shall provide the details of the claimant to the
Board.
24.
Determination of amount of claim.
Where the amount claimed by a claimant is not precise due to any contingency or
any other reason, the liquidator shall make the best estimate of the amount of the
claim, based on consultation with the claimant and the corporate person and the
information available with him.
25.
Debt in foreign currency.
The claims denominated in foreign currency shall be valued in Indian currency at
the official exchange rate as on the liquidation commencement date.
Explanation- “The official exchange rate” is the reference rate published by the
Reserve Bank of India or derived from such reference rates.
26.
Periodical payments.
In the case of rent, interest and such other payments of a periodical nature, a
person may claim only for any amounts due and unpaid up to the liquidation
commencement date.
27.
Debt payable at future time.
(1)
A person may prove for a claim whose payment was not yet due on the liquidation
commencement date and is entitled to distribution in the same manner as any
other stakeholder.
(2)
Subject to any contract to the contrary, where a stakeholder has proved for a claim
under sub-regulation (1), and the debt has not fallen due before distribution, he
is entitled to distribution of the admitted claim reduced as follows-
X/ (1+r)n
where–
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(a)
“X” is the value of the admitted claim;
(b)
“r” is the closing yield rate (%) of government securities of the maturity of
“n” on the date of distribution as published by the Reserve Bank of India;
and
(c)
“n” is the period beginning with the date of distribution and ending with
the date on which the payment of the debt would otherwise be due,
expressed in years and months in a decimalized form.
28.
Mutual credits and set-off.
Where there are mutual dealings between the corporate person and another party,
the sums due from one party shall be set off against the sums due from the other
to arrive at the net amount payable to the corporate person or to the other party.
Illustration: X owesRs.100 to the corporate person. The corporate person owes
Rs.70 to X. After set off, Rs.30 is payable by X to the corporate person.
29.
Verification of claims
(1)
The liquidator shall verify the claims submitted within thirty days from the last
date for receipt of claims and may either admit or reject the claim, in whole or in
part, as the case may be, as per section 40 of the Code.
(2)
A creditor may appeal to the Adjudicating Authority against the decision of the
liquidator as per section 42 of the Code.
30.
List of stakeholders.
(1)
The liquidator shall prepare a list of stakeholders on the basis of proofs of claims
submitted and accepted under these Regulations, with-
(a)
the amounts of claim admitted, if applicable,
(b)
the extent to which the debts or dues are secured or unsecured, if applicable,
(c)
the details of the stakeholders, and
(d)
the proofs admitted or rejected in part, and the proofs wholly rejected.
(2)
The liquidator shall prepare the list of stakeholders within forty-five days from
the last date for receipt of claims.
(3)
The list of stakeholders, as modified from time to time, shall be-
(a)
available for inspection by the persons who submitted proofs of claim;
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(b)
available for inspection by members, partners, directors and guarantors of
the corporate person;
(c)
displayed on the website, if any, of the corporate person;
(d)
displayed on the website, if any, designated by the Board for this purpose.
CHAPTER VI
REALISATION OF ASSETS
31.
Manner of sale.
The liquidator may value and sell the assets of the corporate person in the manner
and mode approved by the corporate person in compliance with provisions, if
any, in the applicable statute.
Explanation: “assets” include an asset, all assets, a set of assets or parcel of
assets, as the case may be, in relation to sale of assets.
32.
Recovery of monies due.
The liquidator shall endeavor to recover and realize all assets of and dues to the
corporate person in a time-bound manner for maximization of value for the
stakeholders.
33.
Liquidator to realize uncalled capital or unpaid capital contribution.
(1)
The liquidator shall realize any amount due from any contributory to the
corporate person.
(2)
Notwithstanding any charge or encumbrance on the uncalled capital of the
corporate person, the liquidator shall be entitled to call and realize the uncalled
capital of the corporate person and to collect the arrears if any due on calls made
prior to the liquidation commencement date, by providing a notice to the
contributory to make the payments within fifteen days from the receipt of the
notice, but shall hold all moneys so realized subject to the rights, if any, of the
holder of any such charge or encumbrance.
(3)
No distribution shall be made to a contributory, unless he makes his contribution
to the uncalled or unpaid capital as required in the constitutional documents of
the corporate person.
CHAPTER VII
PROCEEDS OF LIQUIDATION AND DISTRIBUTION OF PROCEEDS
34.
All money to be paid in to bank account.
(1)
The liquidator shall open a bank account in the name of the corporate person
followed by the words ‘in voluntary liquidation’, in a scheduled bank, for the
receipt of all moneys due to the corporate person.
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(2)
The liquidator shall pay to the credit of the bank account opened under sub-
regulation (1) all moneys, including cheques and demand drafts received by him
as the liquidator of the corporate person, and the realizations of each day shall be
deposited into the bank account without any deduction not later than the next
working day.
(3)
The money in the credit of the bank account shall not be used except in
accordance with section 53(1).
(4)
All payments out of the account by the liquidator above five thousand rupees
shall be made by cheques drawn or online banking transactions against the bank
account.
35.
Distribution.
(1)
The liquidator shall distribute the proceeds from realization within six months
from the receipt of the amount to the stakeholders.
(2)
The liquidation costs shall be deducted before such distribution is made.
(3)
The liquidator may, with the approval of the corporate person, distribute amongst
the stakeholders, an asset that cannot be readily or advantageously sold due to its
peculiar nature or other special circumstances.
36.
Return of money.
A stakeholder shall forthwith return any monies received by him in distribution,
which he was not entitled to at the time of distribution, or subsequently became
not entitled to.
37.
Completion of liquidation.
(1)
The liquidator shall endeavor to complete the liquidation process of the corporate
person within twelve months from the liquidation commencement date.
(2)
In the event of the liquidation process continuing for more than twelve months,
the liquidator shall-
(a)
hold a meeting of the contributories of the corporate person within fifteen
days from the end of the twelve months from the liquidation
commencement date, and at the end every succeeding twelve months till
dissolution of the corporate person; and
(b)
shall present an Annual Status Report(s)indicating progress in liquidation,
including-
(i)
settlement of list of stakeholders,
(ii)
details of any assets that remains to be sold and realized,
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(iii) distribution made to the stakeholders, and
(iv) distribution of unsold assets made to the stakeholders;
(v)
developments in any material litigation, by or against the corporate
person; and
(vi) filing of, and developments in applications for avoidance of
transactions in accordance with Chapter III of Part II of the Code.
(3)
The Annual Status Report shall enclose the audited accounts of the liquidation
showing the receipts and paymentspertaining to liquidation since the liquidation
commencement date.
38.
Final Report.
(1)
On completion of the liquidation process, the liquidator shall prepare the Final
Report consisting of -
(a)
audited accounts of the liquidation, showing receipts and payments
pertaining to liquidation since the liquidation commencement date; and
(b)
a statement demonstrating that-
(i)
the assets of the corporate person has been disposed of;
(ii)
the debt of the corporate person has been discharged to the
satisfaction of the creditors;
(iii) no litigation is pending against the corporate person or sufficient
provision has been made to meet the obligations arising from any
pending litigation.
(c)
a sale statement in respect of all assets containing -
(i)
the realized value;
(ii)
cost of realization, if any;
(iii) the manner and mode of sale;
(iv)
an explanation for the shortfall, if the value realized is less than the
value assigned by the registered valuer in the report of the valuation
of assets under section 59(3)(b)(ii) or Regulation 3(1)(b)(ii), as the
case may be;
(v)
the person to whom the sale is made; and
(vi) any other relevant details of the sale.
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(2)
The liquidator shall send the Final Report forthwith, to the Registrar and the
Board.
(3)
The liquidator shall submit the Final Report to the Adjudicating Authority along
with the application under section 59(7).
5[39. Corporate Voluntary Liquidation Account.
(1) The Board shall operate and maintain an Account to be called the Corporate
Voluntary Liquidation Account in the Public Accounts of India:
Provided that until the Corporate Voluntary Liquidation Account is operated as part
of the Public Accounts of India, the Board shall open a separate bank account with a
Scheduled bank for the purposes of this regulation.
(2) A liquidator shall deposit the amount of unclaimed dividends, if any, and
undistributed proceeds, if any, in a liquidation process along with any income earned
thereon till the date of deposit, into the Corporate Voluntary Liquidation Account
before he submits an application under sub-section (7) of section 59.
(3) A liquidator, who holds any amount of unclaimed dividends or undistributed
proceeds in a liquidation process on the date of commencement of the Insolvency and
Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations,
2020, shall deposit the same within fifteen days of the date of such commencement,
along with any income earned thereon till the date of deposit.
(4) A liquidator, who fails to deposit any amount into the Corporate Voluntary
Liquidation Account under this regulation, shall deposit the same along with interest
thereon at the rate of twelve percent per annum from the due date of deposit till the date
of deposit.
(5) A liquidator shall submit to the authority with which the corporate person is
registered and the Board, the evidence of deposit of the amount into the Corporate
Voluntary Liquidation Account under this regulation, and a statement in Form-G setting
forth the nature of the amount deposited into the Corporate Voluntary Liquidation
5 Subs. by Notification No. IBBI/2019-20/GN/REG054, dated 15th Jan., 2020 (w.e.f. 15.01.2020). Before
substitution, it stood as:
“39. Unclaimed proceeds of liquidation or undistributed assets.
(1)
Before the order of dissolution is passed under section 59(8), the liquidator shall apply to the Adjudicating Authority for
an order to pay into the Companies Liquidation Account in the Public Account of India any unclaimed proceeds of
liquidation or undistributed assets or any other balance payable to the stakeholders in his hands on the date of the order
of dissolution.
(2)
Any liquidator who retains any money which should have been paid by him into the Companies Liquidation Account
under this Regulation shall pay interest on the amount retained at the rate of twelve per cent per annum, and also pay such
penalty as may be determined by the Board.
(3)
The liquidator shall, when making any payment referred to in sub-regulation (1), furnish to the Registrar and the Board,
a statement setting forth the nature of the sums included, the names and last known addresses of the stakeholders entitled
to participate therein, the amount to which each is entitled to and the nature of their claim.
(4)
The liquidator shall be entitled to a receipt from the Reserve Bank of India for any money paid to it under sub-regulation
(2), and such receipt shall be an effectual discharge of the liquidator in respect thereof.
(5)
A person claiming to be entitled to any money paid into the Companies Liquidation Account may apply to the Board for
an order for payment of the money claimed; which may, if satisfied that such person is entitled to the whole or any part
of the money claimed, make an order for the payment to that person of the sum due to him, after taking such security from
him as it may think fit.
(6)
Any money paid into the Companies Liquidation Account in pursuance of this Regulation, which remains unclaimed
thereafter for a period of fifteen years shall be transferred to the general revenue account of the Central Government.”
17
Account, and the names and last known addresses of the stakeholders entitled to receive
the unclaimed dividends or undistributed proceeds.
(6) The liquidator shall be entitled to a receipt from the Board for any amount deposited
into the Corporate Voluntary Liquidation Account under this regulation.
(7) A stakeholder, who claims to be entitled to any amount deposited into the Corporate
Voluntary Liquidation Account, may apply to the Board in Form-H for an order for
withdrawal of the amount:
Provided that if any other person other than the stakeholder claims to be entitled
to any amount deposited to the Corporate Voluntary Liquidation Account, he shall
submit evidence to satisfy the Board that he is so entitled.
(8) The Board may, if satisfied that the stakeholder or any other person referred to under
sub-regulation (7) is entitled to withdrawal of any amount from the Corporate
Voluntary Liquidation Account, make an order for the same in favour of that
stakeholder or that other person.
(9) The Board shall maintain a corporate person-wise ledger of the amount deposited
into and the amount withdrawn from the Corporate Voluntary Liquidation Account
under this regulation.
(10) The Board shall nominate an officer of the level of Executive Director of the Board
as the custodian of the Corporate Voluntary Liquidation Account and no proceeds shall
be withdrawn without his approval.
(11) The Board shall maintain proper accounts of the Corporate Voluntary Liquidation
Account and get the same audited annually.
(12) The audit report along with the statement of accounts of the Corporate Voluntary
Liquidation Account referred to in sub-regulation (11) shall be placed before the
Governing Board and shall be forwarded to the Central Government.
(13) Any amount deposited into the Corporate Voluntary Liquidation Account in
pursuance of this regulation, which remains unclaimed or undistributed for a period of
fifteen years from the date of order of dissolution of the corporate person and any
amount of income or interest received or earned in the Corporate Voluntary Liquidation
Account shall be transferred to the Consolidated Fund of India.]
39.
Detection of Fraud or Insolvency
(1)
Where the liquidator is of the opinion that the liquidation is being done to defraud
a person, he shall make an application to the Adjudicatory Authority to suspend
the process of liquidation and pass any such orders as it deems fit.
(2)
Where the liquidator is of the opinion that the corporate person will not be able
to pay its debts in full from the proceeds of assets to be sold in the liquidation, he
shall make an application to the Adjudicating Authority to suspend the process
of liquidation and pass any such orders as it deems fit.
40.
Preservation of records.
The liquidator shall preserve a physical or an electronic copy of the reports,
registers and books of account referred to in Regulations 8 and 10 for at least
eight years after the dissolution of the corporate person, either with himself or
with an information utility.
18
SCHEDULE I
FORM A
PUBLIC ANNOUNCEMENT
(Regulation 14 of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
FOR THE ATTENTION OF THE STAKEHOLDERSOF [Name of Corporate
person]
1.
NAME OF CORPORATE PERSON
2.
DATE OF INCORPORATION OF CORPORATE PERSON
3.
AUTHORITY UNDER WHICH CORPORATE PERSON IS
INCORPORATED/ REGISTERED
4.
CORPORATE IDENTITY NUMBER / LIMITED LIABILITY
IDENTITY NUMBER OF CORPORATE PERSON
5.
ADDRESS OF THE REGISTERED OFFICE AND PRINCIPAL
OFFICE (IF ANY) OF CORPORATE PERSON
6.
LIQUIDATION COMMENCEMENT DATE OF CORPORATE
PERSON
7.
NAME, ADDRESS, EMAIL ADDRESS, TELEPHONE
NUMBER AND THE REGISTRATION NUMBER OF THE
LIQUIDATOR
8.
LAST DATE FOR SUBMISSION OF CLAIMS
Notice is hereby given that the [name of the corporate person] has commenced
voluntary liquidation on [liquidation commencement date].
The stakeholders of [name of the corporate person] are hereby called upon to submit a
proof of their claims, on or before 6[insert the date falling thirty days from the
liquidation commencement date], to the liquidator at the address mentioned against item
7.
The financial creditors shall submit their proof of claims by electronic means only. All
other stakeholders may submit the proof of claims in person, by post or by electronic
means.
Submission of false or misleading proofs of claim shall attract penalties.
Name and Signature of the Liquidator:
Date and Place:
6 Substituted by Notification No. IBBI/2019-20/GN/REG039, dated 15th January, 2019 (w.e.f. 15-01-
2019). The words, before substitution stood as under:
“insert the date falling thirty days after the liquidation commencement date”.
19
FORM B
PROOF OF CLAIM BY OPERATIONAL CREDITORS EXCEPT
WORKMEN AND EMPLOYEES
(Under Regulation 16 of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
[Date]
To
The Liquidator
[Name of the Liquidator]
[Address as set out in the public announcement]
From
[Name and address of the operational creditor]
Subject: Submission of proof of claim in respect of the voluntary liquidation of [name
of corporate person] under the Insolvency and Bankruptcy Code, 2016.
Madam/Sir,
[Name of the operational creditor] hereby submits this proof of claim in respect of the
voluntary liquidation of [name of corporate person]. The details for the same are set
out below:
1. NAME 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)
2. ADDRESS OF OPERATIONAL CREDITOR FOR CORRESPONDENCE
3. TOTAL AMOUNT OF CLAIM, INCLUDING ANY INTEREST, AS AT
VOLUNTARY LIQUIDATION PROCESS COMMENCEMENT DATE
AND DETAILS OF NATURE OF CLAIM
4. DETAILS OF ANY DISPUTE AS WELL AS THE RECORD OF
PENDENCY OF SUIT OR ARBITRATION PROCEEDINGS
5. DETAILS OF HOW AND WHEN DEBT INCURRED
6. DETAILS OF ANY MUTUAL CREDIT, MUTUAL DEBTS, OR OTHER
MUTUAL DEALINGS BETWEEN THE CORPORATE PERSON AND
THE OPERATIONAL CREDITOR WHICH MAY BE SET-OFF
AGAINST THE CLAIM
7. DETAILS OF ANY RETENTION OF TITLE IN RESPECT OF GOODS
OR PROPERTIES TO WHICH THE DEBT REFERS OR ANY OTHER
SECURITY
20
Signature of operational creditor or person
authorised to act on his behalf
(Please enclose the authority if this is being
submitted on behalf of the operational creditor)
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.
AFFIDAVIT
I, [name of deponent], currently residing at [address of deponent], do solemnly
affirm and state as follows:
1.
The above named corporate person was, at liquidation commencement date,
that is, the __________ day of __________ 20______ and still is, justly and truly
indebted to me [or to me and[insert name of co-partners], my co-partners in trade, or,
as the case may be] for a sum of Rs. __________ for _____ [please state
consideration].
2.
In respect of my claim of the said sum or any part thereof, I have relied on and
the documents specified below:
[Please list out the documents relied on as evidence of debt.]
3.
The said documents are true, valid and genuine to the best of my knowledge,
information and belief.
4.
In respect of the said sum or any part thereof, I have not, nor have my partners
or any of them, nor has any person, by my/our order, to my/our knowledge or belief,
8. DETAILS OF ANY ASSIGNMENT OR TRANSFER OF DEBT IN HIS
FAVOUR
9. DETAILS OF THE BANK ACCOUNT TO WHICH THE OPERATIONAL
CREDITOR’S SHARE OF THE PROCEEDS OF LIQUIDATION CAN BE
TRANSFERRED
10. LIST OUT AND ATTACH THE DOCUMENTS RELIED ON IN
SUPPORT OF THE CLAIM.
21
for my/ our 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 person and the operational creditor which may be set-off against
the claim.]
Solemnly, affirmed at _____________________ on _________________ day, the
__________day of__________ 20_____
Before me,
Notary / Oath Commissioner
Deponent's signature
VERIFICATION
I, the Deponent hereinabove, do hereby verify and affirm that the contents of para ___
to __of this affidavit are true and correct to my knowledge and belief. Nothing is false
and nothing material has been concealed therefrom.
Verified at ________ on this ________ day of ________ 201_____
Deponent's signature
FORM C
PROOF OF CLAIM BY FINANCIAL CREDITORS
(Under Regulation 17 of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
[Date]
To
The Liquidator
[Name of the Liquidator]
[Address as set out in the public announcement]
From
[Name and address of the registered office and principal office of the financial
creditor]
Subject: Submission of proof of claim in respect of the voluntary liquidation of [name
of corporate person] under the Insolvency and Bankruptcy Code, 2016.
Madam/Sir,
22
[Name of the financial creditor] hereby submits this proof of claim in respect of the
voluntary liquidation of [name of corporate person]. The details for the same are set
out below:
1.
NAME OF 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)
2.
ADDRESS AND EMAIL OF FINANCIAL CREDITOR FOR
CORRESPONDENCE.
3.
TOTAL AMOUNT OF CLAIM, INCLUDING ANY INTEREST,
AS AT THE LIQUIDATION COMMENCEMENT DATE AND
DETAILS OF NATURE OF CLAIM (WHETHER TERM LOAN,
SECURED, UNSECURED)
4.
DETAILS OF ANY ORDER OF A COURT OF TRIBUNAL
THAT HAS ADJUDICATED ON THE NON-PAYMENT OF
DEBT
5.
DETAILS OF HOW AND WHEN DEBT INCURRED
6.
DETAILS OF ANY MUTUAL CREDIT, MUTUAL DEBTS, OR
OTHER MUTUAL DEALINGS BETWEEN THE CORPORATE
PERSON AND THE FINANCIAL CREDITOR WHICH MAY BE
SET-OFF AGAINST THE CLAIM
7.
DETAILS OF ANY SECURITY HELD, THE VALUE OF THE
SECURITY, AND THE DATE IT WAS GIVEN
8.
DETAILS OF ANY ASSIGNMENT OR TRANSFER OF DEBT
IN HIS FAVOUR
9.
DETAILS OF THE BANK ACCOUNT TO WHICH THE
FINANCIAL CREDITOR’S SHARE OF THE PROCEEDS OF
LIQUIDATION CAN BE TRANSFERRED
10.
LIST
OUT
AND
ATTACH
THE DOCUMENTS
BY
REFERENCE
TO
WHICH
THE
DEBT
CAN
BE
SUBSTANTIATED AND IN SUPPORT OF THE CLAIM.
Signature of financial creditor or person authorised to act on his
behalf
(please enclose the authority if this is being submitted on behalf
a financial creditor)
Name in BLOCK LETTERS
Position with or in relation to creditor
23
Address of person signing
*PAN, Passport, AADHAAR Card or the identity card issued by the Election
Commission of India.
AFFIDAVIT
I, [name of deponent], currently residing at [address of deponent], do solemnly
affirm and state as follows:
1.
The above named corporate person was, at the voluntary liquidation
commencement date, that is, the __________ day of __________ 20____ and still is,
justly and truly indebted to me [or to me and[insert name of co-partners], my co--
partners in trade, or, as the case may be] for a sum of Rs. __________ for ……..[please
state consideration].
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 debt and of non-payment.]
3.
The said documents are true, valid and genuine to the best of my knowledge,
information and belief.
4.
In respect of the said sum or any part thereof, I have not, nor have my partners
or any of them, nor has any person, by my/our order, to my/our knowledge or belief,
for my/ our 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 person and the financial creditor which may be set-off against
the claim.]
Solemnly, affirmed at _____________________ on _________________ day, the
__________day of__________ 20_____
Before me,
Notary / Oath Commissioner.
Deponent's signature.
VERIFICATION
I, the Deponent hereinabove, do hereby verify and affirm that the contents of para ___
to __of this affidavit are true and correct to my knowledge and belief. Nothing is false
and nothing material has been concealed therefrom.
Verified at ________ on this ________ day of ________ 201___.
24
Deponent's signature.
FORM D
PROOF OF CLAIM BY A WORKMAN OR EMPLOYEE
(Under Regulation 18(1) of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
[Date]
To
The Liquidator
[Name of the Liquidator]
[Address as set out in public announcement]
From
[Name and address of the workman / employee]
Subject: Submission of proof of claim in respect of voluntary liquidation of (Name of
corporate person) under the Insolvency and Bankruptcy Code, 2016.
Madam/Sir,
[Name of the workman / employee], hereby submits this proof of claim in respect of the
voluntary liquidation of [name of corporate person]. The details for the same are set
out below:
1. NAME OF WORKMAN / EMPLOYEE
2. PAN, 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 VOLUNTARY
LIQUIDATION COMMENCEMENT DATE)
5. DETAILS OF ANY DISPUTE AS WELL AS THE RECORD OF
PENDENCY OR ORDER OF SUIT OR ARBITRATION
PROCEEDINGS
6. DETAILS OF HOW AND WHEN CLAIM AROSE
7. DETAILS OF ANY MUTUAL CREDIT, MUTUAL DEBTS, OR
OTHER MUTUAL DEALINGS BETWEEN THE CORPORATE
PERSON AND THE WORKMAN / EMPLOYEE WHICH MAY
BE SET-OFF AGAINST THE CLAIM
8. DETAILS OF THE BANK ACCOUNT TO WHICH THE
WORKMAN / EMPLOYEE’S SHARE OF THE PROCEEDS OF
LIQUIDATION CAN BE TRANSFERRED
25
9. LIST
OUT
AND
ATTACH
THE DOCUMENTS
BY
REFERENCE
TO
WHICH
THE
DEBT
CAN
BE
SUBSTANTIATED AND RELIED ON IN SUPPORT OF THE
CLAIM.
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
AFFIDAVIT
I, [name of deponent], currently residing at [insert address], do solemnly affirm
and state as follows:
1. [Name of corporate person], the corporate person was, at the liquidation
commencement date, that is, the __________ day of __________ 20__, justly and truly
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]
The said documents are true, valid and genuine to the best of my knowledge,
information and belief.
3. In respect of the said sum or any part thereof, I have not nor has 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 person and the workman / employee which may be set-off against
the claim.]
Solemnly, affirmed at [insert place] on _________________ day, the __________day
of__________ 20_____
Before me,
Notary/ Oath Commissioner
Deponent's signature
26
VERIFICATION
I, the Deponent hereinabove, do hereby verify and affirm that the contents of paragraph
___ to __of this affidavit are true and correct to my knowledge and belief and no
material facts have been concealed therefrom.
Verified at ______ on this _____ day of ____ 201__
Deponent's signature.
FORM E
PROOF OF CLAIM BY AUTHORISED REPRESENTATIVE OF WORKMEN
OR EMPLOYEES
(Under Regulation 18(2) of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
[Date]
To
The Liquidator
[Name of the Liquidator]
[Address as set out in the public announcement]
From
[Name and address of the authorised representative of workmen/ employees]
Subject: Submission of proof of claim in respect of the voluntary liquidation of [name
of corporate person] under the Insolvency and Bankruptcy Code, 2016.
Madam/Sir,
I, [name of duly authorised representative of the workmen/ employees] currently
residing at [address of duly authorised representative of the workmen/ employees], on
behalf of the workmen and employees employed by the above named corporate person,
solemnly affirm and say:
1. That the abovenamed corporate person was, on the voluntary liquidation
commencement date, that is, the ________ day of ______ 20 ___ and still is, justly
truly indebted to the several persons whose names, addresses, and descriptions
appear in the Annexure below for amounts severally set against their names in such
Annexure for wages, remuneration and other amounts due to them respectively as
workmen or/ and employees in the employ of the corporate person in respect of
services rendered by them respectively to the corporate person during such periods
as are set out against their respective names in the said Annexure.
27
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 credits, mutual debts, or other mutual dealings
between the corporate person and the workmen / employees which may be set-off
against the claim.]
Signature
:
ANNEXURE
1. Particulars of how dues were incurred by the corporate person, including
particulars of any dispute as well as the record of pendency of suit or arbitration
proceedings.
2. Particulars of any mutual credit, mutual debts, or other mutual dealings between
the corporate person and the workmen / employee which may be set-off against
the claim.
3. Please list out and attach the documents relied on to prove the claim.
1.
Details of Employees/ Workmen
S
NO.
NAME OF
EMPLOYEE/
WORKMEN
IDENTIFICATION
NUMBER
(PAN/,
PASSPORT
NUMBER/,
AADHAAR NO. /
ID CARD ISSUED
BY
THE
ELECTION
COMMISSION
AND EMPLOYEE
NO.,IF ANY
TOTAL
AMOUNT DUE
AND DETAILS
ON NATURE OF
CLAIM
PERIOD
OVER
WHICH
AMOUNT
DUE
DETAILS
OF
EVIDENCE
OF
DEBT
INCLUDING
EMPLOYMENT
CONTRACTS
AND
OTHER
PROOFS
1.
2.
3.
28
AFFIDAVIT
I, [insert full name, address and occupation of deponent] do solemnly affirm
and state as follows:
1. The above named corporate person was, at the liquidation commencement date that
is, the __________ day of __________ 20__ and still is, justly and truly indebted to the
workmen and employees for a sum of Rs. __________ for _____ [please state the
nature and duration of employment].
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 proof]
3. The said documents are true, valid and genuine to the best of my knowledge,
information and belief.
4. In respect of the said sum or any part thereof, the workmen / employees have not,
nor has any person, by my order, to my knowledge or belief, for my use, had or has
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 person and the workmen / employees which may be set-off
against the claim.]
Solemnly, affirmed at _____________________ on _________________ day, the
__________day of__________ 20_____
Before me,
Notary / Oath Commissioner.
Deponent's signature
VERIFICATION
I, the Deponent hereinabove, do hereby verify and affirm that the contents of para ___
to __of this affidavit are true and correct to my knowledge and belief. Nothing is false
and nothing material has been concealed therefrom.
Verified at _______ on this _______ day of _______ 201___
Deponent's signature
29
FORM F
PROOF OF CLAIM BY ANY OTHER STAKEHOLDER
(Under Regulation 19of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
[Date]
To
The Liquidator
[Name of the Liquidator]
[Address as set out in the public announcement]
From
[Name and address of the other stakeholder]
Subject: Submission of proof of claim in respect of the voluntary liquidation of [name
of corporate person] under the Insolvency and Bankruptcy Code, 2016.
Madam/Sir,
[Name of the stakeholder] hereby submits this proof of claim in respect of the
liquidation in the case of [name of corporate person]. The details for the same are set
out below:
1. NAME OF STAKE-HOLDER
(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)
2. ADDRESS AND EMAIL OF THE STAKEHOLDER
FOR CORRESPONDENCE.
3. TOTAL AMOUNT OF CLAIM, INCLUDING ANY
INTEREST
AS
AT
LIQUIDATION
COMMENCEMENT AND DETAILS OF NATURE OF
CLAIM
4. DETAILS OF HOW AND WHEN CLAIM AROSE
5. DETAILS OF ANY MUTUAL CREDIT, MUTUAL
DEBTS,
OR
OTHER
MUTUAL
DEALINGS
BETWEEN THE CORPORATE PERSON AND THE
OTHER STAKEHOLDER WHICH MAY BE SET-OFF
AGAINST THE CLAIM
30
6. DETAILS OF ANY RETENTION OF TITLE IN
RESPECT OF GOODS OR PROPERTIES TO WHICH
THE CLAIM REFERS
7. DETAILS OF ANY ASSIGNMENT OR TRANSFER
OF DEBT IN HIS FAVOUR
8. DETAILS OF THE BANK ACCOUNT TO WHICH
THE OTHER STAKEHOLDER’S SHARE OF THE
PROCEEDS
OF
LIQUIDATION
CAN
BE
TRANSFERRED
9. LIST OUT AND ATTACH THE DOCUMENTS BY
REFERENCE TO WHICH THE CLAIM CAN BE
SUBSTANTIATED OR WHICH CAN BE RELIED
UPON IN SUPPORT OF THE CLAIM.
Signature of stakeholder or person authorised to act on his behalf
(Please enclose the authority if this is being submitted on behalf of the other
stakeholder)
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.
AFFIDAVIT
I, [insert full name, address and occupation of deponent to be given] do
solemnly affirm and state as follows:
1. The above named corporate person was, at the liquidation commencement date,that
is, the __________ day of __________ 20__ and still is, justly and truly indebted
to me [or to me and [insert name of co-partner], my co-partners in trade, or, as the case
may be,] for a sum of Rs. __________ for _____ [please state consideration].
2. In respect of my claim of the said sum or any part thereof, I have relied on the
documents specified below:
31
[Please list the documents relied on as evidence of proof.]
3. The said documents are true, valid and genuine to the best of my knowledge,
information and belief.
4. In respect of the said sum or any part thereof, I have not, nor have my partners or
any of them, nor has any person, by my/our order, to my/our knowledge or belief, for
my/ our 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 person and the other stakeholder which may be set-off against
the claim.]
Solemnly, affirmed at _____________________ on _________________ day, the
__________day of__________ 20_____
Before me,
Notary / Oath Commissioner.
Deponent's signature.
VERIFICATION
I, the Deponent hereinabove, do hereby verify and affirm that the contents of para ___
to __of this affidavit are true and correct to my knowledge and belief. Nothing is false
and nothing material has been concealed therefrom.
Verified at ______ on this ______ day of ______ 201__
Deponent's signature.
7[FORM-G
Deposit of Unclaimed Dividends and/or Undistributed Proceeds
[Under Regulation 39(5) of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017]
A. Details of Voluntary Liquidation Process
Sl. No.
Description
Particulars
(1)
(2)
(3)
1
Name of the Corporate Person
2
Identification Number of Corporate Person (CIN/LLPIN)
3
Voluntary Liquidation Commencement Date
4
Date of Deposit into the Corporate Voluntary Liquidation Account
5
Amount deposited into the Corporate Voluntary Liquidation Account (Rs.)
6
Bank Account from which the amount is transferred to Corporate Voluntary Liq
uidation Account
a. Account No:
b. Name of Bank:
7 Ins. by Notification No. IBBI/2019-20/GN/REG054, dated 15th Jan., 2020 (w.e.f. 15.01.2020).
32
c. IFSC:
d. MICR:
e. Address of Branch of the Bank:
7
Details of the Amount (Rs.) deposited into Corporate Voluntary Liquidation Acc
ount
a. Unclaimed dividends
b. Undistributed proceeds
c. Income earned till the due date of deposit
d. Interest at the rate of twelve per cent on the amount retained beyond du
e date (Please show computation of interest amount)
Total
B. Details of Stakeholders entitled to Unclaimed Dividends or Undistributed
Proceeds
Sl.
No.
Name
of
stakeholder
entitled
to
receive
unclaimed
dividends
or
undistributed
proceeds
Address,
phone number
and
email
address of the
stakeholder
Identification
Number
of
the
stakeholder
(PAN,
CIN/LLPIN/DIN,
Aadhaar No.) (Please
attach Identification
proof.)
Amount due
to
the
stakeholder
(Rs.)
Nature
of
Amount
due
Remarks
(1)
(2)
(3)
(4)
(5)
(6)
(7)
1
2
3
C. Details of Deposit made into the Corporate Voluntary Liquidation Account
I (Name of Liquidator) have deposited Rs…… (Rupees ….only) into the Corporate
Voluntary Liquidation Account on …. vide acknowledgment no.. … dated ……
I (Name of Liquidator) hereby certify that the details provided in this Form are true and
correct to the best of my knowledge and belief, and nothing material has been
concealed.
(Signature)
Name of the Liquidator
Date:………….. IP
Registration No:
Place:…………………….. Address as registered with the
Board:
Email id as registered with the Board:
FORM-H
Withdrawal from Corporate Voluntary Liquidation Account
[Under Regulation 39(7) of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017]
Sl. No.
Description
Particulars
(1)
(2)
(3)
1
Name of the Corporate Person
2
Identification Number of Corporate Person (CIN/LLPIN)
3
Voluntary Liquidation Commencement Date
4
Date of Dissolution Order
5
Date of Deposit into the Corporate Voluntary Liquidation Account
33
6
Name of the Stakeholder seeking withdrawal
7
Identification Number of the Stakeholder
a. PAN
b. CIN/LLPIN/DIN
c. Aadhaar No.
8
Address and Email Address of Stakeholder
9
Amount of Claim of the Stakeholder, admitted by the Liquidator
10
Amount of unclaimed dividends / undistributed proceeds deposited by the
Liquidator in the Corporate Voluntary Liquidation Account against the
stakeholder
11
Amount of unclaimed dividends / undistributed proceeds the Stakeholder
seeks to withdraw from the Corporate Voluntary Liquidation Account
12
Bank Account to which the amount is to be transferred from the Corporate
Voluntary Liquidation Account, if withdrawal is approved
(a) Account No.:
(b) Name of Bank:
(c) IFSC:
(d) MICR:
(e) Address of Branch of the Bank:
13
Reasons for not taking dividend or proceeds during the Voluntary Liquidation
Process
14
Any legal disability in applying for withdrawal? (Yes / No), If yes, please
provide details
DECLARATION
I, [Name of stakeholder], currently residing at [insert address], hereby declare and
state as follows:
1. I am entitled to receive a sum of Rs…. (Rupees … only) from the Corporate
Voluntary Liquidation Account, as presented above.
2. 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, has received any manner of
satisfaction or security whatsoever, save and except the following: ...............
3. I undertake to refund the entire amount with interest as decided by the Board,
in case the Board finds that I am not entitled to this amount.
4. I authorise the Board to initiate appropriate legal action against me if my claim
is found false at any time.
Date:
Place: (Signature of the
Stakeholder)
VERIFICATION
I, [Name] the stakeholder hereinabove, do hereby verify that the contents of this Form
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
Stakeholder)
[Note: In the case of a 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]]
34
SCHEDULE II
(Under Regulation 10 of the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017)
The formats contained in this Schedule are indicative in nature, and the
liquidator may make such modifications to them as he deems fit in view of the
facts and circumstances of the liquidation.
CASH BOOK
Name of Corporate person.......................................................(in liquidation)
DateParticularsLedger
Folio
No.
Receipt
Payments
Balance
Voucher
No.
CashBank Total Voucher
No.
Cash BankTotalCashBank Total
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Under column 'particulars', the head of account to which the entry relates to should be
indicated so that the entry may be posted under the proper head in the General
Ledger.
GENERAL LEDGER
Name of Corporate person.......................................................(in liquidation)
.......................................................(Head of account)
Date
Particulars
Dr.
(Rs.)
Cr.
(Rs.)
Balance
(Rs.)
1
2
3
4
5
Instructions:
1.A General Ledger should be maintained with such heads of account as the liquidator
may think necessary and appropriate. The following heads of account may be found
suitable:
(1) Asset account
(2) Investments account
(3) Book Debts and Outstandings account
(4) Calls
35
(5) Rent Collected/rent receivable
(6) Interest on Securities and Deposits
(7) Advances received
(8) Miscellaneous receipts payments
(9) Establishment
(10) Legal charges
(11) Rents, Rates and Taxes payable
(12) Fees and Commission account
(13) Other expenses
(14) Suspense account
(15) Secured creditors
(16) Dividend account.
2. The entries in the General Ledger should be posted from the Cash Book.
3. The total of the debit balances and the total of the credit balances of the several heads
of account in the General Ledger should agree, after taking into consideration the cash
and bank balances as shown in the Cash Book. The totals should be tallied once a
month.
BANK LEDGER
Corporate person’s (in voluntary liquidation) account with the Scheduled Bank
Date Particulars
Deposits Withdrawals Balance
Challan
Number
Rs.
Cheque
Number
Rs.
Rs.
1
2
3
4
5
6
7
REGISTER OF ASSETS
Sl.
No.
Description
of assets
Date of
taking
possession
Serial
number
of
Sales
Register
Date
of
sale
Date of
realization
Amount
Remarks
1
2
3
4
5
6
7
8
1.
2.
Instructions:
36
1. All the assets of the corporate person except the liquidator’s investments in
securities and outstanding to be realized should be entered in this Register.
SECURITIES AND INVESTMENTS REGISTER
Sl. No.
Petition
number
and name
of the
corporate
person
Date of
investment
Nature
and
particulars
of security
in which
investment
is made
Amount
Invested
(Rs.)
Dividend
or
interest
received
with date
of receipt
(Rs.)
Date of
disposal
Rema
rks
1
2
3
4
5
6
7
8
1.
2.
REGISTER OF BOOK DEBTS AND OUTSTANDINGS
Sl. No.
Name
and
addres
s
of
debtor
Particul
ars of
debt
Amo
unt
due
(Rs.)
Date
of bar
by
limitat
ion
Amo
unt
realis
ed
(Rs.)
Acti
on
take
n
Date of
realisat
ion
Refere
nce to
Suits
Regist
er
Re
ma
rks
1.
2
3
4
5
6
7
8
9
10
1.
2.
3.
Instructions:
1. All debts due to the corporate person, both secured and unsecured, including amounts
due for arrears of calls made prior to the liquidation, should be entered in this
Register.
TENANTS LEDGER
1. Description of assets:
2. Name and address of tenant:
3. Date of tenancy:
4. Period of tenancy:
5. Rent (monthly or annual):
6. Special terms, if any:
7. Arrears on date of taking charge of assets:
8. Advance received, if any:
Month
Demand
Realization
Balance
Remarks
37
Amount
(Rs.)
Date
Amount
(Rs.)
Amount
(Rs.)
1
2
3 4
5
6
January
February
SUITS REGISTER
Sl.
No.
Nu
mb
er
of
suit
or
ap
pea
l
an
d
cou
rt
Nam
e and
addr
ess
of
plain
tiff/
appel
lant
and
his
advo
cate
Name
and
addres
s of
defend
ant/
respon
dent
and
his
advoc
ate
Amo
unt
of
clai
m
Da
te
of
fili
ng
Date
s of
hear
ing
Dat
e of
dec
ree
or
fina
l
ord
er
Natu
re of
relie
f
gran
ted
Amo
unt
decr
eed
Cost
s
decr
eed
Referen
ce to
Decree
Registe
r
Re
mar
ks
1
2
3
4
5
6
7
8
9
10
11
12
13
1.
2.
Instructions:
1.Applications made by or against the corporate person which are in the nature of
suits should alsobe entered in this Register.
DECREE REGISTER
Number
of suit or
appeal
and
court
Name
and
address
of judg-
ment
debtor
Amoun
t
Decree
d
(Rs.)
Date
of
decree
Action
taken
Amount
realized
(Rs.)
Date
of
realisa
-
tion
Referenc
e to
Suits
Register
1
2
3
4
5
6
7
8
1.
2.
38
Instructions:
1. The purpose of the Register is to enable the liquidator to keep watch on the progress
of the realization of decrees in favor of the corporate person in his charge.
2. Every decree or order for payment of money or delivery of assets in favor of the
corporate person including an order for payment of costs whether made in a suit, appeal
or application, should be entered in this Register.
REGISTER OF CLAIMS AND DISTRIBUTIONS
Claims
Distributions declared and paid
Re
m
ar
ks
Sl.
No.
Na
me
an
d
Ad
dre
ss
of
cre
dit
or
Am
ou
nt
cla
im
ed
(Rs
.)
N
at
ur
e
of
cl
ai
m
(
R
s.
)
A
mo
unt
ad
mit
ted
(R
s.)
Wh
eth
er
or
din
ary
or
pre
fer
ent
ial
D
a
t
e
A
m
o
u
n
t
(
R
s.
)
Da
te
an
d
M
od
e
of
Pa
ym
ent
Ra
te
A
m
ou
nt
(R
s.)
D
at
e
an
d
m
od
e
of
pa
ym
en
t
Ra
te
A
m
ou
nt
(R
s.)
Da
te
an
d
mo
de
of
pa
ym
ent
1
2
3
4
5
6
7
8
9
10
11 12
13
14
15
16
1.
2.
Instructions:
1. Only claims admitted either wholly or in part should be entered in this Register.
2. The page on the left side should be reserved for claims and the page on the right
side for Distributions.
CONTRIBUTORY’S LEDGER
Sl.
No.
Name
and
address
of
contrib
utory
Calls
Rem
arks
Returns of share
capital
Remar
ks
First call
2nd
call/
3rd
call
Date
of
Pay
ment
Amo
unt
paid
(Rs.)
39
Numb
er of
share
s or
extent
of
intere
st
held,a
nd
amou
nt
paid
there
on
Dat
e of
call
and
amo
unt
call
ed
Amo
unt
paid
and
date
of
pay
ment
(Rep
eat
colu
mns
as
unde
r first
call)
Da
te
of
ret
ur
n
1
2
3
4 5 6 to
9
10
11
12
13
14
1.
2.
Instructions:
Only contributories settled on the list should be entered in this Register and they
should be entered in the same order as in the list.
DISTRIBUTIONS REGISTER
Date on which distribution is made:
Total amount payable in this round of distribution:
Date
Number on list of
stakeholders
Particulars Receipts
Payments
1
2
3
4
5
1.
2.
Instructions:
1. Separate pages should be set apart for preferential and ordinary distributions.
2. The payments should be entered as and when they are made. Any amount which is
returned unpaid should be re-entered in the account under ‘Receipts’.
3. The number in column 2 should be the number of the stakeholders in the list of
stakeholders as finally settled.
4. The total amount of unclaimed distribution payable into the 8[Corporate Voluntary
Liquidation Account], and the amount paid into the Bank with the date of payment,
should be shown at the end of the account.
8 Subs. by Notification No. IBBI/ 2019-20/GN/ REG054 dated 15th January, 2020 (w.e.f. 15.01.2020).
Before substitution, the words stood as: “Public Account of India”
40
FEE REGISTER
Amount realized
on which fee are
payable
Amount distributed
on which fee are
payable
Fee payable on the
amounts in the two
preceding columns
Total fee
payable
Date of
payment
1
2
3
5
6
1.
2.
Instructions:
1. There should be a fresh opening for each year.
2. The fees due to the liquidator should be entered in the Register as soon as the audit
of the account for a quarter is completed.
SUSPENSE REGISTER
Date
Particulars
Debit (Rs.) Credit(Rs.)
Balance (Rs.)
1
2
3
4
5
1.
2.
Instructions:
1. Advances made by the liquidator to any person should be entered in this Register.
2. There should be a separate opening for each person.
DOCUMENTS REGISTER
Instruction: All documents of title like title-deeds, shares, promissory notes, etc.,
should be entered in this Register.
Sl. No.
Description
of
document
Date of
receipt
From
whom
received
Reference
number of
shelf in which
document is
kept
How
disposed
of
Rema
rks
1
2
3
4
5
6
7
1.
2.
41
BOOKS REGISTER
Date
From
whom
received
Serial
Number
Description
of books,
including
files
Shelf
number
How
disposed
of
Remarks
1
2
3
4
5
6
7
1.
2.
Instruction: All books and files of the corporate person which come into the hands of
the liquidator should be entered in this Register.
REGISTER OF UNCLAIMED DIVIDENDS AND UNDISTRIBUTED
9[PROCEEDS] DEPOSITED
Sl. No. Name of
person
entitled
to the
dividend
or
return
Whether
Creditor or
Contributory
Number on
list of
stakeholders
Date of
declaration
of dividend
or return
Rate of
dividend
or return
Total
amount
payable
(Rs.)
1
2
3
4
5
6
7
1.
2.
Dr. M.S. Sahoo
Chairperson
Insolvency and Bankruptcy Board of India
9 Subs. by Notification No. IBBI/ 2019-20/GN/ REG054 dated 15th January, 2020 (w.e.f. 15.01.2020).
Before substitution, the words stood as: “ASSETS”.
