Insolvency and Bankruptcy Code, 2016

1. (1) This Code may be called the Insolvency and Bankruptcy Code, 2016.

(2)It extends to the whole of India:

⁹²³* * * * *

(3)It shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint⁹²⁴:

Provided that different dates may be appointed for different provisions of this Code and any reference in any such provision to the commencement of this Code shall be construed as a reference to the commencement of that provision.

2. The provisions of this Code shall apply to—

(a)any company incorporated under the Companies Act, 2013 (18 of 2013) or under any previous company law;

(b)any other company governed by any special Act for the time being in force, except in so far as the said provisions are inconsistent with the provisions of such special Act;

(c)any Limited Liability Partnership incorporated under the Limited Liability Partnership Act, 2008 (6 of 2009);

(d)such other body incorporated under any law for the time being in force, as the Central Government may, by notification, specify in this behalf; ⁹²⁵***

⁹²⁶[(e)personal guarantors to corporate debtors;

(f)partnership firms and proprietorship firms; and

(g)individuals, other than persons referred to in clause (e),]

In this Code, unless the context otherwise requires,—

(1)“Board” means the Insolvency and Bankruptcy Board of India established under sub-section (1) of section 188;

(2)“bench” means a bench of the Adjudicating Authority;

(3)“bye-laws” mean the bye-laws made by the insolvency professional agency under section 205;

(4)“charge” means an interest or lien created on the property or assets of any person or any of its undertakings or both, as the case may be, as security and includes a mortgage;

(5)“Chairperson” means the Chairperson of the Board;

(6)“claim” means—

(a)a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, secured or unsecured;

(b)right to remedy for breach of contract under any law for the time being in force, if such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, matured, unmatured, disputed, undisputed, secured or unsecured;

(7)“corporate person” means a company as defined in clause (20) of section 2 of the Companies Act, 2013 (18 of 2013), a limited liability partnership, as defined in clause (n) of sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), or any other person incorporated with limited liability under any law for the time being in force but shall not include any financial service provider;

(8)“corporate debtor” means a corporate person who owes a debt to any person;

(9)“core services” means services rendered by an information utility for—

(a)accepting electronic submission of financial information in such form and manner as may be specified;

(b)safe and accurate recording of financial information;

(c)authenticating and verifying the financial information submitted by a person; and

(d)providing access to information stored with the information utility to persons as may be specified;

(10)“creditor” means any person to whom a debt is owed and includes a financial creditor, an operational creditor, a secured creditor, an unsecured creditor and a decree-holder;

(11)“debt” means a liability or obligation in respect of a claim which is due from any person and includes a financial debt and operational debt;

(12)“default” means non-payment of debt when whole or any part or instalment of the amount of debt has become due and payable and is not ³⁹⁹[paid] by the debtor or the corporate debtor, as the case may be;

(13)“financial information”, in relation to a person, means one or more of the following categories of information, namely:—

(a)records of the debt of the person;

(b)records of liabilities when the person is solvent;

(c)records of assets of person over which security interest has been created;

(d)records, if any, of instances of default by the person against any debt;

(e)records of the balance sheet and cash-flow statements of the person; and

(f)such other information as may be specified;

(14)“financial institution” means—

(a)a scheduled bank;

(b)financial institution as defined in section 45-I of the Reserve Bank of India Act, 1934 (2 of 1934);

(c)public financial institution as defined in clause (72) of section 2 of the Companies Act, 2013 (18 of 2013); and

(d)such other institution as the Central Government may by notification specify as a financial institution;

(15)“financial product” means securities, contracts of insurance, deposits, credit arrangements including loans and advances by banks and financial institutions, retirement benefit plans, small savings instruments, foreign currency contracts other than contracts to exchange one currency (whether Indian or not) for another which are to be settled immediately, or any other instrument as may be prescribed;

(16)“financial service” includes any of the following services, namely:—

(a)accepting of deposits;

(b)safeguarding and administering assets consisting of financial products, belonging to another person, or agreeing to do so;

(c)effecting contracts of insurance;

(d)offering, managing or agreeing to manage assets consisting of financial products belonging to another person;

(e)rendering or agreeing, for consideration, to render advice on or soliciting for the purposes of—

(i)buying, selling, or subscribing to, a financial product;

(ii)availing a financial service; or

(iii)exercising any right associated with a financial product or financial service;

(f)establishing or operating an investment scheme;

(g)maintaining or transferring records of ownership of a financial product;

(h)underwriting the issuance or subscription of a financial product; or

(i)selling, providing, or issuing stored value or payment instruments or providing payment services;

(17)“financial service provider” means a person engaged in the business of providing financial services in terms of authorisation issued or registration granted by a financial sector regulator;

(18)“financial sector regulator” means an authority or body constituted under any law for the time being in force to regulate services or transactions of financial sector and includes the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India, the Pension Fund Regulatory Authority and such other regulatory authorities as may be notified by the Central Government;

(19)“insolvency professional” means a person enrolled under section 206 with an insolvency professional agency as its member and registered with the Board as an insolvency professional under section 207;

(20)“insolvency professional agency” means any person registered with the Board under section 201 as an insolvency professional agency;

(21)“information utility” means a person who is registered with the Board as an information utility under section 210;

(22)“notification” means a notification published in the Official Gazette, and the terms “notified” and “notify” shall be construed accordingly;

(23)“person” includes—

(a)an individual;

(b)a Hindu Undivided Family;

(c)a company;

(d)a trust;

(e)a partnership;

(f)a limited liability partnership; and

(g)any other entity established under a statute, and includes a person resident outside India;

(24)“person resident in India” shall have the meaning as assigned to such term in clause (v) of section 2 of the Foreign Exchange Management Act, 1999 (42 of 1999);

(25)“person resident outside India” means a person other than a person resident in India;

(26)“prescribed” means prescribed by rules made by the Central Government;

(27)“property” includes money, goods, actionable claims, land and every description of property situated in India or outside India and every description of interest including present or future or vested or contingent interest arising out of, or incidental to, property;

⁴⁰⁰[(27A)“registered valuer” shall have the same meaning as assigned to it under Chapter XVII of the Companies Act, 2013 (18 of 2013);]

(28)“regulations” means the regulations made by the Board under this Code;

(29)“Schedule” means the Schedule annexed to this Code;

(30)“secured creditor” means a creditor in favour of whom security interest is created;

(31)“security interest” means right, title or interest or a claim to property, created in favour of, or provided for a secured creditor by a transaction which secures payment or performance of an obligation and includes mortgage, charge, hypothecation, assignment and encumbrance or any other agreement or arrangement securing payment or performance of any obligation of any person: ⁴⁰⁰[Explanation.—For the removal of doubts, it is hereby clarified that the security interest shall exist only if it creates a right, title or interest or a claim to a property pursuant to an agreement or arrangement, by the act of two or more parties, and shall not include a security interest created merely by operation of any law for the time being in force;]

Provided that security interest shall not include a performance guarantee;

⁴⁰⁰[(31A)“service provider” means an insolvency professional, insolvency professional agency, information utility, registered valuer and any person falling within the category of persons notified by the Central Government, for rendering services in relation to insolvency and bankruptcy processes under this Code and is registered with the Board;]

(32)“specified” means specified by regulations made by the Board under this Code and the term “specify” shall be construed accordingly;

(33)“transaction” includes a agreement or arrangement in writing for the transfer of assets, or funds, goods or services, from or to the corporate debtor;

(34)“transfer” includes sale, purchase, exchange, mortgage, pledge, gift, loan or any other form of transfer of right, title, possession or lien;

(35)“transfer of property” means transfer of any property and includes a transfer of any interest in the property and creation of any charge upon such property;

(36)“workman” shall have the same meaning as assigned to it in clause (s) of section 2 of the Industrial Disputes Act, 1947 (14 of 1947);

(37)words and expressions used but not defined in this Code but defined in the Indian Contract Act, 1872 (9 of 1872), the Indian Partnership Act, 1932 (9 of 1932), the Securities Contact (Regulation) Act, 1956 (42 of 1956), the Securities Exchange Board of India Act, 1992 (15 of 1992), the Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993), the Limited Liability Partnership Act, 2008 (6 of 2009) and the Companies Act, 2013 (18 of 2013), shall have the meanings respectively assigned to them in those Acts. PART II INSOLVENCY RESOLUTION AND LIQUIDATION FOR CORPORATE PERSONS

(1)This Part shall apply to matters relating to the insolvency and liquidation of corporate debtors where the minimum amount of the default is ⁴⁰¹[one crore rupees]:

Provided that the Central Government may, by notification, specify the minimum amount of default of higher value which shall not be more than one crore rupees. ⁴⁰²[Provided further that the Central Government may, by notification, specify such minimum amount of default of higher value, which shall not be more than one crore rupees, for matters relating to the pre-packaged insolvency resolution process of corporate debtors under Chapter III-A.]

In this Part, unless the context otherwise requires,—

(1)“Adjudicating Authority”, for the purposes of this Part, means National Company Law Tribunal constituted under section 408 of the Companies Act, 2013 (18 of 2013);

(2)“auditor” means a chartered accountant certified to practice as such by the Institute of Chartered Accountants of India under section 6 of the Chartered Accountants Act, 1949 (38 of 1949);

⁴⁰³[(2A)“avoidance transaction” means a transaction as referred to in sections 43, 45, 49 and 50;] ⁴⁰²[⁴⁰⁴[(2B)] “base resolution plan” means a resolution plan provided by the corporate debtor under clause (c) of sub-section (4) of section 54A;]

(3)“Chapter” means a Chapter under this Part;

(4)“constitutional document”, in relation to a corporate person, includes articles of association, memorandum of association of a company and incorporation document of a Limited Liability Partnership;

(5)“corporate applicant” means—

(a)corporate debtor; or

(b)a member or partner of the corporate debtor who is authorised to make an application for the corporate insolvency resolution process ⁴⁰⁵[or the pre-packaged insolvency resolution process, as the case may be,] under the constitutional document of the corporate debtor; or

(c)an individual who is in charge of managing the operations and resources of the corporate debtor; or

(d)a person who has the control and supervision over the financial affairs of the corporate debtor;

⁴⁰⁶[(5A)“corporate guarantor” means a corporate person who is the surety in a contract of guarantee to a corporate debtor;]

(6)“dispute” includes a suit or arbitration proceedings relating to—

(a)the existence of the amount of debt;

(b)the quality of goods or service; or

(c)the breach of a representation or warranty;

(7)“financial creditor” means any person to whom a financial debt is owed and includes a person to whom such debt has been legally assigned or transferred to;

(8)“financial debt” means a debt along with interest, if any, which is disbursed against the consideration for the time value of money and includes—

(a)money borrowed against the payment of interest;

(b)any amount raised by acceptance under any acceptance credit facility or its de-materialised equivalent;

(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)the amount of any liability in respect of any lease or hire purchase contract which is deemed as a finance or capital lease under the Indian Accounting Standards or such other accounting standards as may be prescribed;

(e)receivables sold or discounted other than any receivables sold on non-recourse basis;

(f)any amount raised under any other transaction, including any forward sale or purchase agreement, having the commercial effect of a borrowing; ⁴⁰⁷[Explanation.—For the purposes of this sub-clause,—

(i)any amount raised from an allottee under a real estate project shall be deemed to be an amount having the commercial effect of a borrowing; and

(ii)the expressions, “allottee” and “real estate project” shall have the meanings respectively assigned to them in clauses (d) and (zn) of section 2 of the Real Estate (Regulation and Development) Act, 2016 (16 of 2016);]

(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and for calculating the value of any derivative transaction, only the market value of such transaction shall be taken into account;

(h)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, documentary letter of credit or any other instrument issued by a bank or financial institution;

(i)the amount of any liability in respect of any of the guarantee or indemnity for any of the items referred to in sub-clauses (a) to (h) of this clause;

(9)“financial position”, in relation to any person, means the financial information of a person as on a certain date;

⁴⁰⁸[(9A)“fraudulent or wrongful trading” means the fraudulent or wrongful trading as referred to in section 66;]

(10)“information memorandum” means a memorandum prepared by resolution professional under sub-section (1) of section 29;

(11)“initiation date” means the date on which a financial creditor, corporate applicant or operational creditor, as the case may be, makes an application to the Adjudicating Authority for initiating corporate insolvency resolution process ⁴⁰⁹[or pre-packaged insolvency resolution process, as the case may be]; ⁴¹⁰[Provided that where multiple applications for initiation of the corporate insolvency resolution process in respect of a corporate debtor are pending before the Adjudicating Authority on the insolvency commencement date, the initiation date shall be the date on which the first such application was made before the Adjudicating Authority.]

(12)“insolvency commencement date” means the date of admission of an application for initiating corporate insolvency resolution process by the Adjudicating Authority under sections 7, 9 or section 10, as the case may be; ⁴¹¹* * * * *

(13)“insolvency resolution process costs” means—

(a)the amount of any interim finance and the costs incurred in raising such finance;

(b)the fees payable to any person acting as a resolution professional;

(c)any costs incurred by the resolution professional in running the business of the corporate debtor as a going concern;

(d)any costs incurred at the expense of the Government to facilitate the insolvency resolution process; and

(e)any other costs as may be specified by the Board;

(14)“insolvency resolution process period” means the period of one hundred and eighty days beginning from the insolvency commencement date and ending on one hundred and eightieth day;

(15)“interim finance” means any financial debt raised by the resolution professional during the insolvency resolution process period ⁴⁰⁹[or by the corporate debtor during the pre-packaged insolvency resolution process period, as the case may be] ⁴¹²[and such other debt as may be notified];

(16)“liquidation cost” means any cost incurred by the liquidator during the period of liquidation subject to such regulations, as may be specified by the Board;

(17)“liquidation commencement date” means the date on which proceedings for liquidation commence in accordance with section 33 or section 59, as the case may be;

(18)“liquidator” means an insolvency professional appointed as a liquidator in accordance with the provisions of Chapter III or Chapter V of this Part, as the case may be;

(19)“officer” for the purposes of ⁴⁰⁹[Chapter VI and ] Chapter VII of this Part, means an officer who is in default, as defined in clause (60) of section 2 of the Companies Act, 2013 (18 of 2013) or a designated partner as defined in clause (j) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), as the case may be;

(20)“operational creditor” means a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred;

(21)“operational debt” means a claim in respect of the provision of goods or services including employment or a debt in respect of the ⁴¹³[payment] of dues arising under any law for the time being in force and payable to the Central Government, any State Government or any local authority;

(22)“personal guarantor” means an individual who is the surety in a contract of guarantee to a corporate debtor;

(23)“personnel” includes the directors, managers, key managerial personnel, designated partners and employees, if any, of the corporate debtor;

⁴¹⁴[(23A)“preliminary information memorandum” means a memorandum submitted by the corporate debtor under clause (b) of sub-section (1) of section 54G;

(23B)“pre-packaged insolvency commencement date” means the date of admission of an application for initiating the pre-packaged insolvency resolution process by the Adjudicating Authority under clause (a) of sub-section (4) of section 54C;

(23C)“pre-packaged insolvency resolution process costs” means—

(a)the amount of any interim finance and the costs incurred in raising such finance;

(b)the fees payable to any person acting as a resolution professional and any expenses incurred by him for conducting the pre-packaged insolvency resolution process during the pre-packaged insolvency resolution process period, subject to sub-section (6) of section 54F;

(c)any costs incurred by the resolution professional in running the business of the corporate debtor as a going concern pursuant to an order under sub-section (2) of section 54J;

(d)any costs incurred at the expense of the Government to facilitate the pre-packaged insolvency resolution process; and

(e)any other costs as may be specified;

(23D)“pre-packaged insolvency resolution process period” means the period beginning from the pre-packaged insolvency commencement date and ending on the date on which an order under sub-section (1) of section 54L, or sub-section (1) of section 54N, or sub-section (2) of section 54-O, as the case may be, is passed by the Adjudicating Authority;]

(24)“related party”, in relation to a corporate debtor, means—

(a)a director or partner of the corporate debtor or a relative of a director or partner of the corporate debtor;

(b)key managerial personnel of the corporate debtor or a relative of key managerial personnel of the corporate debtor;

(c)a limited liability partnership or a partnership firm in which a director, partner, or manager of the corporate debtor or his relative is a partner;

(d)a private company in which a director, partner or manager of the corporate debtor is a director and holds along with his relatives, more than two per cent. of its share capital;

(e)a public company in which a director, partner or manager of the corporate debtor is a director and holds along with relatives, more than two per cent. of its paid-up share capital;

(f)any body corporate whose board of directors, managing director or manager, in the ordinary course of business, acts on the advice, directions or instructions of a director, partner or manager of the corporate debtor;

(g)any limited liability partnership or a partnership firm whose partners or employees in the ordinary course of business, acts on the advice, directions or instructions of a director, partner or manager of the corporate debtor;

(h)any person on whose advice, directions or instructions, a director, partner or manager of the corporate debtor is accustomed to act;

(i)a body corporate which is a holding, subsidiary or an associate company of the corporate debtor, or a subsidiary of a holding company to which the corporate debtor is a subsidiary;

(j)any person who controls more than twenty per cent. of voting rights in the corporate debtor on account of ownership or a voting agreement;

(k)any person in whom the corporate debtor controls more than twenty per cent. of voting rights on account of ownership or a voting agreement;

(l)any person who can control the composition of the board of directors or corresponding governing body of the corporate debtor;

(m)any person who is associated with the corporate debtor on account of—

(i)participation in policy making processes of the corporate debtor; or

(ii)having more than two directors in common between the corporate debtor and such person; or

(iii)interchange of managerial personnel between the corporate debtor and such person; or

(iv)provision of essential technical information to, or from, the corporate debtor;

⁴¹⁵[(24A)“related party”, in relation to an individual, means—

(a)a person who is a relative of the individual or a relative of the spouse of the individual;

(b)a partner of a limited liability partnership, or a limited liability partnership or a partnership firm, in which the individual is a partner;

(c)a person who is a trustee of a trust in which the beneficiary of the trust includes the individual, or the terms of the trust confers a power on the trustee which may be exercised for the benefit of the individual;

(d)a private company in which the individual is a director and holds along with his relatives, more than two per cent. of its share capital;

(e)a public company in which the individual is a director and holds along with relatives, more than two per cent. of its paid-up share capital;

(f)a body corporate whose board of directors, managing director or manager, in the ordinary course of business, acts on the advice, directions or instructions of the individual;

(g)a limited liability partnership or a partnership firm whose partners or employees in the ordinary course of business, act on the advice, directions or instructions of the individual;

(h)a person on whose advice, directions or instructions, the individual is accustomed to act;

(i)a company, where the individual or the individual along with its related party, own more than fifty per cent. of the share capital of the company or controls the appointment of the board of directors of the company.

Explanation.—For the purposes of this clause,—

(a)“relative”, with reference to any person, means anyone who is related to another, in the following manner, namely:—

(i)members of a Hindu Undivided Family,

(ii)husband,

(iii)wife,

(iv)father,

(v)mother,

(vi)son,

(vii)daughter,

(viii)son’s daughter and son,

(ix)daughter’s daughter and son,

(x)grandson’s daughter and son,

(xi)granddaughter’s daughter and son,

(xii)brother,

(xiii)sister,

(xiv)brother’s son and daughter,

(xv)sister’s son and daughter,

(xvi)father’s father and mother,

(xvii)mother’s father and mother,

(xviii)father’s brother and sister,

(xix)mother’s brother and sister, and

(b)wherever the relation is that of a son, daughter, sister or brother, their spouses shall also be included;

⁴¹⁶[(25)“resolution applicant” means a person, who individually or jointly with any other person, submits a resolution plan to the resolution professional pursuant to the invitation made under clause (h) of sub-section (2) of section 25] ⁴¹⁷[or pursuant to section 54K, as the case may be];

(26)“resolution plan” means a plan proposed by ⁴¹⁸[resolution applicant] for insolvency resolution of the corporate debtor as a going concern in accordance with Part II; ⁴¹⁹[Explanation.—For the removal of doubts, it is hereby clarified that a resolution plan may include provisions for the restructuring of the corporate debtor, including by way of ⁴²⁰[merger, amalgamation, demerger and sale of one or more assets of the corporate debtor through one or more plans proposed by one or more resolution applicants subject to such conditions as may be specified];]

(27)“resolution professional”, for the purposes of this Part, means an insolvency professional appointed to conduct the corporate insolvency resolution process ⁴²¹[or the pre-packaged insolvency resolution process, as the case may be,] and includes an interim resolution professional; and

(28)“voting share” means the share of the voting rights of a single financial creditor in the committee of creditors which is based on the proportion of the financial debt owed to such financial creditor in relation to the financial debt owed by the corporate debtor ⁴²²[to the members of the committee of creditors who are eligible to vote].

6. Where any corporate debtor commits a default, a financial creditor, an operational creditor or the corporate debtor itself may initiate corporate insolvency resolution process in respect of such corporate debtor in the manner as provided under this Chapter.

Rule 1. Short title and commencement.

(1)These rules may be called the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016.

(2)They shall come into force from the 1st day of December, 2016.

Rule 2. Application.

These Rules shall apply to matters relating to the corporate insolvency resolution process.

Rule 3. Definitions.

(1)In these Rules, unless the context otherwise requires,-

(a)“Code” means the Insolvency and Bankruptcy Code, 2016 (31 of 2016);

(b)“corporate insolvency resolution process” means the insolvency resolution process for corporate persons under Chapter II of Part II of the Code;

(c)“credit information company” shall have the meaning as assigned to it under the Credit Information Companies (Regulation) Act, 2005 (30 of 2005);

(d)“financial contract” means a contract between a corporate debtor and a financial creditor setting out the terms of the financial debt, including the tenure of the debt, interest payable and date of repayment;

(e)“Form” means a Form appended to these rules;

(f)“identification number” means the limited liability partnership identification number or the corporate identity number, as the case may be, of the corporate person;

(g)“Schedule” means the Schedule appended to these rules.

(2)All the words and expressions used herein and not defined shall have the meanings respectively assigned to them under the Code.

Rule 10. Filing of application and application fee.

(1)Till such time the rules of procedure for conduct of proceedings under the Code are notified, the application made under sub-section (1) of section 7, sub-section (1) of section 9 or sub-section (1) of section 10 of the Code shall be filed before the Adjudicating Authority in accordance with rules 20, 21, 22, 23, 24 and 26 of Part III of the National Company Law Tribunal Rules, 2016.

(2)An applicant under these rules shall immediately after becoming aware, notify the Adjudicating Authority of any winding-up petition presented against the corporate debtor.

(3)The application shall be accompanied by such fee as specified in the Schedule.

(4)The application and accompanying documents shall be filed in electronic form, as and when such facility is made available and as prescribed by the Adjudicating Authority:

Provided that till such facility is made available, the applicant may submit the accompanying documents, and wherever they are bulky, in electronic form, in scanned, legible portable document format in a data storage device such as a compact disc or a USB flash drive acceptable to the Adjudicating Authority.

7. (1) A financial creditor either by itself or jointly with ¹[other financial creditors, or any other person on behalf of the financial creditor, as may be notified by the Central Government,] may file an application for initiating corporate insolvency resolution process against a corporate debtor before the Adjudicating Authority when a default has occurred.

²[Provided that for the financial creditors, referred to in clauses (a) and (b) of sub-section (6A) of section 21, an application for initiating corporate insolvency resolution process against the corporate debtor shall be filed jointly by not less than one hundred of such creditors in the same class or not less than ten per cent. of the total number of such creditors in the same class, whichever is less:

Provided further that for financial creditors who are allottees under a real estate project, an application for initiating corporate insolvency resolution process against the corporate debtor shall be filed jointly by not less than one hundred of such allottees under the same real estate project or not less than ten per cent. of the total number of such allottees under the same real estate project, whichever is less:

Provided also that where an application for initiating the corporate insolvency resolution process against a corporate debtor has been filed by a financial creditor referred to in the first and second provisos and has not been admitted by the Adjudicating Authority before the commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2020, such application shall be modified to comply with the requirements of the first or second proviso within thirty days of the commencement of the said Act, failing which the application shall be deemed to be withdrawn before its admission.]

Explanation.—For the purposes of this sub-section, a default includes a default in respect of a financial debt owed not only to the applicant financial creditor but to any other financial creditor of the corporate debtor.

(2)The financial creditor shall make an application under sub-section (1) in such form and manner and accompanied with such fee as may be prescribed.

(3)The financial creditor shall, along with the application furnish—

(a)record of the default recorded with the information utility or such other record or evidence of default as may be specified;

(b)the name of the resolution professional proposed to act as an interim resolution professional; and

(c)any other information as may be specified by the Board.

(4)The Adjudicating Authority shall, within fourteen days of the receipt of the application under sub-section (2), ascertain the existence of a default from the records of an information utility or on the basis of other evidence furnished by the financial creditor under sub-section (3). ⁸⁸³* * * * *

³[(5)The Adjudicating Authority shall, within fourteen days of the receipt of the application under sub-section (2), by an order—

(a)admit the application, if it is satisfied that a default has occurred and the application under sub-section (2) is complete, and there is no disciplinary proceeding pending against the proposed resolution professional; or

(b)reject the application, if it is satisfied that a default has not occurred or the application under sub-section (2) is incomplete or a disciplinary proceeding is pending against the proposed resolution professional:

Provided that the Adjudicating Authority shall, before rejecting the application under clause (b), give a notice to the applicant to rectify the defect in his application within seven days from the date of receipt of such notice from the Adjudicating Authority:

Provided further that if the Adjudicating Authority has not passed an order under this sub-section within a period of fourteen days from the date of receipt of the application under sub-section (2), it shall record the reasons for such delay in writing.

Explanation I.––For the purposes of this sub-section, it is hereby clarified that where the requirements under clause (a) have been complied with, no other ground shall be considered to reject an application filed under this section.

Explanation II.––For the removal of doubts, it is hereby clarified that where a record of default in respect of a financial debt owed to a financial institution recorded with the information utility has been furnished along with the application filed by such financial institution under this section, such record shall be considered sufficient for the Adjudicating Authority to ascertain the existence of default under this section.]

(6)The corporate insolvency resolution process shall commence from the date of admission of the application under sub-section (5).

(7)The Adjudicating Authority shall communicate—

(a)the order under clause (a) of sub-section (5) to the financial creditor and the corporate debtor;

(b)the order under clause (b) of sub-section (5) to the financial creditor, within seven days of admission or rejection of such application, as the case may be.

Rule 4. Application by financial creditor.

(1)A financial creditor, either by itself or jointly, shall make an application for initiating the corporate insolvency resolution process against a corporate debtor under section 7 of the Code in Form 1, accompanied with documents and records required therein and as specified in the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

(2)Where the applicant under sub-rule (1) is an assignee or transferee of a financial contract, the application shall be accompanied with a copy of the assignment or transfer agreement and other relevant documentation to demonstrate the assignment or transfer.

(3)⁸⁸²[The applicant shall serve a copy of the application to the registered office of the corporate debtor and to the Board, by registered post or speed post or by hand or by electronic means, before filing with the Adjudicating Authority.]

(4)In case the application is made jointly by financial creditors, they may nominate one amongst them to act on their behalf.

⁴⁷⁵[Reg. 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.]

Reg. 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.]

⁴⁷⁶[Reg. 2D. Details of debt, default and limitation in respect of applications under section 7 or section 9.

While filing an application under section 7 or 9, the financial creditor or the operational creditor, as the case may be, shall also submit along with evidence, chronology of the debt and default including the date when the debt became due, date of default, dates of part payments, if any, date of last acknowledgment of debt and the limitation applicable.]

8. (1) An operational creditor may, on the occurrence of a default, deliver a demand notice of unpaid operational debt or copy⁵ of an invoice demanding payment of the amount involved in the default to the corporate debtor in such form and manner as may be prescribed.

(2)The corporate debtor shall, within a period of ten days of the receipt of the demand notice or copy of the invoice mentioned in sub-section (1) bring to the notice of the operational creditor—

(a)existence of a dispute, ⁶[if any, or] record of the pendency of the suit or arbitration proceedings filed before the receipt of such notice or invoice in relation to such dispute;

(b)the ⁷[payment] of unpaid operational debt—

(i)by sending an attested copy of the record of electronic transfer of the unpaid amount from the bank account of the corporate debtor; or

(ii)by sending an attested copy of record that the operational creditor has encashed a cheque issued by the corporate debtor.

Explanation.—For the purposes of this section, a “demand notice” means a notice served by an operational creditor to the corporate debtor demanding ⁸[payment] of the operational debt in respect of which the default has occurred.

Rule 5. Demand notice by operational creditor.

(1)An operational creditor shall deliver to the corporate debtor, the following documents, namely.-

(a)a demand notice in Form 3; or

(b)a copy of an invoice attached with a notice in Form 4.

(2)The demand notice or the copy of the invoice demanding payment referred to in sub-section (2) of section 8 of the Code, may be delivered to the corporate debtor,

(a)at the registered office by hand, registered post or speed post with acknowledgement due; or

(b)by electronic mail service to a whole time director or designated partner or key managerial personnel, if any, of the corporate debtor.

(3)A copy of demand notice or invoice demanding payment served under this rule by an operational creditor shall also be filed with an information utility, if any.

⁴⁷⁷[Reg. 2B. Information to be furnished by operational creditor.

An operational creditor shall furnish the following information along with an application under sub-section (1) of section 9, namely:—

(a)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;

(b)details of any partial payment received from the corporate debtor in respect of the operational debt and the date of such payment;

(c)details of assignment or transfer of the operational debt, if any, along with supporting documents;

(d)details of any guarantee provided by the corporate debtor or any other person in respect of the operational debt;

(e)a statement of account of the operational creditor with the corporate debtor showing the principal amount and interest, if any, due on such amount;

(f)a statement as to whether the operational creditor is a related party of the corporate debtor;

(g)details of any other proceedings pending before any court, tribunal or arbitral tribunal against the corporate debtor for the recovery of the operational debt; and

(h)any other information which the operational creditor considers relevant to the application. ]

9. (1) After the expiry of the period of ten days from the date of delivery of the notice or invoice demanding payment under sub-section (1) of section 8, if the operational creditor does not receive payment from the corporate debtor or notice of the dispute under sub-section (2) of section 8, the operational creditor may file an application before the Adjudicating Authority for initiating a corporate insolvency resolution process.

(2)The application under sub-section (1) shall be filed in such form and manner and accompanied with such fee as may be prescribed.

(3)The operational creditor shall, along with the application furnish—

(a)a copy of the invoice demanding payment or demand notice delivered by the operational creditor to the corporate debtor;

(b)an affidavit to the effect that there is no notice given by the corporate debtor relating to a dispute of the unpaid operational debt;

(c)a copy of the certificate from the financial institutions maintaining accounts of the operational creditor confirming that there is no payment of an unpaid operational debt ¹⁰[by the corporate debtor, if available;]

¹¹[(d)a copy of any record with information utility confirming that there is no payment of an unpaid operational debt by the corporate debtor, if available; and

(e)any other proof confirming that there is no payment of an unpaid operational debt by the corporate debtor or ¹²[any other information, as may be specified].]

(4)An operational creditor initiating a corporate insolvency resolution process under this section, may propose a resolution professional to act as an interim resolution professional.

(5)The Adjudicating Authority shall, within fourteen days of the receipt of the application under sub-section (2), by an order—

(i)admit the application and communicate such decision to the operational creditor and the corporate debtor if,—

(a)the application made under sub-section (2) is complete;

(b)there is no ¹³[payment] of the unpaid operational debt;

(c)the invoice or notice for payment to the corporate debtor has been delivered by the operational creditor;

(d)no notice of dispute has been received by the operational creditor or there is no record of dispute in the information utility; and

(e)there is no disciplinary proceeding pending against any resolution professional proposed under sub-section (4), if any;

(ii)reject the application and communicate such decision to the operational creditor and the corporate debtor, if—

(a)the application made under sub-section (2) is incomplete;

(b)there has been ¹⁴[payment] of the unpaid operational debt;

(c)the creditor has not delivered the invoice or notice for payment to the corporate debtor;

(d)notice of dispute has been received by the operational creditor or there is a record of dispute in the information utility; or

(e)any disciplinary proceeding is pending against any proposed resolution professional:

Provided that Adjudicating Authority, shall before rejecting an application under sub-clause (a) of clause (ii) give a notice to the applicant to rectify the defect in his application within seven days of the date of receipt of such notice from the Adjudicating Authority.

¹⁵[Provided further that if the Adjudicating Authority has not passed an order under this sub-section within a period of fourteen days from the date of receipt of application under sub-section (2), it shall record the reasons for such delay in writing.]

(6)The corporate insolvency resolution process shall commence from the date of admission of the application under sub-section (5) of this section.

Rule 6. Application by operational creditor.

(1)An operational creditor, shall make an application for initiating the corporate insolvency resolution process against a corporate debtor under section 9 of the Code in Form 5, accompanied with docum ents and records required therein and as specified in the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

(2)⁸⁸¹[The applicant under sub-rule (1) shall serve a copy of the application to the registered office of the corporate debtor and to the Board, by registered post or speed post or by hand or by electronic means, before filing with the Adjudicating Authority.]

⁴⁷⁷[Reg. 2B. Information to be furnished by operational creditor.

An operational creditor shall furnish the following information along with an application under sub-section (1) of section 9, namely:—

(a)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;

(b)details of any partial payment received from the corporate debtor in respect of the operational debt and the date of such payment;

(c)details of assignment or transfer of the operational debt, if any, along with supporting documents;

(d)details of any guarantee provided by the corporate debtor or any other person in respect of the operational debt;

(e)a statement of account of the operational creditor with the corporate debtor showing the principal amount and interest, if any, due on such amount;

(f)a statement as to whether the operational creditor is a related party of the corporate debtor;

(g)details of any other proceedings pending before any court, tribunal or arbitral tribunal against the corporate debtor for the recovery of the operational debt; and

(h)any other information which the operational creditor considers relevant to the application. ]

Reg. 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.]

⁴⁷⁶[Reg. 2D. Details of debt, default and limitation in respect of applications under section 7 or section 9.

While filing an application under section 7 or 9, the financial creditor or the operational creditor, as the case may be, shall also submit along with evidence, chronology of the debt and default including the date when the debt became due, date of default, dates of part payments, if any, date of last acknowledgment of debt and the limitation applicable.]

10. (1) Where a corporate debtor has committed a default, a corporate applicant thereof may file an application for initiating corporate insolvency resolution process with the Adjudicating Authority.

(2)The application under sub-section (1) shall be filed in such form, containing such particulars and in such manner and accompanied with such fee as may be prescribed.

¹⁷[(3)The corporate applicant shall, along with the application, furnish—

(a)the information relating to its books of account and such other documents ¹⁸[and any other information, as may be specified; and] ⁸⁸⁴* * * * *

(c)the special resolution passed by shareholders of the corporate debtor or the resolution passed by at least three-fourth of the total number of partners of the corporate debtor, as the case may be, approving filing of the application.]

(4)The Adjudicating Authority shall, within a period of fourteen days of the receipt of the application, by an order—

(a)admit the application, if it is complete; ¹⁹[***] or

(b)reject the application, if it is incomplete: ²⁰[***].

Provided that Adjudicating Authority shall, before rejecting an application, give a notice to the applicant to rectify the defects in his application within seven days from the date of receipt of such notice from the Adjudicating Authority.

²¹[Provided further that if the Adjudicating Authority has not passed an order under this sub-section within a period of fourteen days from the date of receipt of the application under sub-section (2), it shall record the reasons for such delay in writing.]

(5)The corporate insolvency resolution process shall commence from the date of admission of the application under sub-section (4) of this section.

Rule 7. Application by corporate applicant.

(1)A corporate applicant, shall make an application for initiating the corporate insolvency resolution process against a corporate debtor under section 10 of the Code in Form 6, accompanied with documents and records required therein and as specified in the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

(2)⁸⁸⁰[The applicant under sub-rule (1) shall serve a copy of the application to the Board by registered post or speed post or by hand or by electronic means, before filing with the Adjudicating Authority.]

⁴⁷⁸[Reg. 2E. Submission of information by the corporate applicant.

A corporate applicant shall furnish the following information along with an application under sub- section (1) of section 10, namely-

(1)The following information relating to its books of account for the immediately preceding three financial years or since incorporation, whichever is later:

(a)list of all bank accounts operated by the corporate debtor, including account numbers, bank names, branches, and authorized signatories;

(b)particulars of assets including:

(i)immovable properties - fixed assets register along with asset location;

(ii)movable properties and inventory;

(iii)investments in securities, subsidiaries, or joint ventures;

(iv)intangible assets including intellectual property rights, virtual digital assets; and

(v)list of receivables along with supporting evidence.

(2)The corporate applicant shall also furnish the following documents:

(a)details of secured and unsecured creditors with amounts outstanding;

(b)list of all creditors with their contact details, email addresses, and complete claim particulars;

(c)list of all ongoing litigations, disputes, and arbitration proceedings to which the corporate debtor is a party;

(d)list of all employees with their designation and workmen, and their outstanding dues;

(e)particulars of subsidiaries, joint ventures, and associate companies;

(f)details of corporate guarantees given or received;

(g)statement of transactions with related parties for the preceding two financial years;

(h)details of all regulatory approvals, licenses, and registrations required for business operations;

(i)organization structure and details of key managerial personnel;

(j)details of statutory compliances, including filings with the Ministry of Corporate Affairs, income tax, GST, and other applicable regulators;

(k)details of joint development agreements and other similar collaboration or co- development arrangements, including rights, obligations, and interests of the corporate debtor arising thereunder;

(l)details of assets which are under attachment by enforcement agencies, including particulars of the assets attached, the authority which has attached and the status of such proceedings;

(m)details of demand notices, assessment orders or recovery proceedings under the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Customs Act, 1962, the Central Excise Act, 1944, and analogous State legislations;

(n)details of any provident fund, gratuity, employees’ state insurance, or other workmen- related dues outstanding as on the date of the application;

(o)details of all proceedings, including criminal proceedings, investigations, prosecutions, or attachments, pending against the corporate debtor or any of its officers, under the Prevention of Money-laundering Act, 2002, the Prohibition of Benami Property Transactions Act, 1988, the Foreign Exchange Management Act, 1999, the Companies Act, 2013, or under any other law for the time being in force, along with status reports thereof;

(p)details of all allottees, including their names, amounts due, and units allotted, whose claims are either reflecting in the books of accounts of the corporate debtor or in the records of the Real Estate Regulatory Authority established under the Real Estate (Regulation and Development) Act, 2016 (16 of 2016); and

(q)any other information as the corporate applicant considers relevant for the corporate insolvency resolution process.]

²³[10A. Notwithstanding anything contained in sections 7, 9 and 10, no application for initiation of corporate insolvency resolution process of a corporate debtor shall be filed, for any default arising on or after 25th March, 2020 for a period of six months or such further period, not exceeding one year from such date, as may be notified in this behalf:

Provided that no application shall ever be filed for initiation of corporate insolvency resolution process of a corporate debtor for the said default occurring during the said period.

Explanation.—For the removal of doubts, it is hereby clarified that the provisions of this section shall not apply to any default committed under the said sections before 25th March, 2020.]

11. The following persons shall not be entitled to make an application to initiate corporate insolvency resolution process under this Chapter, namely:—

(a)a corporate debtor undergoing a corporate insolvency resolution process ²⁴[or a pre-packaged insolvency resolution process]; or

²⁵[(aa)a financial creditor or an operational creditor of a corporate debtor undergoing a pre-packaged insolvency resolution process; or]

(b)a corporate debtor having completed corporate insolvency resolution process twelve months preceding the date of making of the application; or

²⁶[(ba)a corporate debtor in respect of whom a resolution plan has been approved under Chapter III-A, twelve months preceding the date of making of the application; or]

(c)a corporate debtor or a financial creditor who has violated any of the terms of resolution plan which was approved twelve months before the date of making of an application under this Chapter; or

(d)a corporate debtor in respect of whom a liquidation order has been made.

²⁷[Explanation I].—For the purposes of this section, a corporate debtor includes a corporate applicant in respect of such corporate debtor.

²⁸[Explanation II.—For the purposes of this section, it is hereby clarified that nothing in this section shall prevent a corporate debtor referred to in clauses (a) to (d) from initiating corporate insolvency resolution process against another corporate debtor.]

²⁹[11A. (1) Where an application filed under section 54C is pending, the Adjudicating Authority shall pass an order to admit or reject such application, before considering any application filed under section 7 or section 9 or section 10 during the pendency of such application under section 54C, in respect of the same corporate debtor.

(2)Where an application under section 54C is filed within fourteen days of filing of any application under section 7 or section 9 or section 10, which is pending, in respect of the same corporate debtor, then, notwithstanding anything contained in sections 7, 9 and 10, the Adjudicating Authority shall first dispose of the application under section 54C.

(3)Where an application under section 54C is filed after fourteen days of the filing of any application under section 7 or section 9 or section 10, in respect of the same corporate debtor, the Adjudicating Authority shall first dispose of the application under section 7or section 9 or section 10.

(4)The provisions of this section shall not apply where an application under section 7 or section 9 or section 10 is filed and pending as on the date of the commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2021.]

12. (1) Subject to sub-section (2), the corporate insolvency resolution process shall be completed within a period of one hundred and eighty days from the date of admission of the application to initiate such process.

(2)The resolution professional shall file an application to the Adjudicating Authority to extend the period of the corporate insolvency resolution process beyond one hundred and eighty days, if instructed to do so by a resolution passed at a meeting of the committee of creditors by a vote of ³⁰[sixty-six] per cent. of the voting shares.

(3)On receipt of an application under sub-section (2), if the Adjudicating Authority is satisfied that the subject matter of the case is such that corporate insolvency resolution process cannot be completed within one hundred and eighty days, it may by order extend the duration of such process beyond one hundred and eighty days by such further period as it thinks fit, but not exceeding ninety days:

Provided that any extension of the period of corporate insolvency resolution process under this section shall not be granted more than once.

³¹[Provided further that the corporate insolvency resolution process shall mandatorily be completed within a period of three hundred and thirty days from the insolvency commencement date, including any extension of the period of corporate insolvency resolution process granted under this section and the time taken in legal proceedings in relation to such resolution process of the corporate debtor:

Provided also that where the insolvency resolution process of a corporate debtor is pending and has not been completed within the period referred to in the second proviso, such resolution process shall be completed within a period of ninety days from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019.]

Reg. 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.

⁴⁷⁹[Clarification: It is clarified that the resolution professional shall continue to discharge his responsibilities under the corporate insolvency resolution process, till the application for extension is decided by the Adjudicating Authority.]

⁴⁸⁰[Reg. 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.]

⁴²[12A. (1) Subject to sub-section (2), the Adjudicating Authority may allow the withdrawal of an application admitted under section 7, 9 or 10, on an application made by the resolution professional, with the approval of ninety per cent. voting share of the committee of creditors in such manner as may be specified.

(2)Notwithstanding anything contained in any law for the time being in force, an application admitted under section 7, 9 or 10 shall not be withdrawn—

(a)before the constitution of the committee of creditors under sub-section (1) of section 21; and

(b)after the first invitation for submission of a resolution plan has been issued by the resolution professional.

(3)The Adjudicating Authority shall pass an order under sub-section (1) within a period of thirty days from the date of receipt of the application:

Provided that if the Adjudicating Authority has not passed an order within such period, it shall record the reasons for such delay in writing.]

Rule 8. Withdrawal of application.

The Adjudicating Authority may permit withdrawal of the application made under rules 4, 6 or 7, as the case may be, on a request made by the applicant before its admission.

⁴⁸¹[Reg. 30A. Withdrawal of application.

(1)An application for withdrawal under section 12A shall be made to the Adjudicating Authority by the resolution professional, within three days of approval by the committee of creditors, in such form as notified by the Board through circular and shall be accompanied by a bank guarantee or a demand draft towards the estimated expenses incurred for the purposes of clauses (aa), (ab), (ac), (ba), (c), (d) and (e) of regulation 31, till the date of filing of the application, as determined by the resolution professional:

Provided that such application shall not be made -

(a)before the constitution of the committee under sub-section (1) of section 21; and

(b)after the issue of invitation for expression of interest under regulation 36A.

(2)Where the application is approved by the Adjudicating Authority, the person furnishing the bank guarantee or a demand draft under sub-regulation (1) shall deposit the amount towards the actual expenses incurred for the purposes referred to in sub-regulation (1), till the date of approval by the Adjudicating Authority, as determined by the resolution professional within three days of such approval, to the bank account of the corporate debtor, failing which the bank guarantee furnished under sub-regulation (1) shall be invoked or demand draft shall be encashed, without prejudice to any other action permissible under the Code.]

13. (1) The Adjudicating Authority, after admission of the application under section 7 or section 9 or section 10, shall, by an order—

(a)declare a moratorium for the purposes referred to in section 14;

(b)cause a public announcement of the initiation of corporate insolvency resolution process and call for the submission of claims under section 15; and

(c)appoint an interim resolution professional in the manner as laid down in section 16.

(2)The public announcement referred to in clause (b) of sub-section (1) shall be made immediately after the appointment of the interim resolution professional.

Reg. 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 ⁴⁸²[such form as notified by the Board through circular];

(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,

⁴⁸³[(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. ⁴⁸⁴[***]

⁴⁸⁵[Reg. 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.]

14. (1) Subject to provisions of ⁴⁸[sub-sections (2), (2A) and (3)], on the insolvency commencement date, the Adjudicating Authority shall by order declare moratorium for prohibiting all of the following, namely:—

(a)the institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority;

(b)transferring, encumbering, alienating or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein;

(c)any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002);

(d)the recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor.

⁴⁹[Explanation.—For the purposes of this sub-section, it is hereby clarified that notwithstanding anything contained in any other law for the time being in force, a license, permit, registration , quota, concession, clearances or a similar grant or right given by the Central Government, State Government, local authority, sectoral regulator or any other authority constituted under any other law for the time being in force, shall not be suspended or terminated on the grounds of insolvency, subject to the condition that there is no default in payment of current dues arising for the use or continuation of the license, permit, registration, quota, concession, clearances or a similar grant or right during the moratorium period;]

(2)The supply of essential goods or services to the corporate debtor as may be specified shall not be terminated or suspended or interrupted during moratorium period.

⁵⁰[(2A)Where the interim resolution professional or resolution professional, as the case may be, considers the supply of goods or services critical to protect and preserve the value of the corporate debtor and manage the operations of such corporate debtor as a going concern, then the supply of such goods or services shall not be terminated, suspended or interrupted during the period of moratorium, except where such corporate debtor has not paid dues arising from such supply during the moratorium period or in such circumstances as may be specified;]

⁵¹[(3)The provisions of sub-section (1) shall not apply to—

⁵²[(a)such transaction s, agreements or other arrangements as may be notified by the Central Government in consultation with any financial sector regulator or any other authority;]

(b)a surety in a contract of guarantee to a corporate debtor.]

⁵³[Explanation.––For the removal of doubts, it is hereby clarified that the provisions of sub-section (1) shall also apply where the surety seeks to initiate or continue any action or proceedings against the corporate debtor pursuant to a contract of guarantee.]

(4)The order of moratorium shall have effect from the date of such order till the completion of the corporate insolvency resolution process:

Provided that where at any time during the corporate insolvency resolution process period, if the Adjudicating Authority approves the resolution plan under sub-section (1) of section 31 or passes an order for liquidation of corporate debtor under section 33, the moratorium shall cease to have effect from the date of such approval or liquidation order, as the case may be.

Reg. 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.

Illustration-Water supplied to a corporate debtor will be essential supplies for drinking and sanitation purposes, and not for generation of hydro-electricity.

15. (1) The public announcement of the corporate insolvency resolution process under the order referred to in section 13 shall contain the following information, namely:—

(a)name and address of the corporate debtor under the corporate insolvency resolution process;

(b)name of the authority with which the corporate debtor is incorporated or registered;

(c)the last date for submission of ⁵⁴[claims, as may be specified];

(d)details of the interim resolution professional who shall be vested with the management of the corporate debtor and be responsible for receiving claims;

(e)penalties for false or misleading claims; and

(f)the date on which the corporate insolvency resolution process shall close, which shall be the one hundred and eightieth day from the date of the admission of the application under sections 7, 9 or section 10, as the case may be.

(2)The public announcement under this section shall be made in such manner as may be specified.

Reg. 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 ⁴⁸²[such form as notified by the Board through circular];

(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,

⁴⁸³[(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. ⁴⁸⁴[***]

16. (1) The Adjudicating Authority shall appoint an interim resolution professional ⁵⁷[on the insolvency commencement date].

⁵⁸[(2)Where the application for corporate insolvency resolution process is made by a financial creditor, the resolution professional, as proposed in the application under section 7, shall be appointed as the interim resolution professional, if no disciplinary proceedings are pending against him.]

(3)Where the application for corporate insolvency resolution process is made by an operational creditor and—

(a)no proposal for an interim resolution professional is made, the Adjudicating Authority shall make a reference to the Board for the recommendation of an insolvency professional who may act as an interim resolution professional;

(b)a proposal for an interim resolution professional is made under sub-section (4) of section 9, the resolution professional as proposed, shall be appointed as the interim resolution professional, if no disciplinary proceedings are pending against him.

⁵⁹[(3A)Where an application for the corporate insolvency resolution process is made under section 10, the Adjudicating Authority shall make a reference to the Board for the recommendation of an insolvency professional who may act as an interim resolution professional.]

(4)The Board shall, within ten days of the receipt of a reference from the Adjudicating Authority under sub-section (3) ⁶⁰[or sub-section (3A), as the case may be ,] recommend the name of an insolvency professional to the Adjudicating Authority against whom no disciplinary proceedings are pending.

(5)The term of the interim resolution professional ⁶¹[shall continue till the date of appointment of the resolution professional under section 22].

Rule 9. Interim resolution professional.

(1)The applicant, wherever he is required to propose or proposes to appoint an insolvency resolution professional, shall obtain a written communication in Form 2 from the insolvency professional for appointment as an interim resolution professional and enclose it with the application made under rules 4, 6 or 7, as the case may be.

(2)The application under sub-rule (1) shall be accompanied by a certificate confirming the eligibility of the proposed insolvency professional for appointment as a resolution professional in accordance with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

Reg. 3. Eligibility for resolution professional.

(1)An insolvency professional shall be eligible to be appointed as ⁴⁸⁶[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 ⁴⁸⁷[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 ⁴⁸⁸[five per cent] or more of the gross turnover of such firm, in the last three financial years. ⁴⁸⁹[***]

⁴⁹⁰[(1A)Where the committee of creditors, in its first meeting, resolves under clause (a) of sub- section (3) of section 22 of the Code to appoint the interim resolution professional as the resolution professional, the interim resolution professional shall intimate such decision to the corporate debtor, the Board and the Adjudicating Authority, within three days of the date of such resolution.

(1B)Where the committee decides to 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 such form as notified by the Board through circular.]

(2)⁴⁹¹[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.

⁴⁹²[(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.]

⁴⁹³[Reg. 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.]

17. (1) From the date of appointment of the interim resolution professional,—

(a)the management of the affairs of the corporate debtor shall vest in the interim resolution professional;

(b)the powers of the board of directors or the partners of the corporate debtor, as the case may be, shall stand suspended and be exercised by the interim resolution professional;

(c)the officers and managers of the corporate debtor shall report to the interim resolution professional and provide access to such documents and records of the corporate debtor as may be required by the interim resolution professional;

(d)the financial institutions maintaining accounts of the corporate debtor shall act on the instructions of the interim resolution professional in relation to such accounts and furnish all information relating to the corporate debtor available with them to the interim resolution professional.

(2)The interim resolution professional vested with the management of the corporate debtor shall—

(a)act and execute in the name and on behalf of the corporate debtor all deeds, receipts, and other documents, if any;

(b)take such actions, in the manner and subject to such restrictions, as may be specified by the Board;

(c)have the authority to access the electronic records of corporate debtor from information utility having financial information of the corporate debtor;

(d)have the authority to access the books of account, records and other relevant documents of corporate debtor available with government authorities, statutory auditors, accountants and such other persons as ⁷²[may be specified; and].

⁷³[(e)be responsible for complying with the requirements under any law for the time being in force on behalf of the corporate debtor.]

Reg. 4. Access to books.

(1)Without prejudice to section 17(2)(d), the ⁴⁹⁴[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;

(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.

⁴⁹⁵[(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.

⁴⁹⁶[(3)The interim resolution professional or resolution professional, as the case may be, may seek from any creditor including financial institutions and statutory authorities, such information or records as he may deem fit, including the relevant extracts of 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 any 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 and the creditors shall provide the requisite information:

Provided that every creditor shall, at the first meeting of the committee, furnish to the interim resolution professional or resolution professional, as the case may be, all information and records in its possession relating to the assets and liabilities of the corporate debtor, as may be relevant for the conduct of the corporate insolvency resolution process.]

⁴⁹⁷[Reg. 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.]

⁴⁹⁸[Reg. 4D. Operating separate bank account for each real estate project.

Where the corporate debtor has any real estate project, the interim resolution professional or the resolution professional, as the case may be, shall operate a separate bank account for each real estate project.]

⁴⁹⁹[Reg. 4E. Handing over the possession.

After obtaining the approval of the committee with not less than sixty-six percent of total votes, the resolution professional shall hand over the possession of the plot, apartment, or building or any instruments agreed to be transferred under the real estate project and facilitate registration, where the allottee has requested for the same and has performed his part under the agreement.]

Reg. 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.

18. The interim resolution professional shall perform the following duties, namely:—

(a)collect all information relating to the assets, finances and operations of the corporate debtor for determining the financial position of the corporate debtor, including information relating to—

(i)business operations for the previous two years;

(ii)financial and operational payments for the previous two years;

(iii)list of assets and liabilities as on the initiation date; and

(iv)such other matters as may be specified;

(b)receive and collate all the claims submitted by creditors to him ⁸⁰[in such manner as may be specified], pursuant to the public announcement made under sections 13 and 15;

⁸¹[Explanation.––For the removal of doubts, it is hereby clarified that the interim resolution professional, while collating the claims, shall verify them, and, if required, determine the value of such verified claims.]

(c)constitute a committee of creditors;

(d)monitor the assets of the corporate debtor and manage its operations until a resolution professional is appointed by the committee of creditors;

(e)file information collected with the information utility, if necessary; and

(f)take control and custody of any asset over which the corporate debtor has ownership rights as recorded in the balance sheet of the corporate debtor, or with information utility or the depository of securities or any other registry that records the ownership of assets including—

(i)assets over which the corporate debtor has ownership rights which may be located in a foreign country;

(ii)assets that may or may not be in possession of the corporate debtor;

(iii)tangible assets, whether movable or immovable;

(iv)intangible assets including intellectual property;

(v)securities including shares held in any subsidiary of the corporate debtor, financial instruments, insurance policies;

(vi)assets subject to the determination of ownership by a court or authority;

(g)to perform such other duties as may be specified by the Board.

Explanation.—For the purposes of this ⁸²[section], the term “assets” shall not include the following, namely:—

(a)assets owned by a third party in possession of the corporate debtor held under trust or under contractual arrangements including bailment;

(b)assets of any Indian or foreign subsidiary of the corporate debtor; and

(c)such other assets as may be notified by the Central Government in consultation with any financial sector regulator.

Reg. 7. Claims by operational creditors.

(1)A person claiming to be an operational creditor, other than workman or employee of the corporate debtor, shall ⁵⁰⁰[submit claim with proof] to the interim resolution professional in person, by post or by electronic means in ⁵⁰¹[such form as notified by the Board through circular ]:

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;

(iii)an order of a court or tribunal that has adjudicated upon the non-payment of a debt, if any; or

(iv)financial accounts.

⁵⁰²[(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.]

Reg. 8. Claims by financial creditors.

(1)A person claiming to be a ⁵⁰³[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 ⁵⁰⁴[ such form as notified by the Board through circular]:

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 ⁵⁰⁵[paid]; or

(iv)an order of a court or tribunal that has adjudicated upon the non-payment of a debt, if any.

⁵⁰⁶[Reg. 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 ⁵⁰⁷[such form as notified by the Board through circular. ]

(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.]

Reg. 9. Claims by workmen and employees.

(1)A person claiming to be a workman or an employee of the corporate debtor shall submit ⁵⁰⁸[claim with proof] to the interim resolution professional in person, by post or by electronic means in ⁵⁰⁹[ such form as notified by the Board through circular]:

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.

(2)Where there are dues to numerous workmen or employees of the corporate debtor, an authorised representative may submit one ⁵¹⁰[claim with proof] for all such dues on their behalf in ⁵¹¹[ such form as notified by the Board through circular].

(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.

⁵¹²[Reg. 9A. Claims by other creditors.

(1)A person claiming to be a creditor, other than those covered under ⁵¹³[regulation 7, 8, 8A or 9], shall submit ⁵¹⁴[its claim with proof] to the interim resolution professional or resolution professional in person, by post or by electronic means in ⁵¹⁵[ such form as notified by the Board through circular].

(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.]

Reg. 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.

Reg. 11. Cost of proof.

A creditor shall bear the cost of proving the debt due to such creditor.

Reg. 12. Submission of proof of claims.

⁵¹⁶[(1)A creditor shall submit claim with proof on or before the last date mentioned in the public announcement.

Provided that a creditor, who fails to submit claim with proof within the time stipulated in the public announcement, may submit his claim with proof to the interim resolution professional or the resolution professional, as the case may be, up to the date of issue of request for resolution plans under regulation 36B or ninety days from the insolvency commencement date, whichever is later:

Provided further that the creditor shall provide reasons for delay in submitting the claim beyond the period of ninety days from the insolvency commencement. ]

⁵¹⁷[(2)****]

(3)Where the creditor in ⁵¹⁸[sub-regulation (1)] is ⁵¹⁹[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.

⁵²⁰[Reg. 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.]

Reg. 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.

⁵²¹[ ⁵²²[(1A)The interim resolution professional or the resolution professional, as the case may be, after verification of claims, either admit or reject the claim, in whole or in part, and shall communicate his decision of admission or rejection of claims to the creditor along with reasons for the same, within seven days of such admission or rejection of claims.]

(1B)In the event that claims are received after the period specified under sub-regulation (1) of regulation 12 and up to seven days before the date of meeting of creditors for voting on the resolution plan or the initiation of liquidation, as the case may be, the interim resolution professional or resolution professional, as the case may be, shall verify all such claims and categorise them as acceptable or non-acceptable for collation.

(1C)The interim resolution professional or resolution professional, as the case may be, shall:-

(a)intimate the creditor within seven days of categorisation thereof under sub-regulation (1B) and provide reasons where such claim has been categorised as non-acceptable for collation; and

(b)put up the claims categorised as acceptable under sub-regulation (1B) and collated by him to:-

(i)the committee in its next meeting for its recommendation for inclusion in the list of creditors and its treatment in the resolution plan, if any; and

(ii)submit such claims before the Adjudicating Authority for condonation of delay and adjudication wherever applicable.]

(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 ⁵²³[or their authorised representatives];

(c)displayed on the website, if any, of the corporate debtor;

⁵²⁴[(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.

Reg. 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.

Reg. 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.

⁵²⁵[Reg. 30C. Report on the status of development rights and permissions of real estate projects.

Where the corporate debtor has any real estate project, the resolution professional shall:

(a)prepare a report detailing the status of development rights and permissions required for development of such project;

(b)submit the report to the committee for its comments; and

(c)submit to the Adjudicating Authority, the report referred to in clause (a) along with the comments of the committee referred to in clause (b), on or before the sixtieth day from the insolvency commencement date.]

Reg. 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.

19. ¹⁰³[(1) Any person who is or has been a personnel of the corporate debtor or its promoter or associated with the management of the corporate debtor, or engaged in a contract for service with the corporate debtor, shall extend all assistance and cooperation to the interim resolution professional as may be required by him for the purposes of managing the affairs of the corporate debtor or performing the duties conferred on him under this Chapter.]

(2)Where ¹⁰⁴[any person referred to in sub-section (1)] or any other person required to assist or cooperate with the interim resolution professional does not assist or cooperate, the interim resolution professional may make an application to the Adjudicating Authority for necessary directions.

(3)The Adjudicating Authority, on receiving an application under sub-section (2), shall by an order, ¹⁰⁵[direct such person referred to in sub-section (1)] or other person to comply with the instructions of the ¹⁰⁶[interim resolution professional] and to cooperate with him in collection of information and management of the corporate debtor.

¹⁰⁷[Explanation.—For the purposes of this section, it is hereby clarified that references to the interim resolution professional shall also include references to the resolution professional.]

⁵²⁶[Reg. 3A. ⁵²⁷[ Duty to extend assistance and cooperation].

(1)The interim resolution professional or resolution professional, as the case may be, shall take custody and control as specified under this regulation from ⁵²⁸[ any person as covered under section 19], of the following:-

(a)the records of information relating to the assets, finances and operations of the corporate debtor referred in clause (a) of section 18 and such other information required under regulation 36 ⁵²⁹[in such format as notified by the Board];

(b)the assets recorded in the balance sheet of the corporate debtor or in any other records referred in clause (f) of section 18.

(2)⁵³⁰[Any person as covered under section 19] shall provide to the interim resolution professional or resolution professional, as the case may be, a list of assets and records while handing over their custody and control, and the interim resolution professional or resolution professional may, after taking such custody and control, if deemed necessary, identify person(s) in whose possession these assets and records will be held.

(3)Where any asset or record has not been handed over or the list has not been provided under sub-regulation (2), the interim resolution professional or resolution professional, as the case may be, shall himself prepare a list of assets and records while taking custody and control of assets and records, and the interim resolution professional or resolution professional may, after taking such custody and control, if deemed necessary, identify person(s) in whose possession these assets and records will be held.

(4)Each list of assets and records under sub-regulation (2) and (3) shall be signed by the parties present and by at least two individuals who have witnessed the act of taking control and custody of such assets and records.

(5)The interim resolution professional or resolution professional, as the case may be, shall requisition from ⁵³¹[ any person as covered under section 19], the information relating to the assets, finances and operations of the corporate debtor referred in clause (a) of section 18 and such information required under regulation 36 which were required to be maintained by the corporate debtor but have not yet been handed over.

(6)The interim resolution professional or resolution professional, as the case may be, shall requisition from ⁵³²[ any person as covered under section 19], the assets which are recorded in the balance sheet or in any other records referred in clause (f) of section 18 and whose custody has not been handed over.

(7)An application made under sub-section (2) of section 19 in respect of failure to provide any asset or record as requisitioned under the Code and this regulation, shall show presence of such asset or record in the notice of requisition and absence of such asset or record in the list of assets and records taken in control and custody under sub-regulation (2) and (3).]

20. (1) The interim resolution professional shall make every endeavour to protect and preserve the value of the property of the corporate debtor and manage the operations of the corporate debtor as a going concern.

(2)For the purposes of sub-section (1), the interim resolution professional shall have the authority—

(a)to appoint accountants, legal or other professionals as may be necessary;

(b)to enter into contracts on behalf of the corporate debtor or to amend or modify the contracts or transactions which were entered into before the commencement of corporate insolvency resolution process;

(c)to raise interim finance provided that no security interest shall be created over any encumbered property of the corporate debtor without the prior consent of the creditors whose debt is secured over such encumbered property:

Provided that no prior consent of the creditor shall be required where the value of such property is not less than the amount equivalent to twice the amount of the debt;

(d)to issue instructions to personnel of the corporate debtor as may be necessary for keeping the corporate debtor as a going concern; and

(e)to take all such actions as are necessary to keep the corporate debtor as a going concern.

Reg. 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;

⁵³³[(aa)fee payable to authorised representative under ⁵³⁴[sub-regulation (8)] of regulation 16A;

(ab)out of pocket expenses of authorised representative for discharge of his functions under ⁵³⁵[section 25A];]

⁵³⁶[(ac)fee payable to facilitator under clause (c) of sub-regulation (1) of regulation 16C.]

(b)amounts due to a person whose rights are prejudicially affected on account of the moratorium imposed under section 14(1)(d);

⁵³⁷[(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;

(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.

⁵³⁸[Reg. 31B. Approval of committee for insolvency resolution process costs.

(1)All insolvency resolution process costs incurred till the first meeting of the committee, along with the justification for incurring such costs, shall be placed by the resolution professional for the approval of the committee at its first meeting.

(2)The resolution professional shall prepare a Going Concern Assessment Report which shall include —

(a)estimated income, expenditure and cash flows arising from continuation of operations;

(b)details of working capital requirements, if any; and

(c)material risks of value erosion arising from continuation or suspension of operations.

(3)The resolution professional shall place the Going Concern Assessment Report prepared under sub-regulation (2) at the first meeting of the committee and based on such Going Concern Assessment Report, the committee shall decide whether the operations of the corporate debtor shall be continued and, if so, the scope and duration of such operations.

(4)After the first meeting of the committee of creditors, all insolvency resolution process costs shall be incurred only with the prior approval of the committee.

(5)For the purpose of sub-regulation (4), the resolution professional shall, at each meeting of the committee—

(a)place statements of estimate of income, expense and cash flow for the period up to the next meeting;

(b)seek approval for insolvency resolution process costs proposed to be incurred until the next meeting; and

(c)place a statement comparing actual insolvency resolution process costs with the estimates of costs approved by the committee in the previous meeting.]

Reg. 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.

⁵³⁹[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.]

Reg. 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.

⁵⁴⁰[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. ⁵⁴¹[34 A. Disclosure of Costs. 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.]

⁵⁴²[Reg. 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 ⁵⁴³[ Schedule-I ]:

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 ⁵⁴⁴[ Schedule-I ], 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 ⁵⁴⁵[ Schedule-I ] 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.]

21. (1) The interim resolution professional shall after collation of all claims received against the corporate debtor and determination of the financial position of the corporate debtor, constitute a committee of creditors.

(2)The committee of creditors shall comprise all financial creditors of the corporate debtor:

Provided that a ¹²²[financial creditor or the authorised representative of the financial creditor referred to in sub-section (6) or sub-section (6A) or sub-section (5) of section 24, if it is a related party of the corporate debtor,] shall not have any right of representation, participation or voting in a meeting of the committee of creditors.

¹²³[Provided further that the first proviso shall not apply to a financial creditor, regulated by a financial sector regulator, if it is a related party of the corporate debtor solely on account of conversion or substitution of debt into equity shares or instruments convertible into equity shares ¹²⁴[or completion of such transactions as may be prescribed,] prior to the insolvency commencement date.]

(3)¹²⁵[Subject to sub-sections (6) and (6A), where] the corporate debtor owes financial debts to two or more financial creditors as part of a consortium or agreement, each such financial creditor shall be part of the committee of creditors and their voting share shall be determined on the basis of the financial debts owed to them.

(4)Where any person is a financial creditor as well as an operational creditor,—

(a)such person shall be a financial creditor to the extent of the financial debt owed by the corporate debtor, and shall be included in the committee of creditors, with voting share proportionate to the extent of financial debts owed to such creditor;

(b)such person shall be considered to be an operational creditor to the extent of the operational debt owed by the corporate debtor to such creditor.

(5)Where an operational creditor has assigned or legally transferred any operational debt to a financial creditor, the assignee or transferee shall be considered as an operational creditor to the extent of such assignment or legal transfer.

(6)Where the terms of the financial debt extended as part of a consortium arrangement or syndicated facility ¹²⁶*** provide for a single trustee or agent to act for all financial creditors, each financial creditor may—

(a)authorise the trustee or agent to act on his behalf in the committee of creditors to the extent of his voting share;

(b)represent himself in the committee of creditors to the extent of his voting share;

(c)appoint an insolvency professional (other than the resolution professional) at his own cost to represent himself in the committee of creditors to the extent of his voting share; or

(d)exercise his right to vote to the extent of his voting share with one or more financial creditors jointly or severally.

¹²⁷[(6A)Where a financial debt—

(a)is in the form of securities or deposits and the terms of the financial debt provide for appointment of a trustee or agent to act as authorised representative for all the financial creditors, such trustee or agent shall act on behalf of such financial creditors;

(b)is owed to a class of creditors exceeding the number as may be specified, other than the creditors covered under clause (a) or sub-section (6), the interim resolution professional shall make an application to the Adjudicating Authority along with the list of all financial creditors, containing the name of an insolvency professional, other than the interim resolution professional, to act as their authorised representative who shall be appointed by the Adjudicating Authority prior to the first meeting of the committee of creditors;

(c)is represented by a guardian, executor or administrator, such person shall act as authorised representative on behalf of such financial creditors,

and such authorised representative under clause (a) or clause (b) or clause (c) shall attend the meetings of the committee of creditors, and vote on behalf of each financial creditor to the extent of his voting share.

(6B)The remuneration payable to the authorised representative—

(i)under clauses (a) and (c) of sub-section (6A), if any, shall be as per the terms of the financial debt or the relevant documentation; and

(ii)under clause (b) of sub-section (6A) shall be as specified which shall form part of the insolvency resolution process costs];

¹²⁸[(7)The Board may specify the manner of voting and the determining of the voting share in respect of financial debts covered under sub-sections (6) and (6A).

(8)Save as otherwise provided in this Code, all decisions of the committee of creditors shall be taken by a vote of not less than fifty-one per cent. of voting share of the financial creditors:

Provided that where a corporate debtor does not have any financial creditors, the committee of creditors shall be constituted and shall comprise of such persons to exercise such functions in such manner as may be specified.]

(9)The committee of creditors shall have the right to require the resolution professional to furnish any financial information in relation to the corporate debtor at any time during the corporate insolvency resolution process.

(10)The resolution professional shall make available any financial information so required by the committee of creditors under sub-section (9) within a period of seven days of such requisition.

¹²⁹[(11)Where the liquidation process of the corporate debtor is initiated under Chapter III, the committee of creditors constituted under this section shall also supervise the conduct of the liquidation process by the liquidator, and the provisions of this section and section 24 shall apply to such liquidation process under Chapter III as the context may require:

Provided that the Board may specify any other class or classes of creditors, who may attend the meetings of the committee of creditors during liquidation process, but shall not have any right to vote in such meetings.

Explanation.—For the purposes of Chapter III, it is hereby declared that the provisions of sub-section (11) of this section, section 34A and sub-section (2) of section 35, as amended by the Insolvency and Bankruptcy Code (Amendment) Act, 2026, shall apply to—

(a)the liquidation process of a corporate debtor initiated after the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2026; and

(b)the ongoing liquidation process of a corporate debtor as on such date of commencement, where the liquidator has not made an application under section 54, for which the committee of creditors shall continue for the remainder of the liquidation process.]

Reg. 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 -

(a)eighteen largest ⁵⁴⁶[unrelated] operational creditors by value:

⁵⁴⁷[Provided that if the number of such unrelated operational creditors is less than eighteen, the committee shall include all such unrelated 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.

⁵⁴⁸[Reg. 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 ⁵⁴⁹[such form as notified by the Board through circular, received] under sub-regulation (1) of regulation 12, to act as the authorised representative of the creditors of the respective class:

⁵⁵⁰[Provided that the choice of an insolvency professional to act as an authorised representative by a financial creditor in a ⁵⁵¹[class in such Form] shall not be considered, ⁵⁵²[if that Form] is received after the time stipulated in the public announcement.]

(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 ⁵⁵³[ regulation 12:]

⁵⁵⁴[Provided that till the application for appointment of the authorised representative for a class of creditors is under consideration before the Adjudicating Authority, the insolvency professional selected under sub-regulation (1) shall act as an interim representative for such class of creditors, and shall be entitled to attend the meetings of the committee and shall have such rights and duties as that of an authorised representative.]

(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.

⁵⁵⁵[(3A)The financial creditors in the class, representing not less than ten per cent. voting share may seek replacement of the authorised representative with an insolvency professional of their choice by making a request to the interim resolution professional or resolution professional who shall circulate such request to the creditors in that class and announce a voting window open for at least twenty-four hours.

(3B)Subject to clauses (a) and (b) of sub-regulation (2) of regulation 4A, the interim resolution professional or resolution professional, as the case may be, shall offer choice of at least three insolvency professionals to the financial creditors in the class including such insolvency professional(s) proposed under sub-regulation (3A) along with the existing authorised representative.

(3C)The resolution professional shall apply to the Adjudicating Authority for appointment of the authorised representative who receives the highest percentage of voting share of financial creditors in that class.]

(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.

⁵⁵⁶[(8)(a) 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: -

(b)The authorised representative shall be entitled to receive fee for every meeting of the class of creditors convened by him in the following manner, namely: -

(c)The payment of fee to authorised representative shall be part of insolvency resolution process cost in respect of two meeting with the creditors he represents corresponding to a meeting of the committee of creditors.

(d)The fee for any additional meeting beyond two meetings corresponding to a meeting of the committee of creditors shall be part of insolvency resolution process cost subject to approval of committee of creditors.]

⁵⁵⁷[(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.]

⁵⁵⁸[(10)The authorised representative shall: -

(a)assist the creditors in a class he represents in understanding the discussions and considerations of the committee meetings and facilitate informed decision- making;

(b)review the contents of minutes prepared by the resolution professional and provide his comments to the resolution professional, if any;

(c)help the creditors in a class he represents during the consultations made by the resolution professional to prepare a strategy for marketing of the assets of the corporate debtor in terms of sub-regulation (1) of regulation 36C;

(d)work in collaboration with the creditors in a class he represents to enhance the marketability of the assets of the corporate debtor in terms of sub-regulation (3) of regulation 36C;

(e)assist the creditors in a class he represents in evaluating the resolution plans submitted by resolution applicants;

(f)ensure that the creditors in a class he represents have access to any information or documents required to form an opinion on issues discussed in the committee meetings;

(g)update regularly the creditors in a class he represents on the progress of the corporate insolvency resolution process;

(h)make suggestions for modifications of the resolution plan as may be required by the creditors in class he represents;

(i)record proceedings and prepare the minutes of the meeting with the creditors in a class he represents; and

(j)act as a representative for the creditors in a class he represents in representations before the Adjudicating Authority, National Company Law Appellate Tribunal, and other regulatory authorities.

(11)The provisions regarding minutes of meetings in this regulation shall apply mutatis mutandis for clause (i) of sub-regulation (10).

(12)The creditors in a class may propose any additional responsibility upon the authorised representative in relation to the representation of their interest in the committee.]

Reg. 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).]

⁵⁵⁹[Reg. 16C. Appointment of facilitators.

(1)Where the number of creditors in a class exceeds one thousand, the committee may, direct the interim resolution professional or resolution professional, as the case may be, to appoint an insolvency professional other than the interim resolution professional, resolution professional and authorised representative, or any other person, as facilitator for a sub-class within the creditors in a class, subject to the following conditions:-

(a)the appointment of facilitator shall be considered only if, after the first meeting of the committee, a sub-class comprising of at least one hundred creditors out of the total number of creditors in a class, request for the inclusion of an agenda for such appointment along with the name of the proposed facilitator;

(b)the total number of facilitators shall not exceed five; and

(c)the fee for facilitator for each sub-class shall be twenty per cent. of the fees specified for the authorised representative and such fee shall be part of the insolvency resolution process cost.

(2)The committee may replace the facilitator on the recommendation of a majority of the members of the sub-class.

Reg. 16D. Roles and responsibilities of the facilitator.

The roles and responsibilities of the facilitator(s) shall include the following:-

(a)facilitating communication between the authorised representative and the creditors of the sub-class;

(b)attending the meetings of the committee, as observers, to facilitate communication between creditors of the respective sub-class;

(c)providing information and clarifications to the creditors in a sub-class about the insolvency resolution process, as per advice of the authorised representative; and

(d)any other tasks assigned by the committee to improve representation and communication.]

Reg. 17. ⁵⁶⁰[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.

⁵⁶¹[(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.] ⁵⁶²[

⁵⁶³[Reg. 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;

⁵⁶⁴[(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;]

(b)eligible to be ⁵⁶⁵[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 ⁵⁶⁶[ such form as notified by the Board through circular].]

⁵⁶⁷[Reg. 16E. Assistance to committee where creditors other than scheduled banks or public financial institutions hold significant voting share.

Where creditors, other than a scheduled bank or a public financial institution as defined in clause (72) of section 2 of the Companies Act, 2013 (18 of 2013), hold more than sixty-six per cent of the voting share in the committee, the resolution professional shall—

(a)invite the five largest unrelated operational creditors, which shall include the three largest authorities to whom statutory dues are owed, by value of admitted claims, to attend the meetings of the committee as observers with no voting rights; and

(b)record their observations, if any, in the minutes of the meetings of the committee.]

22. (1) The first meeting of the committee of creditors shall be held within seven days of the constitution of the committee of creditors.

(2)The committee of creditors, may, in the first meeting, by a majority vote of not less than ¹⁴⁸[sixty-six] per cent. of the voting share of the financial creditors, either resolve to appoint the interim resolution professional as a resolution professional or to replace the interim resolution professional by another resolution professional.

(3)Where the committee of creditors resolves under sub-section (2)—

(a)to continue the interim resolution professional as resolution professional, ¹⁴⁹[subject to a written consent from the interim resolution professional in the specified form] ¹⁵⁰[such person shall be deemed to be appointed as the resolution professional from the date of such resolution, and this decision shall be communicated to the interim resolution professional, the corporate debtor, and the Board]; or

(b)to replace the interim resolution professional, it shall file an application before the Adjudicating Authority for the appointment of the proposed resolution professional ¹⁵¹[along with a written consent from the proposed resolution professional in the specified form].

(4)The Adjudicating Authority shall forward the name of the resolution professional proposed under clause (b) of sub-section (3) to the Board for its confirmation and shall make such appointment after confirmation by the Board.

(5)Where the Board does not confirm the name of the proposed resolution professional within ten days of the receipt of the name of the proposed resolution professional, the Adjudicating Authority shall, by order, direct the interim resolution professional to continue to function as the resolution professional until such time as the Board confirms the appointment of the proposed resolution professional.

Reg. 3. Eligibility for resolution professional.

(1)An insolvency professional shall be eligible to be appointed as ⁴⁸⁶[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 ⁴⁸⁷[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 ⁴⁸⁸[five per cent] or more of the gross turnover of such firm, in the last three financial years. ⁴⁸⁹[***]

⁴⁹⁰[(1A)Where the committee of creditors, in its first meeting, resolves under clause (a) of sub- section (3) of section 22 of the Code to appoint the interim resolution professional as the resolution professional, the interim resolution professional shall intimate such decision to the corporate debtor, the Board and the Adjudicating Authority, within three days of the date of such resolution.

(1B)Where the committee decides to 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 such form as notified by the Board through circular.]

(2)⁴⁹¹[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.

⁴⁹²[(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.]

23. (1) Subject to section 27, the resolution professional shall conduct the entire corporate insolvency resolution process and manage the operations of the corporate debtor during the corporate insolvency resolution process period:

¹⁶¹[Provided that the resolution professional shall continue to manage the operations of the corporate debtor after the expiry of the corporate insolvency resolution process period, until an order approving the resolution plan under sub-section (1) of section 31 or appointing a liquidator under section 34 is passed by the Adjudicating Authority.]

(2)The resolution professional shall exercise powers and perform duties as are vested or conferred on the interim resolution professional under this Chapter.

(3)In case of any appointment of a resolution professional under sub-section (4) of section 22, the interim resolution professional shall provide all the information, documents and records pertaining to the corporate debtor in his possession and knowledge to the resolution professional.

24. (1) The members of the committee of creditors may meet in person or by such electronic means as may be specified.

(2)All meetings of the committee of creditors shall be conducted by the resolution professional.

(3)The resolution professional shall give notice of each meeting of the committee of creditors to—

(a)members of ¹⁶²[committee of creditors, including the authorised representatives referred to in sub-sections (6) and (6A) of section 21 and sub-section (5)];

(b)members of the suspended Board of Directors or the partners of the corporate persons, as the case may be;

(c)operational creditors or their representatives if the amount of their aggregate dues is not less than ten per cent. of the debt.

(4)The directors, partners and one representative of operational creditors, as referred to in sub-section (3), may attend the meetings of committee of creditors, but shall not have any right to vote in such meetings:

Provided that the absence of any such director, partner or representative of operational creditors, as the case may be, shall not invalidate proceedings of such meeting.

(5)¹⁶³[Subject to sub-sections (6), (6A) and (6B) of section 21, any creditor] who is a member of the committee of creditors may appoint an insolvency professional other than the resolution professional to represent such creditor in a meeting of the committee of creditors:

Provided that the fees payable to such insolvency professional representing any individual creditor will be borne by such creditor.

(6)Each creditor shall vote in accordance with the voting share assigned to him based on the financial debts owed to such creditor.

(7)The resolution professional shall determine the voting share to be assigned to each creditor in the manner specified by the Board.

(8)The meetings of the committee of creditors shall be conducted in such manner as may be specified.

Reg. 18. Meetings of the committee.

⁵⁶⁸[(1)A resolution professional shall convene a meeting of the committee before lapse of thirty days from the last meeting:

Provided that the committee may decide to extend the interval between such meetings subject to the condition that there shall be at least one meeting in each quarter.]

(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.

⁵⁶⁹[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.]

⁵⁷⁰[(4)Where the corporate debtor has any real estate project, the committee may direct the resolution professional to invite the ‘competent authority’ as defined in clause (p) of section 2 of the Real Estate (Regulation and Development) Act, 2016 (16 of 2016) related to such project to attend such meeting(s) of the committee, as the committee may decide, without voting rights, for providing inputs on matters associated with the development of such project.]

⁵⁷¹[(5)The committee may direct the resolution professional to invite the providers of interim finance to attend as observers without voting rights, such meeting(s) of the committee, as the committee may decide.]

Reg. 19. Notice for meeting of the committee.

⁵⁷²[(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 ⁵⁷³[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.]

Reg. 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.

(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.

Reg. 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.

⁵⁷⁴[(3)The notice of the meeting shall contain 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

(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.

Reg. 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.

Reg. 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.

(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.

Reg. 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;

(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.

Reg. 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)⁵⁷⁵[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.]

(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.

⁵⁷⁶[(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

⁵⁷⁷[(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, from the circulation of the minutes, for such time as decided by the committee which shall not be less than twenty-four hours and shall not exceed seven days:

Provided that on a request for extension made by a creditor, the voting window shall be extended in increments of twenty-four hours period:

Provided further that the resolution professional shall not extend the voting window where the matters listed for voting have already received the requisite majority vote and one extension has been given after the receipt of requisite majority vote.]

(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.]

Reg. 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-

(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. ⁵⁷⁸[***]

(2)⁵⁷⁹[***]

(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. ⁵⁸⁰[

25. (1) It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.

(2)For the purposes of sub-section (1), the resolution professional shall undertake the following actions, namely:—

(a)take immediate custody and control of all the assets of the corporate debtor, including the business records of the corporate debtor;

(b)represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial or arbitration proceedings;

(c)raise interim finances subject to the approval of the committee of creditors under section 28;

(d)appoint accountants, legal or other professionals in the manner as specified by Board;

(e)maintain an updated list of claims;

(f)convene and attend all meetings of the committee of creditors;

(g)prepare the information memorandum in accordance with section 29;

¹⁷⁴[(h)invite prospective resolution applicants, who fulfil such criteria as may be laid down by him with the approval of committee of creditors, having regard to the complexity and scale of operations of the business of the corporate debtor and such other conditions as may be specified by the Board, to submit a resolution plan or plans.]

(i)present all resolution plans at the meetings of the committee of creditors;

¹⁷⁵[(j)file an application to the Adjudicating Authority in respect of an avoidance transaction or fraudulent or wrongful trading, if any; and]

(k)such other actions as may be specified by the Board.

Reg. 27. Appointment of Professionals.

⁵⁸¹[(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 sets of registered valuers to determine the fair value and the liquidation value in accordance with regulation 35.]

⁵⁸²[Provided that, in respect of a corporate debtor classified as a micro, small or medium enterprise under sub-section (1) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), the resolution professional shall appoint one set of registered valuers, unless the committee decides, for reasons to be recorded in writing, to appoint two sets of registered valuers.]

(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.]

Reg. 28. Transfer of debt due to creditors.

⁵⁸³[(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, within seven days of such assignment or transfer, 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.

⁵⁸⁴[Reg. 28A. Transfer of assets of guarantor taken into possession.

(1)In accordance with section 28A, where a creditor of the corporate debtor has, prior to or during the corporate insolvency resolution process, taken possession of any asset of a personal guarantor or corporate guarantor of the corporate debtor, the resolution professional may place the proposal for permitting transfer of such asset as part of its insolvency resolution, before the committee.

(2)The proposal placed before the committee shall contain—

(a)a detailed description of the asset; and

(b)the estimated realisable value of the asset as determined by the registered valuer appointed by the creditor transferring the asset or as determined during the corporate insolvency resolution process or liquidation process or the insolvency resolution process for personal guarantors to corporate debtor or the bankruptcy process for personal guarantors to corporate debtor, as the case may be; and

(c)consent of the creditor for transfer of the asset; or the proof of approval of the meeting of creditors or the committee, of the personal guarantor undergoing insolvency resolution process or bankruptcy process, as the case may be, or the corporate guarantor undergoing corporate insolvency resolution process or liquidation process, as the case may be, permitting the transfer of the asset.

(3)Where approval is granted by the committee of the corporate debtor permitting the transfer of such asset as part of its insolvency resolution, the resolution professional shall -

(a)ensure that the proposed transfer is disclosed in the information memorandum;

(b)specify the particulars of such transfer in the request for resolution plans; and

(c)ensure that the terms of the resolution plan provide for treatment of proceeds in the manner provided in sub-section (3) of section 28A.

(4)While considering a resolution plan, the committee shall take into account the value of the asset of the guarantor and the treatment provided in clause (c) of sub-regulation (3) above, for adequately safeguarding the interest of all stakeholders including creditors and guarantors.

Reg. 28B. Facilitation of transfer of assets.

(1)Where the corporate debtor is a corporate guarantor undergoing a corporate insolvency resolution process, the resolution professional of such corporate debtor which has given the corporate guarantee shall coordinate with the resolution professional of the corporate debtor to whom such guarantee has been given, regarding transfer of assets in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(2)For the purposes of section 28A, the resolution professional shall obtain approval from the committee of the corporate debtor which has given the corporate guarantee for the transfer of assets in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(3)Where approval is granted by the committee of the corporate debtor as corporate guarantor permitting the transfer, the resolution professional of such corporate debtor shall ensure that the proposed transfer is appropriately disclosed in the information memorandum.]

Reg. 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 ⁵⁸⁵[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.

⁵⁸⁶[Reg. 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 ⁵⁸⁷[***].

(3)⁵⁸⁸[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.]

⁵⁸⁹[(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.]

⁵⁹⁰[(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.]

⁵⁹¹[Reg. 36A. Invitation for expression of interest.

(1)The resolution professional shall publish brief particulars of the invitation for expression of interest in ⁵⁹²[such form as notified by the Board through circular] at the earliest, ⁵⁹³[not later than sixtieth day]from the insolvency commencement date, from interested and eligible prospective resolution applicants to submit resolution plans.

⁵⁹⁴[Clarification: The resolution professional after the approval of the committee may invite a resolution plan for each real estate project or group of projects of the corporate debtor.]

⁵⁹⁵[(1A)The resolution professional may, with the approval of the committee, invite expression of interest for submission of resolution plans for the corporate debtor as a whole, or for sale of one or more of assets of the corporate debtor, or for both.]

(2)The resolution professional shall publish ⁵⁹⁶[the form as provided in sub-regulation (1)]-

(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 ⁵⁹⁷[ form as provided in sub-regulation (1)] 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 interest⁵⁹⁸[;]

(d)not require payment of any fee or any non-refundable deposit for submission of expression of ⁵⁹⁹[interest; and].

⁶⁰⁰[(e)provide details of the corporate debtor's registration status as a micro, small, or medium enterprise in accordance with the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006).]

⁶⁰¹[Provided that where the corporate debtor has any real estate project, the committee, for an association or group of allottees in such real estate project, representing not less than ten per cent. or one hundred creditors out of the total number of creditors in a class, whichever is lower, may relax the following:

(a)eligibility criteria for submission of expression of interest provided in clause (a) above; and

(b)conditions regarding the refundable deposit.]

⁶⁰²[(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).

(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.]

⁶⁰³[Reg. 36B. Request for resolution plans.

(1)⁶⁰⁴[The resolution professional shall, within five days of the date of issue of the final list under sub-regulation (12) of regulation 36A, issue the information memorandum, evaluation matrix and a request for resolution plans to every resolution applicant in the final list:

Provided that where such documents are available, the same may also be provided to every prospective resolution applicant 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.

⁶⁰⁵[(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 ⁶⁰⁶[implementation schedule:]

⁶⁰⁷[Provided that where the corporate debtor has any real estate project, the committee may relax the requirement to provide for performance security for an association or group of allottees in such real estate project, representing not less than ten per cent. or one hundred creditors out of the total number of creditors in a class, whichever is lower.]

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).

⁶⁰⁸[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. ⁶⁰⁹[*** ]

(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.]

⁶¹⁰[Reg. 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.

(3)The member(s) of committee may also take measures for marketing of the assets of the corporate debtor.]

⁶¹¹[Reg. 30B. Audit of corporate debtor.

(1)Any member(s) of the committee may propose an audit of the corporate debtor along with the objectives, scope, estimate of the costs, timeframe and name(s) of the proposed auditor(s).

(2)A proposal made under sub-regulation (1) shall be considered as per sub-regulation (3) of regulation 18 and an audit shall be conducted if such proposal is approved by the committee.

(3)The audit shall be conducted by an insolvency professional having qualifications required for such audit.

(4)The auditor shall prepare a report detailing his findings and the same shall be presented before the committee along with the comments of the interim resolution professional or the resolution professional, as the case may be.

(5)The expenses of such audit shall be treated as insolvency resolution process costs.]

²⁰²[25A. (1) The authorised representative under sub-section (6) or sub-section (6A) of section 21 or sub-section (5) of section 24 shall have the right to participate and vote in meetings of the committee of creditors on behalf of the financial creditor he represents in accordance with the prior voting instructions of such creditors obtained through physical or electronic means.

(2)It shall be the duty of the authorised representative to circulate the agenda and minutes of the meeting of the committee of creditors to the financial creditor he represents.

(3)The authorised representative shall not act against the interest of the financial creditor he represents and shall always act in accordance with their prior instructions:

Provided that if the authorised representative represents several financial creditors, then he shall cast his vote in respect of each financial creditor in accordance with instructions received from each financial creditor, to the extent of his voting share:

Provided further that if any financial creditor does not give prior instructions through physical or electronic means, the authorised representative shall abstain from voting on behalf of such creditor.

²⁰³[(3A)Notwithstanding anything to the contrary contained in sub-section (3), the authorised representative under sub-section (6A) of section 21 shall cast his vote on behalf of all the financial creditors he represents in accordance with the decision taken by a vote of more than fifty per cent. of the voting share of the financial creditors he represents, who have cast their vote:

Provided that for a vote to be cast in respect of an application under section 12A, the authorised representative shall cast his vote in accordance with the provisions of sub-section (3).]

(4)The authorised representative shall file with the committee of creditors any instructions received by way of physical or electronic means, from the financial creditor he represents, for voting in accordance therewith, to ensure that the appropriate voting instructions of the financial creditor he represents is correctly recorded by the interim resolution professional or resolution professional, as the case may be.

Explanation.—For the purposes of this section, the “electronic means” shall be such as may be specified.]

⁵⁴⁸[Reg. 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 ⁵⁴⁹[such form as notified by the Board through circular, received] under sub-regulation (1) of regulation 12, to act as the authorised representative of the creditors of the respective class:

⁵⁵⁰[Provided that the choice of an insolvency professional to act as an authorised representative by a financial creditor in a ⁵⁵¹[class in such Form] shall not be considered, ⁵⁵²[if that Form] is received after the time stipulated in the public announcement.]

(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 ⁵⁵³[ regulation 12:]

⁵⁵⁴[Provided that till the application for appointment of the authorised representative for a class of creditors is under consideration before the Adjudicating Authority, the insolvency professional selected under sub-regulation (1) shall act as an interim representative for such class of creditors, and shall be entitled to attend the meetings of the committee and shall have such rights and duties as that of an authorised representative.]

(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.

⁵⁵⁵[(3A)The financial creditors in the class, representing not less than ten per cent. voting share may seek replacement of the authorised representative with an insolvency professional of their choice by making a request to the interim resolution professional or resolution professional who shall circulate such request to the creditors in that class and announce a voting window open for at least twenty-four hours.

(3B)Subject to clauses (a) and (b) of sub-regulation (2) of regulation 4A, the interim resolution professional or resolution professional, as the case may be, shall offer choice of at least three insolvency professionals to the financial creditors in the class including such insolvency professional(s) proposed under sub-regulation (3A) along with the existing authorised representative.

(3C)The resolution professional shall apply to the Adjudicating Authority for appointment of the authorised representative who receives the highest percentage of voting share of financial creditors in that class.]

(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.

⁵⁵⁶[(8)(a) 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: -

(b)The authorised representative shall be entitled to receive fee for every meeting of the class of creditors convened by him in the following manner, namely: -

(c)The payment of fee to authorised representative shall be part of insolvency resolution process cost in respect of two meeting with the creditors he represents corresponding to a meeting of the committee of creditors.

(d)The fee for any additional meeting beyond two meetings corresponding to a meeting of the committee of creditors shall be part of insolvency resolution process cost subject to approval of committee of creditors.]

⁵⁵⁷[(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.]

⁵⁵⁸[(10)The authorised representative shall: -

(a)assist the creditors in a class he represents in understanding the discussions and considerations of the committee meetings and facilitate informed decision- making;

(b)review the contents of minutes prepared by the resolution professional and provide his comments to the resolution professional, if any;

(c)help the creditors in a class he represents during the consultations made by the resolution professional to prepare a strategy for marketing of the assets of the corporate debtor in terms of sub-regulation (1) of regulation 36C;

(d)work in collaboration with the creditors in a class he represents to enhance the marketability of the assets of the corporate debtor in terms of sub-regulation (3) of regulation 36C;

(e)assist the creditors in a class he represents in evaluating the resolution plans submitted by resolution applicants;

(f)ensure that the creditors in a class he represents have access to any information or documents required to form an opinion on issues discussed in the committee meetings;

(g)update regularly the creditors in a class he represents on the progress of the corporate insolvency resolution process;

(h)make suggestions for modifications of the resolution plan as may be required by the creditors in class he represents;

(i)record proceedings and prepare the minutes of the meeting with the creditors in a class he represents; and

(j)act as a representative for the creditors in a class he represents in representations before the Adjudicating Authority, National Company Law Appellate Tribunal, and other regulatory authorities.

(11)The provisions regarding minutes of meetings in this regulation shall apply mutatis mutandis for clause (i) of sub-regulation (10).

(12)The creditors in a class may propose any additional responsibility upon the authorised representative in relation to the representation of their interest in the committee.]

²¹²[26. The filing of an application in respect of an avoidance transaction or fraudulent or wrongful trading or under section 47, shall not affect the proceedings of the corporate insolvency resolution processor the liquidation process, as the case may be.

Explanation.––For the removal of doubts, it is hereby clarified that the completion of the corporate insolvency resolution process or the liquidation process shall not affect the continuation of proceedings in respect of an avoidance transaction or fraudulent or wrongful trading or under section 47, as the case may be.]

27. (1) Where, at any time during the corporate insolvency resolution process, the committee of creditors is of the opinion that a resolution professional appointed under section 22 is required to be replaced, it may replace him with another resolution professional in the manner provided under this section.

²¹³[(2)The committee of creditors may, at a meeting, by a vote of sixty-six per cent. of voting shares, resolve to replace the resolution professional appointed under section 22 with another resolution professional, subject to a written consent from the proposed resolution professional in the specified form.]

(3)The committee of creditors shall forward the name of the insolvency professional proposed by them to the Adjudicating Authority.

(4)The Adjudicating Authority shall forward the name of the proposed resolution professional to the Board for its confirmation and a resolution professional shall be appointed in the same manner as laid down in section 16.

(5)Where any disciplinary proceedings are pending against the proposed resolution professional under sub-section (3), the resolution professional appointed under section 22 shall continue till the appointment of another resolution professional under this section.

28. (1) Notwithstanding anything contained in any other law for the time being in force, the resolution professional, during the corporate insolvency resolution process, shall not take any of the following actions without the prior approval of the committee of creditors namely:—

(a)raise any interim finance in excess of the amount as may be decided by the committee of creditors in their meeting;

(b)create any security interest over the assets of the corporate debtor;

(c)change the capital structure of the corporate debtor, including by way of issuance of additional securities, creating a new class of securities or buying back or redemption of issued securities in case the corporate debtor is a company;

(d)record any change in the ownership interest of the corporate debtor;

(e)give instructions to financial institutions maintaining accounts of the corporate debtor for a debit transaction from any such accounts in excess of the amount as may be decided by the committee of creditors in their meeting;

(f)undertake any related party transaction;

(g)amend any constitutional documents of the corporate debtor;

(h)delegate its authority to any other person;

(i)dispose of or permit the disposal of shares of any shareholder of the corporate debtor or their nominees to third parties;

(j)make any change in the management of the corporate debtor or its subsidiary;

(k)transfer rights or financial debts or operational debts under material contracts otherwise than in the ordinary course of business;

(l)make changes in the appointment or terms of contract of such personnel as specified by the committee of creditors; or

(m)make changes in the appointment or terms of contract of statutory auditors or internal auditors of the corporate debtor.

(2)The resolution professional shall convene a meeting of the committee of creditors and seek the vote of the creditors prior to taking any of the actions under sub-section (1).

(3)No action under sub-section (1) shall be approved by the committee of creditors unless approved by a vote of ²¹⁴[sixty-six] per cent. of the voting shares.

(4)Where any action under sub-section (1) is taken by the resolution professional without seeking the approval of the committee of creditors in the manner as required in this section, such action shall be void.

(5)The committee of creditors may report the actions of the resolution professional under sub-section (4) to the Board for taking necessary actions against him under this Code.

Reg. 27. Appointment of Professionals.

⁵⁸¹[(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 sets of registered valuers to determine the fair value and the liquidation value in accordance with regulation 35.]

⁵⁸²[Provided that, in respect of a corporate debtor classified as a micro, small or medium enterprise under sub-section (1) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), the resolution professional shall appoint one set of registered valuers, unless the committee decides, for reasons to be recorded in writing, to appoint two sets of registered valuers.]

(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.]

⁴⁷⁴[28A. (1) Notwithstanding anything contained in this Code or any other law for the time being in force, where a creditor of the corporate debtor has taken possession of an asset of a personal guarantor or corporate guarantor of the corporate debtor by enforcing its security interest over such asset under any law for the time being in force which empowers the creditor to transfer the asset, the creditor may, during the corporate insolvency resolution process of the corporate debtor, permit the transfer of such an asset as part of its insolvency resolution with prior approval of the committee of creditors in such manner and subject to such conditions as may be specified:

Provided that where the corporate guarantor is undergoing a corporate insolvency resolution process or the liquidation process, transfer of the asset under this sub-section shall take place upon approval of the committee of creditors of the corporate guarantor, by a vote of not less than sixty-six per cent. of the voting share, and the amount received pursuant to the transfer shall form part of the corporate insolvency resolution process or the liquidation estate of the corporate guarantor, as the case may be:

Provided further that during the liquidation process of the corporate guarantor, the approval of the committee of creditors under the first proviso is required only where the creditor has relinquished such asset to the liquidation estate under section 52:

Provided also that where the personal guarantor is undergoing an insolvency resolution process or the bankruptcy process and the creditor has forfeited or surrendered his right in relation to an asset, the transfer of such asset under this sub-section shall take place upon approval by a majority of more than three-fourths in value of the creditors of the personal guarantor, and the amount received pursuant to the transfer shall form part of the insolvency resolution process or the bankruptcy process of the personal guarantor, as the case may be.

(2)The transfer of an asset referred to in sub-section (1) under a resolution plan shall vest in the transferee all rights in, or in relation to the asset, as if the transfer had been made by the owner of such asset.

(3)The amount received pursuant to the transfer of the asset shall be adjusted towards the amount of debt owed by the guarantor in accordance with the applicable law, subject to any costs, charges and expenses incurred in respect of the preservation and protection of the asset before its transfer, and where such amount is more than the debt owed, the surplus shall be paid to the guarantor.]

⁵⁸⁴[Reg. 28A. Transfer of assets of guarantor taken into possession.

(1)In accordance with section 28A, where a creditor of the corporate debtor has, prior to or during the corporate insolvency resolution process, taken possession of any asset of a personal guarantor or corporate guarantor of the corporate debtor, the resolution professional may place the proposal for permitting transfer of such asset as part of its insolvency resolution, before the committee.

(2)The proposal placed before the committee shall contain—

(a)a detailed description of the asset; and

(b)the estimated realisable value of the asset as determined by the registered valuer appointed by the creditor transferring the asset or as determined during the corporate insolvency resolution process or liquidation process or the insolvency resolution process for personal guarantors to corporate debtor or the bankruptcy process for personal guarantors to corporate debtor, as the case may be; and

(c)consent of the creditor for transfer of the asset; or the proof of approval of the meeting of creditors or the committee, of the personal guarantor undergoing insolvency resolution process or bankruptcy process, as the case may be, or the corporate guarantor undergoing corporate insolvency resolution process or liquidation process, as the case may be, permitting the transfer of the asset.

(3)Where approval is granted by the committee of the corporate debtor permitting the transfer of such asset as part of its insolvency resolution, the resolution professional shall -

(a)ensure that the proposed transfer is disclosed in the information memorandum;

(b)specify the particulars of such transfer in the request for resolution plans; and

(c)ensure that the terms of the resolution plan provide for treatment of proceeds in the manner provided in sub-section (3) of section 28A.

(4)While considering a resolution plan, the committee shall take into account the value of the asset of the guarantor and the treatment provided in clause (c) of sub-regulation (3) above, for adequately safeguarding the interest of all stakeholders including creditors and guarantors.

Reg. 28B. Facilitation of transfer of assets.

(1)Where the corporate debtor is a corporate guarantor undergoing a corporate insolvency resolution process, the resolution professional of such corporate debtor which has given the corporate guarantee shall coordinate with the resolution professional of the corporate debtor to whom such guarantee has been given, regarding transfer of assets in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(2)For the purposes of section 28A, the resolution professional shall obtain approval from the committee of the corporate debtor which has given the corporate guarantee for the transfer of assets in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(3)Where approval is granted by the committee of the corporate debtor as corporate guarantor permitting the transfer, the resolution professional of such corporate debtor shall ensure that the proposed transfer is appropriately disclosed in the information memorandum.]

Reg. 8A. Facilitation of transfer of assets.

(1)Where the corporate debtor is a corporate guarantor undergoing a liquidation process, the liquidator of such corporate debtor which has given the corporate guarantee shall coordinate with the resolution professional of the corporate debtor to whom such guarantee has been given, regarding transfer of asset in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(2)For the purposes of section 28A, the liquidator shall obtain approval from the committee of the corporate debtor which has given the corporate guarantee for transfer of asset in the corporate insolvency resolution process of the corporate debtor to whom such guarantee has been given.

(3)Where approval is granted by the committee of the corporate debtor as corporate guarantor permitting the transfer, the liquidator of such corporate debtor shall ensure that the proposed transfer is appropriately disclosed in the progress report and asset memorandum.

29. (1) The resolution professional shall prepare an information memorandum in such form and manner containing such relevant information as may be specified by the Board for formulating a resolution plan.

(2)The resolution professional shall provide to the resolution applicant access to all relevant information in physical and electronic form, provided such resolution applicant undertakes—

(a)to comply with provisions of law for the time being in force relating to confidentiality and insider trading;

(b)to protect any intellectual property of the corporate debtor it may have access to; and

(c)not to share relevant information with third parties unless clauses (a) and (b) of this sub-section are complied with.

Explanation.—For the purposes of this section, “relevant information” means the information required by the resolution applicant to make the resolution plan for the corporate debtor, which shall include the financial position of the corporate debtor, all information related to disputes by or against the corporate debtor and any other matter pertaining to the corporate debtor as may be specified.

Reg. 36. Information memorandum.

(1)⁶¹²[ Subject to sub-regulation (4), the resolution professional shall submit the information memorandum in electronic form to each member of the committee ⁶¹³[on or before the ninety- fifth day from the insolvency commencement date ⁶¹⁴[and its subsequent updates thereof.]

(2)⁶¹⁵[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)⁶¹⁶[assets and liabilities ⁶¹⁷[including contingent liabilities] with such description, as on the insolvency commencement date, as are generally necessary for ascertaining their ⁶¹⁸[values;]

Explanation: ‘Description’ includes the details such as date of acquisition, cost of acquisition, remaining useful life, identification number, depreciation charged, book value, ⁶¹⁹[geographical coordinates of fixed assets] and any other relevant details.]

⁶²⁰[“(aa)Details of receivables of the corporate debtor, including trade receivables, inter-corporate receivables, and receivables arising under any contract;

(ab)Details of joint development agreements and other similar collaboration or co-development arrangements, including rights, obligations, and interests of the corporate debtor arising thereunder;

(ac)Details of assets which are under attachment by enforcement agencies, including particulars of the assets attached, the authority which has attached and the status of such proceedings;”]

(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;

⁶²¹[(ha)details of all identified avoidance transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code and subsequent filings before Adjudicating Authority, as referred under sub-regulation (3A) of regulation 35A;]

(i)the number of workers and employees and liabilities of the corporate debtor towards them;

(j)⁶²²[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 facilities⁶²³[;]

⁶²⁴[(ja)details of all allottees, including their names, amounts due, and units allotted, whose claims are either reflecting in the books of accounts of the corporate debtor or in the records of the Real Estate Regulatory Authority as established under the Real Estate (Regulation and Development) Act, 2016 (16 of 2016), but have not submitted their claims to the resolution professional;]

⁶²⁵[(jb)details of any asset of a personal guarantor or corporate guarantor proposed to be transferred under section 28A, including its description, value and proposed mode of transfer;]

(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 statements⁶²⁶[;]]

⁶²⁷[(ka)fair value:

Provided that the committee may decide not to disclose the fair value if, for reasons to be recorded in writing, it considers such non-disclosure to be beneficial for the resolution process⁶²⁸[; and]]

(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.

⁶²⁹[(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)⁶³⁰[The resolution professional shall share the information memorandum after receiving an undertaking from a member of the committee ⁶³¹[***] 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.]

²³⁶[29A. A person shall not be eligible to submit a resolution plan, if such person, or any other person acting jointly or in concert with such person—

(a)is an undischarged insolvent;

(b)is a wilful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 (10 of 1949);

(c)²³⁷[at the time of submission of the resolution plan has an account,] or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 (10 1949) ²³⁸[or the guidelines of a financial sector regulator issued under any other law for the time being in force,] and at least a period of one year has lapsed from the date of such classification till the date of commencement of the corporate insolvency resolution process of the corporate debtor:

Provided that the person shall be eligible to submit a resolution plan if such person makes payment of all overdue amounts with interest thereon and charges relating to non-performing asset accounts before submission of resolution plan:

²³⁹[Provided further that nothing in this clause shall apply to a resolution applicant where such applicant is a financial entity and is not a related party to the corporate debtor.

Explanation I .—For the purposes of this proviso, the expression “related party” shall not include a financial entity, regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor and is a related party of the corporate debtor solely on account of conversion or substitution of debt into equity shares or instruments convertible into equity shares ²⁴⁰[or completion of such transactions as may be prescribed,] prior to the insolvency commencement date.

Explanation II.—For the purposes of this clause, where a resolution applicant has an account, or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset and such account was acquired pursuant to a prior resolution plan approved under this Code, then, the provisions of this clause shall not apply to such resolution applicant for a period of three years from the date of approval of such resolution plan by the Adjudicating Authority under this Code;]

²⁴¹[(d)has been convicted for any offence punishable with imprisonment—

(i)for two years or more under any Act specified under the Twelfth Schedule; or

(ii)for seven years or more under any other law for the time being in force:

Provided that this clause shall not apply to a person after the expiry of a period of two years from the date of his release from imprisonment:

Provided further that this clause shall not apply in relation to a connected person referred to in clause (iii) of Explanation I;]

(e)is disqualified to act as a director under the Companies Act, 2013 (18 of 2013);

²⁴²[Provided that this clause shall not apply in relation to a connected person referred to in clause (iii) of Explanation I;]

(f)is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securities markets;

(g)has been a promoter or in the management or control of a corporate debtor in which a preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction has taken place and in respect of which an order has been made by the Adjudicating Authority under this Code;

²⁴³[Provided that this clause shall not apply if a preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction has taken place prior to the acquisition of the corporate debtor by the resolution applicant pursuant to a resolution plan approved under this Code or pursuant to a scheme or plan approved by a financial sector regulator or a court, and such resolution applicant has not otherwise contributed to the preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction;]

(h)has executed ²⁴⁴[a guarantee] in favour of a creditor in respect of a corporate debtor against which an application for insolvency resolution made by such creditor has been admitted under this Code ²⁴⁵[and such guarantee has been invoked by the creditor and remains unpaid in full or part];

(i)²⁴⁶[is] subject to any disability, corresponding to clauses (a) to (h), under any law in a jurisdiction outside India; or

(j)has a connected person not eligible under clauses (a) to (i).

²⁴⁷[Explanation. I] — For the purposes of this clause, the expression “connected person” means—

(i)any person who is the promoter or in the management or control of the resolution applicant; or

(ii)any person who shall be the promoter or in management or control of the business of the corporate debtor during the implementation of the resolution plan; or

(iii)the holding company, subsidiary company, associate company or related party of a person referred to in clauses (i) and (ii):

²⁴⁸[Provided that nothing in clause (iii) of Explanation I shall apply to a resolution applicant where such applicant is a financial entity and is not a related party of the corporate debtor:

Provided further that the expression “related party” shall not include a financial entity, regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor and is a related party of the corporate debtor solely on account of conversion or substitution of debt into equity shares or instruments convertible into equity shares ²⁴⁹[or completion of such transactions as may be prescribed ,] prior to the insolvency commencement date;]

²⁵⁰[Explanation II.—For the purposes of this section, “financial entity” shall mean the following entities which meet such criteria or conditions as the Central Government may, in consultation with the financial sector regulator, notify in this behalf, namely:—

(a)a scheduled bank;

(b)any entity regulated by a foreign central bank or a securities market regulator or other financial sector regulator of a jurisdiction outside India which jurisdiction is compliant with the Financial Action Task Force Standards and is a signatory to the International Organisation of Securities Commissions Multilateral Memorandum of Understanding;

(c)any investment vehicle, registered foreign institutional investor, registered foreign portfolio investor or a foreign venture capital investor, where the terms shall have the meaning assigned to them in regulation 2 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 made under the Foreign Exchange Management Act, 1999 (42 of 1999);

(d)an asset reconstruction company registered with the Reserve Bank of India under section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002);

(e)an Alternate Investment Fund registered with the Securities and Exchange Board of India;

(f)such categories of persons as may be notified by the Central Government.].]

30. (1) A resolution applicant may submit a resolution plan ²⁵¹[along with an affidavit stating that he is eligible under section 29A] to the resolution professional prepared on the basis of the information memorandum.

(2)The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan—

(a)provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the ²⁵²[payment] of other debts of the corporate debtor;

²⁵³[(b)provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than—

(i)the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or

(ii)the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher ²⁵⁴***.

Explanation 1.—For the removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.

Explanation 2.—For the purposes of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019 (26 of 2019), the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor—

(i)where a resolution plan has not been approved or rejected by the Adjudicating Authority;

(ii)where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or

(iii)where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan;]

²⁵⁵[(ba)provides for the payment of debts of the financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified, which shall not be less than the lower of the amount––

(i)to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or

(ii)that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed, in accordance with the order of priority in sub-section (1) of section 53, as the case may be.

Explanation I.—For the removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.

Explanation II.—For the purposes of this sub-section, it is hereby declared that the provisions of this sub-section as amended by the Insolvency and Bankruptcy Code (Amendment) Act, 2026, shall not apply to the corporate insolvency resolution process where any of the following acts have first occurred,—

(i)the committee of creditors has approved a resolution plan under sub-section (4);

(ii)the Adjudicating Authority has passed a liquidation order under sub-section (1) of section 33; or

(iii)the committee of creditors has approved intimation to the Adjudicating Authority to initiate the liquidation under sub-section (2) of section 33, as the case may be, on and before the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2026;]

(c)provides for the management of the affairs of the Corporate debtor after approval of the resolution plan;

²⁵⁶[(d)provides for the implementation and supervision of the resolution plan and constitution of a committee for this purpose consisting of a resolution professional or any other insolvency professional, representatives of a class or classes of creditors and the resolution applicant, subject to such conditions and in such manner as may be specified;]

(e)does not contravene any of the provisions of the law for the time being in force;

(f)conforms to such other requirements as may be specified by the Board.

²⁵⁷[Explanation.—For the purposes of clause (e), if any approval of shareholders is required under the Companies Act, 2013 or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law];

(3)The resolution professional shall present to the committee of creditors for its approval such resolution plans which confirm the conditions referred to in sub-section (2).

²⁵⁸[(4)The committee of creditors may approve a resolution plan by a vote of not less than ²⁵⁹[sixty-six] per cent. of voting share of the financial creditors ²⁶⁰[and record reasons for its approval], after considering its feasibility and viability, ²⁶¹[the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor] and such other requirements as may be specified by the Board:

Provided that the committee of creditors shall not approve a resolution plan, submitted before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017 (Ord. 7 of 2017), where the resolution applicant is ineligible under section 29A and may require the resolution professional to invite a fresh resolution plan where no other resolution plan is available with it:

Provided further that where the resolution applicant referred to in the first proviso is ineligible under clause (c) of section 29A, the resolution applicant shall be allowed by the committee of creditors such period, not exceeding thirty days, to make payment of overdue amounts in accordance with the proviso to clause (c) of section 29A:

Provided also that nothing in the second proviso shall be construed as extension of period for the purposes of the proviso to sub-section (3) of section 12, and the corporate insolvency resolution process shall be completed within the period specified in that sub-section.]

²⁶²[Provided also that the eligibility criteria in section 29A as amended by the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018 shall apply to the resolution applicant who has not submitted resolution plan as on the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018.]

(5)The resolution applicant may attend the meeting of the committee of creditors in which the resolution plan of the applicant is considered:

Provided that the resolution applicant shall not have a right to vote at the meeting of the committee of creditors unless such resolution applicant is also a financial creditor.

(6)The resolution professional shall submit the resolution plan as approved by the committee of creditors to the Adjudicating Authority.

Reg. 35. ⁶³²[Fair value and Liquidation value.

⁶³³[(1)Fair value and liquidation value shall be determined in the following manner, namely:-

(a)the set of registered valuers appointed under regulation 27 shall comprise of one registered valuer for each asset class of the corporate debtor and within each set, one registered valuer shall be designated as the coordinating valuer for that set by the resolution professional, in consultation with the committee, for computation of the fair value of the corporate debtor;

Explanation- For the purpose of clause (a),“asset class” means the definition provided under the Companies (Registered Valuers and Valuation) Rules, 2017;

(b)the resolution professional shall facilitate a meeting wherein the registered valuers, including coordinating valuers, shall explain the methodology being adopted to arrive at the valuation, to the members of the committee, before computation of estimates;

(c)each registered valuer shall, after physical verification of the inventory and fixed assets of the corporate debtor, submit to the resolution professional and the coordinating valuer of their respective set, a report on the fair value of the assets of the corporate debtor and the liquidation value, computed in accordance with such valuation standards as notified by the Board through circular;

(d)the coordinating valuer of a set shall compute the fair value of the corporate debtor after considering the fair value of the assets as computed by the registered valuers within that set, along with their underlying synergies, and submit the same to the resolution professional;

(e)the resolution professional may appoint a third set of registered valuers for submitting an estimate of the fair value and the liquidation value, computed in the manner provided under this regulation, where:

(i)the two estimates of fair value of the corporate debtor or liquidation value are significantly different, or

(ii)the committee proposes to appoint a third set of registered valuers for reasons to be recorded in writing;

Explanation- For the purpose of clause (e), “significantly different” means a difference of twenty-five per cent or more in the fair value of the corporate debtor submitted by the coordinating valuer or the liquidation value, as the case may be.

(f)the average of the two closest estimates of the fair value submitted by the coordinating valuers shall be considered as the fair value of the corporate debtor; and

(g)the average of the two closest estimates of the liquidation value submitted by registered valuers in each asset class shall be considered as the liquidation value of the corporate debtor.]

⁶³⁴[(1A)A registered valuer shall prepare the valuation report and maintain such documentation as per the format notified by the Board through circular]

⁶³⁵[(2)After the receipt of resolution plans in accordance with the Code and these regulations, the resolution professional shall provide the fair value, the liquidation value and valuation reports 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, the liquidation value and valuation reports and shall not use the information contained in the valuation reports 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.”.]

Reg. 37. ⁶³⁶[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;

⁶³⁷[(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;

⁶³⁸[(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;

(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.]

⁶³⁹[(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]

Reg. 38. Mandatory contents of the resolution plan.

⁶⁴⁰[(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 ⁶⁴¹[plan:]]

⁶⁴²[Provided that where a resolution plan provides for payment in stages, the financial creditors who did not vote in favour of the resolution plan shall be paid at least pro rata and in priority over financial creditors who voted in favour of the plan, in each stage.]

⁶⁴³[(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.] ⁶⁴⁴[(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.

⁶⁴⁵[(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.]

⁶⁴⁶[(2A)A resolution plan shall not provide for assignment of any avoidance transactions under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code that were not:

(a)disclosed in the information memorandum; and

(b)intimated to all prospective resolution applicants under sub-regulation (3A) of regulation 35A before the last date for submission of resolution plans:

Provided that this sub-regulation 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) (Fifth Amendment) Regulations, 2025.]

⁶⁴⁷[(3)A resolution plan shall demonstrate 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; and

(e)the resolution applicant has the capability to implement the resolution plan.]

⁶⁴⁸[(3A)Every resolution plan shall include:

(a)a statement of beneficial-ownership, in a format to be notified through circular by the Board, covering details of all natural persons who ultimately owns or controls the resolution applicant, together with the shareholding structure and jurisdiction of each intermediate entity; and

(b)an affidavit, in a format specified by the Board, that the resolution applicant is eligible/not eligible for the benefit of section 32A.]

⁶⁴⁹[(4)(a) The committee shall consider setting up a monitoring committee for monitoring and supervising the implementation of the resolution plan.

(b)The monitoring committee may consist of the resolution professional or any other insolvency professional, or any other person, including representatives of the committee and representatives of resolution applicant(s), as its members:

Provided that where the resolution professional is proposed to be part of the monitoring committee, the monthly fee payable to him shall not exceed the monthly fee received by him during the corporate insolvency resolution process.

(c)The monitoring committee shall submit quarterly reports to the Adjudicating Authority regarding the status of implementation of resolution plan.]

⁶⁵⁰[Reg. 38A. Treatment of allottees not filing claims.

In respect of a real estate project, where the information memorandum includes the details of the allottees who have not submitted their claims, the resolution plan shall provide for treatment of such allottees.]

Reg. 39. Approval of resolution plan.

⁶⁵¹[(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; ⁶⁵²[***]

(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.

⁶⁵³[(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

(c)does not comply with the provisions of sub-section (2) of section 30 and sub- regulation (1).].

(2)⁶⁵⁴[The resolution professional shall submit to the committee all resolution plans ⁶⁵⁵[ ] along with the details of ⁶⁵⁶[non-compliant plans and] 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.]

⁶⁵⁷[(3)The committee shall-

(a)evaluate the resolution plans received under sub-regulation (2) ⁶⁵⁸[which comply with the requirements of the Code and regulations made thereunder,] as per evaluation matrix;

(b)⁶⁵⁹[ record its deliberations and rationale on—

(i)the feasibility and viability of each resolution plan;

(ii)the expected realisable value to creditors in comparison with the fair value and liquidation value determined under regulation 35; and

(iii)the adequacy of market discovery undertaken during the corporate insolvency resolution process, including, where applicable, the use of a challenge mechanism or re-invitation of plans.]

(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 % of votes in favour of Status of approval outcome Plan A Plan B 1 55 60 No Plan is approved, as neither of the Plans received requisite votes. The committee shall vote 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.]

⁶⁶⁰[(3C)For the purpose of proviso to sub-section (1) of section 31, the resolution professional shall file the same in a Form as notified by the Board through circular.

(3D)In case of multiple resolution plans, at least one of the resolution plans shall provide for resolution as a going concern.] ⁶⁶¹[***]

⁶⁶²[(4)The resolution professional shall endeavour to submit the resolution plan approved by the committee to the Adjudicating Authority at least ⁶⁶³[thirty] days before the maximum period for completion of corporate insolvency resolution process under section 12, along with a compliance certificate in ⁶⁶⁴[ ⁶⁶⁵[ such form as notified by the Board through circular] 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.

⁶⁶⁶[(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:

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.

⁶⁶⁷[(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.]

⁸⁷⁷[Reg. 40B. Filing of Forms.

(1)The 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:-

(2)The Board shall make available the Forms referred in sub-regulation (1) on the electronic platform and may modify them from time to time.

(3)The 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.

(4)The filing of a Form under this regulation after the 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 from a date to be notified through circular by the Board in this regard.

(5)The 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.]

Reg. 39D. Fee of the liquidator.

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; ⁶⁶⁸[and] ⁶⁶⁹[***]

(c)the balance period of liquidation.]

31. (1) If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and its employees, members, creditors, ²⁹⁸[including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed,] guarantors and other stakeholders involved in the resolution plan.

²⁹⁹[Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.]

³⁰⁰[Provided further that the Adjudicating Authority may, on an application made by the resolution professional, with the approval of the committee of creditors, by a vote of not less than sixty-six per cent. of the voting share, in such form and manner, and subject to such conditions as may be specified, first approve the implementation of the resolution plan and thereafter approve the manner of distribution provided therein within a period of thirty days from the date of approval of implementation of such resolution plan.]

(2)Where the Adjudicating Authority is satisfied that the resolution plan does not confirm to the requirements referred to in sub-section (1), it may, by an order, reject the resolution plan.

³⁰¹[Provided that the Adjudicating Authority may, before rejecting the resolution plan, give notice to the committee of creditors to rectify any defects in the resolution plan.]

³⁰²[(2A)The Adjudicating Authority shall pass an order under sub-section (1) or (2), within a period of thirty days from the date of receipt of the resolution plan:

Provided that if the Adjudicating Authority has not passed an order within such period, it shall record the reasons for such delay in writing.]

(3)After the order of approval under sub-section (1),—

(a)the moratorium order passed by the Adjudicating Authority under section 14 shall cease to have effect; and

(b)the resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Board to be recorded on its database.

³⁰³[(4)The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later:

Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002 (12 of 2003), the resolution applicant shall obtain the approval of the Competition Commission of India under that Act ³⁰⁴[before the resolution plan is submitted to the Adjudicating Authority under sub-section (6) of section 30].]

³⁰⁵[(5)Notwithstanding anything contained in any other law for the time being in force and subject to sub-section (6), where a resolution plan has been approved under sub-section (1), a licence, permit, registration, quota, concession, clearances or a similar grant or right given by the Central Government, State Government, local authority, sectoral regulator or any other authority constituted under any other law for the time being in force, associated with such resolution plan, shall not be suspended or terminated during the subsistence of the remaining period of such grants or rights, if the corporate debtor or, if applicable, the person whose resolution plan is approved under sub-section (1), complies with the obligations in respect of the remaining period of such grants or rights.

(6)Where the Adjudicating Authority approves the resolution plan under sub-section (1),––

(a)unless otherwise provided in the resolution plan, any claim, against the corporate debtor and its assets under any other law for the time being in force, prior to the date of approval, shall be extinguished; and

(b)no proceedings shall be continued or instituted against the corporate debtor or its assets on the basis of such claims, including proceedings for assessment of the claims.

Explanation I.––For the purposes of this section, it is hereby clarified that nothing in this section shall affect a claim or any proceeding in respect of a person who was a promoter or in the management or control of the corporate debtor, a guarantor of the corporate debtor or any person having a joint liability or a joint and several liability with the corporate debtor, as the case may be.

Explanation II.––For the purposes of this section, it is hereby clarified that if a person has a joint liability or a joint and several liability with the corporate debtor for payment of debt owed to a creditor before the approval of resolution plan, and such person makes a payment for such debt after the approval of the resolution plan, then any right of such person to be indemnified by the corporate debtor shall be extinguished.

Explanation III.—For the removal of doubts, it is hereby clarified that the provisions of sub-sections (5) and (6) shall be deemed to apply to the resolution plan that is approved under sub-section (1), on and from the date of commencement of this Code, except for matters that have attained finality under this Code.]

Reg. 39. Approval of resolution plan.

⁶⁵¹[(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; ⁶⁵²[***]

(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.

⁶⁵³[(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

(c)does not comply with the provisions of sub-section (2) of section 30 and sub- regulation (1).].

(2)⁶⁵⁴[The resolution professional shall submit to the committee all resolution plans ⁶⁵⁵[ ] along with the details of ⁶⁵⁶[non-compliant plans and] 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.]

⁶⁵⁷[(3)The committee shall-

(a)evaluate the resolution plans received under sub-regulation (2) ⁶⁵⁸[which comply with the requirements of the Code and regulations made thereunder,] as per evaluation matrix;

(b)⁶⁵⁹[ record its deliberations and rationale on—

(i)the feasibility and viability of each resolution plan;

(ii)the expected realisable value to creditors in comparison with the fair value and liquidation value determined under regulation 35; and

(iii)the adequacy of market discovery undertaken during the corporate insolvency resolution process, including, where applicable, the use of a challenge mechanism or re-invitation of plans.]

(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 % of votes in favour of Status of approval outcome Plan A Plan B 1 55 60 No Plan is approved, as neither of the Plans received requisite votes. The committee shall vote 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.]

⁶⁶⁰[(3C)For the purpose of proviso to sub-section (1) of section 31, the resolution professional shall file the same in a Form as notified by the Board through circular.

(3D)In case of multiple resolution plans, at least one of the resolution plans shall provide for resolution as a going concern.] ⁶⁶¹[***]

⁶⁶²[(4)The resolution professional shall endeavour to submit the resolution plan approved by the committee to the Adjudicating Authority at least ⁶⁶³[thirty] days before the maximum period for completion of corporate insolvency resolution process under section 12, along with a compliance certificate in ⁶⁶⁴[ ⁶⁶⁵[ such form as notified by the Board through circular] 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.

⁶⁶⁶[(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:

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.

⁶⁶⁷[(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.]

⁶⁷⁰[Reg. 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;

(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.]

⁶⁷¹[Reg. 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.

⁶⁷²[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. Any appeal from an order approving the resolution plan shall be in the manner and on the grounds laid down in sub-section (3) of section 61.

³²⁵[32A. (1) Notwithstanding anything to the contrary contained in this Code or any other law for the time being in force, the liability of a corporate debtor for an offence committed prior to the commencement of the corporate insolvency resolution process shall cease, and the corporate debtor shall not be prosecuted for such an offence from the date the resolution plan has been approved by the Adjudicating Authority under section 31, if the resolution plan results in the change in the management or control of the corporate debtor to a person who was not—

(a)a promoter or in the management or control of the corporate debtor or a related party of such a person; or

(b)a person with regard to whom the relevant investigating authority has, on the basis of material in its possession, reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court:

Provided that if a prosecution had been instituted during the corporate insolvency resolution process against such corporate debtor, it shall stand discharged from the date of approval of the resolution plan subject to requirements of this sub-section having been fulfilled:

Provided further that every person who was a “designated partner” as defined in clause (j) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), or an “officer who is in default”, as defined in clause (60) of section 2 of the Companies Act, 2013 (18 of 2013), or was in any manner incharge of, or responsible to the corporate debtor for the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence as per the report submitted or complaint filed by the investigating authority, shall continue to be liable to be prosecuted and punished for such an offence committed by the corporate debtor notwithstanding that the corporate debtor’s liability has ceased under this sub-section.

(2)No action shall be taken against the property of the corporate debtor in relation to an offence committed prior to the commencement of the corporate insolvency resolution process of the corporate debtor, where such property is covered under a resolution plan approved by the Adjudicating Authority under section 31, which results in the change in control of the corporate debtor to a person, or sale of liquidation assets under the provisions of Chapter III of Part II of this Code to a person, who was not—

(i)a promoter or in the management or control of the corporate debtor or a related party of such a person; or

(ii)a person with regard to whom the relevant investigating authority has, on the basis of material in its possession reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court.

Explanation.—For the purposes of this sub-section, it is hereby clarified that,—

(i)an action against the property of the corporate debtor in relation to an offence shall include the attachment, seizure, retention or confiscation of such property under such law as may be applicable to the corporate debtor;

(ii)nothing in this sub-section shall be construed to bar an action against the property of any person, other than the corporate debtor or a person who has acquired such property through corporate insolvency resolution process or liquidation process under this Code and fulfils the requirements specified in this section, against whom such an action may be taken under such law as may be applicable.

(3)Subject to the provisions contained in sub-sections (1) and (2), and notwithstanding the immunity given in this section, the corporate debtor and any person who may be required to provide assistance under such law as may be applicable to such corporate debtor or person, shall extend all assistance and co-operation to any authority investigating an offence committed prior to the commencement of the corporate insolvency resolution process.]

Form 1 (See sub-rule (1) of rule 4) ³²⁶[APPLICATION BY FINANCIAL CREDITOR(S) TO INITIATE CORPORATE INSOLVENCY RESOLUTION PROCESS *UNDER CHAPTER II OF PART II/UNDER

CHAPTER IV OF PART II OF THE CODE. [*strike out whichever is not applicable]] (Under section 7 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) [Date] To, The National Company Law Tribunal [Address]

From, [Names and addresses of the registered offices of the financial creditors] In the matter of [name of the corporate debtor] Subject: Application to initiate corporate insolvency resolution process in the matter of [ name of the corporate debtor] under the Insolvency and Bankruptcy Code, 2016. Madam/Sir, [Names of the financial creditor(s)], hereby submit this application to initiate a corporate insolvency resolution process in the matter of [ name of corporate debtor ]. The details for the purpose of this application are set out below: Part-I

PARTICULARS OF APPLICANT (PLEASE PROVIDE FOR EACH FINANCIAL CREDITOR MAKING THE APPLICATION)

1. NAME OF FINANCIAL CREDITOR

2. DATE OF INCORPORATION OF FINANCIAL CREDITOR

3. IDENTIFICATION NUMBER OF FINANCIAL CREDITOR

4. ADDRESS OF THE REGISTERED OFFICE OF THE FINANCIAL CREDITOR 5. NAME AND ADDRESS OF THE PERSON AUTHORISED TO SUBMIT APPLICATION ON ITS BEHALF (ENCLOSE AUTHORISATION)

6. NAME AND ADDRESS OF PERSON RESIDENT IN INDIA AUTHORISED TO ACCEPT THE SERVICE OF PROCESS ON ITS BEHALF (ENCLOSE AUTHORISATION)

Part-II

PARTICULARS OF THE CORPORATE DEBTOR

1. NAME OF THE CORPORATE DEBTOR

2. IDENTIFICATION NUMBER OF CORPORATE DEBTOR

3. DATE OF INCORPORATION OF CORPORATE DEBTOR 4. NOMINAL SHARE CAPITAL AND THE PAID-UP SHARE CAPITAL OF THE CORPORATE DEBTOR AND/OR DETAILS OF GUARANTEE CLAUSE AS PER MEMORANDUM OF ASSOCIATION (AS APPLICABLE)

5. ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATE DEBTOR ⁸⁷⁸[6. DETAILS OF THE CORPORATE DEBTOR AS PER THE NOTIFICATION UNDER SECTION 55 (2) OF THE CODE–

(i)ASSETS AND INCOME

(ii)CLASS OF CREDITORS OR AMOUNT OF DEBT

(iii)CATEGORY OF CORPORATE PERSON (WHERE APPLICATION IS UNDER CHAPTER IV OF PART II OF THE CODE)]

Part-III

PARTICULARS OF THE PROPOSED INTERIM RESOLUTION PROFESSIONAL

1. NAME, ADDRESS, EMAIL ADDRESS AND THE REGISTRATION NUMBER OF THE PROPOSED INTERIM RESOLUTION PROFESSIONAL

Part-IV

PARTICULARS OF FINANCIAL DEBT

1. TOTAL AMOUNT OF DEBT GRANTED DATE(S) OF DISBURSEMENT

2. AMOUNT CLAIMED TO BE IN DEFAULT AND THE DATE ON WHICH THE DEFAULT OCCURRED (ATTACH THE WORKINGS FOR COMPUTATION OF AMOUNT AND DAYS OF DEFAULT IN TABULAR FORM)

Part-V

PARTICULARS OF FINANCIAL DEBT [DOCUMENTS, RECORDS AND EVIDENCE OF DEFAULT] 1.

PARTICULARS OF SECURITY HELD, IF ANY, THE DATE OF ITS CREATION, ITS ESTIMATED VALUE AS PER THE CREDITOR.

ATTACH A COPY OF A CERTIFICATE OF REGISTRATION OF CHARGE ISSUED BY THE REGISTRAR OF COMPANIES (IF THE CORPORATE DEBTOR IS A COMPANY)

2. PARTICULARS OF AN ORDER OF A COURT, TRIBUNAL OR ARBITRAL PANEL ADJUDICATING ON THE DEFAULT, IF ANY (ATTACH A COPY OF THE ORDER)

3. RECORD OF DEFAULT WITH THE INFORMATION UTILITY, IF ANY (ATTACH A COPY OF SUCH RECORD) 4. DETAILS OF SUCCESSION CERTIFICATE, OR PROBATE OF A WILL, OR LETTER OF ADMINISTRATION, OR COURT DECREE (AS MAY BE APPLICABLE), UNDER THE INDIAN SUCCESSION ACT, 1925 (10 OF 1925) (ATTACH A COPY)

5. THE LATEST AND COMPLETE COPY OF THE FINANCIAL CONTRACT REFLECTING ALL AMENDMENTS AND WAIVERS TO DATE (ATTACH A COPY)

6. A RECORD OF DEFAULT AS AVAILABLE WITH ANY CREDIT INFORMATION COMPANY (ATTACH A COPY)

7. COPIES OF ENTRIES IN A BANKERS BOOK IN ACCORDANCE WITH THE BANKERS BOOKS EVIDENCE ACT, 1891 (18 OF 1891) (ATTACH A COPY)

8. LIST OF OTHER DOCUMENTS ATTACHED TO THIS APPLICATION IN ORDER TO PROVE THE EXISTENCE OF FINANCIAL DEBT, THE AMOUNT AND DATE OF DEFAULT I, hereby certify that, to the best of my knowledge, [ name of proposed insolvency professional], is fully qualified and permitted to act as an insolvency professional in accordance with the Insolvency and Bankruptcy Code, 2016 and the associated rules and regulations. ³²⁷[[Name of the financial creditor] has paid the requisite fee for this application through [ state means of payment] on [ date] and served a copy of this application by registered post/speed post/by hand/electronic means to the registered office of the corporate debtor and to the Board.] Yours sincerely, Signature of person authorised to act on behalf of the financial creditor Name in block letters Position with or in relation to the financial creditor Address of person signing

Instructions

Please attach the following to this application:

Annex I Copies of all documents referred to in this application. Annex II Written communication by the proposed interim resolution professional as set out in Form 2. Annex III Proof that the specified application fee has been paid.

Annex IV Where the application is made jointly, the particulars specified in this form shall be furnished in respect of all the joint applicants along with a copy of authorisation to the financial creditor to file and act on this application on behalf of all the applicants.

³²⁸[Annex V Proofs of serving a copy of the application (a) to the corporate debtor, and (b) to the Board.]

FORM 2 (See sub-rule (1) of rule 9) (Under rule 9 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) WRITTEN COMMUNICATION BY PROPOSED INTERIM RESOLUTION PROFESSIONAL

[Date] To, The National Company Law Tribunal [Address]

From, [Name and address of the registered office of the proposed interim resolution professional] In the matter of [name of the corporate debtor] Subject: Written communication in connection with an application to initiate corporate insolvency resolution process in respect of [name of the corporate debtor] Madam/Sir, I, [name of proposed interim resolution professional ], an insolvency professional registered with [name of insolvency professional agency] having registration number [ registration number] have been proposed as the interim resolution professional by [ name of applicant financial creditor ] in connection with the proposed corporat e insolvency resolution process of [ name of the corporate debtor]. In accordance with rule 9 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, I hereby:

(i)agree to accept appointment as the interim resolution professional if an order admitting the present application is passed;

(ii)state that the registration number allotted to me by the Board is [ insert registration number] and that I am currently qualified to practice as an insolvency professional;

(iii)³²⁹[disclose that I am currently having the following assignments in hand:

Sl. No. Assignment as Number of Assignment(s) No. Name of corporate debtor Date of commencement of process Expected date of closure of process Corporate Processes 1 IRP 1

2 RP 1

3 Liquidator (including voluntary liquidations)

4 Authorised Representative

Individual Processes 5 Resolution Professional

6 Bankruptcy Trustee

7 Any other. ]

(iv)certify that there are no disciplinary proceedings pending against me with the Board or [name of the insolvency professional agency he is a member of];

(v)affirm that I am eligible to be appointed as a resolution professional in respect of the corporate debtor in accordance with the provisions of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;

(vi)make the following 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; (Signature of the insolvency professional) (Name in block letters) (Name of insolvency professional entity, if applicable) [Optional certification, if required by the applicant making an application under these Rules] I, hereby, certify that the facts averred by the applicant in the present application are true, accurate and complete and a default has occurred in respect of the relevant corporate debtor. I have reached this conclusion based on the following facts and/or opinion:- [Please give details]. (Signature of the insolvency professional) (Name in block letters) (Name of insolvency professional entity, if applicable)

FORM 3 (See clause (a) of sub-rule (1) of rule 5) FORM OF DEMAND NOTICE / INVOICE DEMANDING PAYMENT UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (Under rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) [Date] To, [Name and address of the registered office of the corporate debtor] From, [Name and address of the registered office of the operational creditor]

Subject: Demand notice/invoice demanding payment in respect of unpaid operational debt due from [corporate debtor] under the Code. Madam/Sir,

1. This letter is a demand notice/invoice demanding payment of an unpaid operational debt due from [name of corporate debtor].

2. Please find particulars of the unpaid operational debt below:

PARTICULARS OF OPERATIONAL DEBT

1. TOTAL AMOUNT OF DEBT, DETAILS OF TRANSACTIONS ON ACCOUNT OF WHICH DEBT FELL DUE, AND THE DATE FROM WHICH SUCH DEBT FELL DUE

2. AMOUNT CLAIMED TO BE IN DEFAULT AND THE DATE ON WHICH THE DEFAULT OCCURRED (ATTACH THE WORKINGS FOR COMPUTATION OF DEFAULT IN TABULAR FORM)

3. PARTICULARS OF SECURITY HELD, IF ANY, THE DATE OF ITS CREATION, ITS ESTIMATED VALUE AS PER THE CREDITOR. ATTACH A COPY OF A CERTIFICATE OF REGISTRATION OF CHARGE ISSUED BY THE REGISTRAR OF COMPANIES (IF THE CORPORATE DEBTOR IS A COMPANY)

4. DETAILS OF RETENTION OF TITLE ARRANGEMENTS (IF ANY) IN RESPECT OF GOODS TO WHICH THE OPERATIONAL DEBT REFERS

5. RECORD OF DEFAULT WITH THE INFORMATION UTILITY (IF ANY)

6. PROVISION OF LAW, CONTRACT OR OTHER DOCUMENT UNDER WHICH DEBT HAS BECOME DUE

7. LIST OF DOCUMENTS ATTACHED TO THIS APPLICATION IN ORDER TO PROVE THE EXISTENCE OF OPERATIONAL DEBT AND THE AMOUNT IN DEFAULT

3. If you dispute the existence or amount of unpaid operational debt (in default) please provide the undersigned, within ten days of the receipt of this letter, of the pendency of the suit or arbitration proceedings in relation to such dispute filed before the receipt of this letter/notice.

4. If you believe that the debt has been repaid before the receipt of this letter, please demonstrate such repayment by sending to us, within ten days of receipt of this letter, the following:

(a)an attested copy of the record of electronic transfer of the unpaid amount from the bank account of the corporate debtor; or

(b)an attested copy of any record that [ name of the operational creditor ] has received the payment.

5. The undersigned, hereby, attaches a certificate from an information utility confirming that no record of a dispute raised in relation to the relevant operational debt has been filed by

any person at any information utility. (if applicable)

6. The undersigned request you to unconditionally repay the unpaid operational debt (in default) in full within ten days from the receipt of this letter failing which we shall initiate a corporate insolvency resolution process in respect of [name of corporate debtor]. Yours sincerely,

Signature of person authorised to act on behalf of the operational creditor Name in block letters Position with or in relation to the operational creditor Address of person signing Instructions

1. Please serve a copy of this form on the corporate debtor, ten days in advance of filing an application under section 9 of the Code.

2. Please append a copy of such served notice to the application made by the operational creditor to the Adjudicating Authority.

Form 4 (See clause (b) of sub-rule(1) of rule 5) FORM OF NOTICE WITH WHICH INVOICE DEMANDING PAYMENT IS TO BE ATTACHED (Under Rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) [Date] To, [Name and address of registered office of the corporate debtor]

From, [Name and address of the operational creditor] Subject: Notice attached to invoice demanding payment Madam/Sir, [Name of operational creditor ], hereby provides notice for repayment of the unpaid amount of INR [insert amount] that is in default as reflected in the invoice attached to this notice. In the event you do not repay the debt due to us within ten days of receipt of this notice, we may file an application before the Adjudicating Authority for initiating a corporate insolvency resolution process under section 9 of the Code.

Yours sincerely,

Signature of person authorised to act on behalf of the operational creditor Name in block letters Position with or in relation to the operational creditor Address of person signing

Form 5 (See sub-rule (1) of rule 6) ³³⁰[APPLICATION BY OPERATIONAL CREDITOR (S) TO INITIATE CORPORATE INSOLVENCY RESOLUTION PROCESS *UNDER CHAPTER II OF PART II/ UNDER CHAPTER IV OF PART II OF THE CODE [*strike out whichever is not applicable] ] (Under rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) [Date] To, The National Company Law Tribunal [Address] From, [Name and address for correspondence of the operational creditor] In the matter of [name of the corporate debtor] Subject: Application to initiate corporate insolvency resolution process in respect of [ name of the corporate debtor] under the Insolvency and Bankruptcy Code, 2016. Madam/Sir, [Name of the operational creditor ], hereby submits this application to initiate a corporate insolvency resolution process in the case of [ name of corporate debtor ]. The details for the purpose of this application are set out below: Part-I

PARTICULARS OF APPLICANT

1. NAME OF OPERATIONAL CREDITOR

2. IDENTIFICATION NUMBER OF OPERATIONAL CREDITOR (IF ANY)

3. ADDRESS FOR CORRESPONDENCE OF THE OPERATIONAL CREDITOR Part-II

PARTICULARS OF CORPORATE DEBTOR

1. NAME OF THE CORPORATE DEBTOR

2. IDENTIFICATION NUMBER OF CORPORATE DEBTOR

3. DATE OF INCORPORATION OF CORPORATE DEBTOR

4. NOMINAL SHARE CAPITAL AND THE PAID-UP SHARE CAPITAL OF THE CORPORATE DEBTOR AND/OR DETAILS OF GUARANTEE CLAUSE AS PER MEMORANDUM OF ASSOCIATION (AS APPLICABLE)

5. ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATE DEBTOR

6. NAME, ADDRESS AND AUTHORITY OF PERSON SUBMITTING APPLICATION ON BEHALF OF OPERATIONAL CREDITOR (ENCLOSE AUTHORISATION)

7. NAME AND ADDRESS OF PERSON RESIDENT IN INDIA AUTHORISED TO ACCEPT THE SERVICE OF PROCESS ON ITS BEHALF (ENCLOSE AUTHORISATION)

⁸⁷⁹[8. DETAILS OF THE CORPORATE DEBTOR AS PER THE NOTIFICATION UNDER SECTION 55 (2) OF THE CODE –

(i)ASSETS AND INCOME

(ii)CLASS OF CREDITORS OR AMOUNT OF DEBT

(iii)CATEGORY OF CORPORATE PERSON (WHERE APPLICATION IS UNDER CHAPTER IV OF

PART II OF THE CODE)]

Part-III

PARTICULARS OF THE PROPOSED INTERIM RESOLUTION PROFESSIONAL [IF PROPOSED] 1. NAME, ADDRESS, EMAIL ADDRESS AND THE REGISTRATION NUMBER OF THE PROPOSED INSOLVENCY PROFESSIONAL

Part-IV

PARTICULARS OF OPERATIONAL DEBT 1. TOTAL AMOUNT OF DEBT, DETAILS OF TRANSACTIONS ON ACCOUNT OF WHICH DEBT FELL DUE, AND THE DATE FROM WHICH SUCH DEBT FELL DUE

2. AMOUNT CLAIMED TO BE IN DEFAULT AND THE DATE ON WHICH THE DEFAULT OCCURRED (ATTACH THE WORKINGS FOR COMPUTATION OF AMOUNT AND DATES OF DEFAULT IN TABULAR FORM)

Part-V

PARTICULARS OF OPERATIONAL DEBT [DOCUMENTS, RECORDS AND EVIDENCE OF DEFAULT] 1.

PARTICULARS OF SECURITY HELD, IF ANY, THE DATE OF ITS CREATION, ITS ESTIMATED VALUE AS PER THE CREDITOR. ATTACH A COPY OF A CERTIFICATE OF REGISTRATION OF CHARGE ISSUED BY THE REGISTRAR OF COMPANIES (IF THE CORPORATE DEBTOR IS A COMPANY)

2. DETAILS OF RESERVATION / RETENTION OF TITLE ARRANGEMENTS (IF ANY) IN RESPECT OF GOODS TO WHICH THE OPERATIONAL DEBT REFERS

3. PARTICULARS OF AN ORDER OF A COURT, TRIBUNAL OR ARBITRAL PANEL ADJUDICATING ON THE DEFAULT, IF ANY (ATTACH A COPY OF THE ORDER)

4. RECORD OF DEFAULT WITH THE INFORMATION UTILITY, IF ANY (ATTACH A COPY OF SUCH RECORD)

5. DETAILS OF SUCCESSION CERTIFICATE, OR PROBATE OF A WILL, OR LETTER OF ADMINISTRATION, OR COURT DECREE (AS MAY BE APPLICABLE), UNDER THE INDIAN SUCCESSION ACT, 1925 (10 OF 1925) (ATTACH A COPY)

6. PROVISION OF LAW, CONTRACT OR OTHER DOCUMENT UNDER WHICH OPERATIONAL DEBT HAS BECOME DUE 7. A STATEMENT OF BANK ACCOUNT WHERE DEPOSITS ARE MADE OR CREDITS RECEIVED NORMALLY BY THE OPERATIONAL CREDITOR IN RESPECT OF THE DEBT OF THE CORPORATE DEBTOR (ATTACH A COPY)

8. LIST OF OTHER DOCUMENTS ATTACHED TO THIS APPLICATION IN ORDER TO PROVE THE EXISTENCE OF OPERATIONAL DEBT AND THE AMOUNT IN DEFAULT

I, [Name of the operational creditor / person authorised to act on behalf of the operational creditor ] hereby certify that, to the best of my knowledge, [ name of proposed insolvency professional ], is fully qualified and permitted to act as an insolvency professional in accordance with the Code and the rules and regulations made thereunder. [WHERE APPLICABLE] ³³¹[[Name of the operational creditor ] has paid the requisite fee for this application through [ state means of payment ] on [ date] and a copy of this application has been served by registered post/speed post/by hand/electronic means to the registered office of the corporate debtor and to the Board.] Yours sincerely,

Signature of person authorised to act on behalf of the operational creditor Name in block letters Position with or in relation to the operational creditor Address of person signing

Instructions Please attach the following to this application: Annex I Copy of the invoice / demand notice as in Form 3 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 served on the corporate debtor. Annex II Copies of all documents referred to in this application. ³³²[Annex III Form 5A, if available, from the banks/financial institutions that maintains relevant accounts of the operational creditor.] Annex IV Affidavit in support of the application in accordance with the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. Annex V Written communication by the proposed interim resolution professional as set out in

Form 2 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. [WHERE APPLICABLE] Annex VI Proof that the specified application fee has been paid. ³³³[Annex VII Proofs of serving a copy of the application (a) to the corporate debtor, and (b) to the Board.]

Note: Where workmen/employees are operational creditors, the application may be made either in an individual capacity or in a joint capacity by one of them who is duly authorised for the purpose.

³³⁴[Form 5A [Under section 9(3)(c) of the Code] (To be issued on the letter head of the Bank / Financial Institution) To whomsoever it may concern Based on a request of ............................ (name and address of person), having an account(s) bearing No…… at …. branch of bank/financial institution, it is certified that the following amounts have been credited in the last three years to this account on behalf of corporate debtor ( name and address of the corporate debtor from whom the amount is supposed to be credited).

Date of credit Amount of credit (Rs.)

(Signature and Name of issuing authority) Date : Place :]

Form 6 (See sub-rule(1) of rule 7) ³³⁵[APPLICATION BY CORPORATE APPLICANT TO INITIATE CORPORATE INSOLVENCY RESOLUTION PROCESS *UNDER CHAPTER II OF PART II/ UNDER CHAPTER IV OF PART II OF THE CODE [*strike out whichever is not applicable] ] (Under rule 7 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016) [Date] To,

The National Company Law Tribunal [Address] From, [Name and address for correspondence of the corporate applicant] In the matter of [name of the corporate debtor] Subject: Application to initiate corporate insolvency resolution process in respect of [name of the corporate debtor] under the Code. Madam/Sir, We, hereby submit this application to initiate a corporate insolvency resolution process in respect of [name of corporate debtor]. The details for the purpose of this application are set out below:

Part-I

PARTICULARS OF THE CORPORATE APPLICANT 1. NAME ADDRESS, EMAIL ADDRESS, IDENTIFICATION NUMBER AND ADDRESS FOR COMMUNICATION OF THE CORPORATE APPLICANT

2. NAME ADDRESS, EMAIL ADDRESS, IDENTIFICATION NUMBER AND ADDRESS OF THE REGISTERED OFFICE OF CORPORATE DEBTOR

3. NAMES AND ADDRESSES OF ALL DIRECTORS, PROMOTERS, DESIGNATED

PARTNERS OF THE CORPORATE DEBTOR (AS APPLICABLE)

4. DATE OF INCORPORATION OF CORPORATE DEBTOR 5. NOMINAL SHARE CAPITAL AND THE PAID-UP SHARE CAPITAL OF THE CORPORATE DEBTOR AND/OR DETAILS OF GUARANTEE CLAUSE AS PER MEMORANDUM OF ASSOCIATION (AS APPLICABLE)

6. NAME, ADDRESS AND AUTHORITY OF PERSON SUBMITTING APPLICATION ON BEHALF OF CORPORATE APPLICANT (ENCLOSE AUTHORISATION)

7. NAME AND ADDRESS OF PERSON RESIDENT IN INDIA AUTHORISED TO ACCEPT THE SERVICE OF PROCESS ON ITS BEHALF (ENCLOSE AUTHORISATION)

8. DOCUMENTATION TO SHOW THAT THE CORPORATE APPLICANT IS AUTHORISED TO INITIATE THE CORPORATE INSOLVENCY RESOLUTION PROCESS

³³⁶[9. DETAILS OF THE CORPORATE DEBTOR AS PER THE NOTIFICATION UNDER SECTION 55 (2) OF THE CODE –

(i)ASSETS AND INCOME

(ii)CLASS OF CREDITORS OR AMOUNT OF DEBT

(iii)CATEGORY OF CORPORATE PERSON (WHERE APPLICATION IS UNDER CHAPTER IV OF PART II OF THE CODE)]

Part-II

PARTICULARS OF PROPOSED INTERIM RESOLUTION PROFESSIONAL 1. NAME, ADDRESS, EMAIL ADDRESS AND THE REGISTRATION NUMBER OF THE PROPOSED INTERIM RESOLUTION PROFESSIONAL

Part-III

PARTICULARS OF FINANCIAL / OPERATIONAL DEBT [CREDITOR WISE, AS APPLICABLE]

1. NAME(S) OF FINANCIAL / OPERATIONAL CREDITOR(S)

2. ADDRESS OF CORRESPONDENCE OF THE FINANCIAL / OPERATIONAL CREDITOR(S)

3. TOTAL DEBT RAISED AND AMOUNT IN DEFAULT

4. DATE WHEN THE FINANCIAL/ OPERATIONAL DEBT WAS INCURRED 5.

PARTICULARS OF SECURITY HELD, IF ANY, THE DATE OF ITS CREATION, ITS ESTIMATED VALUE AS PER THE CREDITOR.

ATTACH A COPY OF A CERTIFICATE OF REGISTRATION OF CHARGE ISSUED BY THE REGISTRAR OF COMPANIES (IF THE CORPORATE DEBTOR IS A COMPANY)

6. DETAILS OF RETENTION OF TITLE ARRANGEMENTS (IF ANY) IN RESPECT OF GOODS TO WHICH THE OPERATIONAL DEBT REFERS

7. RECORD OF DEFAULT WITH THE INFORMATION UTILITY, IF ANY 8. LIST OF DOCUMENTS ATTACHED TO THIS APPLICATION IN ORDER TO PROVE THE EXISTENCE OF FINANCIAL/ OPERATIONAL DEBT AND THE AMOUNT IN DEFAULT

I, certify that, to the best of my knowledge, [ name of proposed insolvency professional ], is fully qualified and permitted to act as an insolvency professional in accordance with the Code and the associated rules and regulations. ³³⁷[[Name of the corporate applicant] has paid the requisite fee for this application through [state means of payment] on [ date] and a copy of this application has been served by registered post/speed post/by hand/electronic means to the Board.] Yours sincerely,

Signature of person authorised to act on behalf of the corporate applicant Name in block letters Position with or in relation to the corporate applicant Address of person signing

Instructions Please attach the following to this application:

Annex I In case of financial debt, record of default obtained through the information utility or all documents listed in serial number 8 of part –III of this application. Annex II In case of operational debt, (i) copy of invoice / demand notice served by an operational creditor on the corporate debtor and (ii) record of default obtained through the information utility or all documents listed in serial number 8 of part-III of this application. Annex III Written communication by the proposed interim resolution professional as set out in Form 2 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. Annex IV Copy of the relevant books of accounts of the corporate debtor evidencing the default to creditors. Annex V Copies of audited financial statements of the corporate debtor for the last two financial years and the provisional financial statements for the current financial year made upto a date not earlier than fourteen days from the date of the application. Annex VI A statement of affairs made up to a date not earlier than fourteen days from the date of application including the following document, namely:-

(a)a list of the corporate debtor’s assets and liabilities, divided into such categories as are appropriate for easy id entification, with estimated values assigned to each category;

(b)in the case of any property on which a claim against the corporate debtor is wholly or partly secured, particulars of the claim and its amount, and of how and when the security was created;

(c)the names and addresses of the financial creditors and operational creditors of the corporate debtor, with the amounts due to each of them;