CIVIL

Insolvency and Bankruptcy Code, 2016

MINISTRY OF LAW AND JUSTICE
(Legislative Department)

New Delhi, the 28th May, 2016/Jyaistha 7, 1938 (Saka)

The following Act of Parliament received the assent of the President on the28th May, 2016, and is hereby published for general information:—


NO. 31 OF 2016

[28th May, 2016.]

An Act to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership firms and individuals in a time bound manner for maximisation of value of assets of such persons, to romote entrepreneurship, availability of credit and balance the interests of all the stakeholders including alteration in the order of priority of payment of Government dues and to establish an Insolvency and Bankruptcy Board of India, and for matters connected therewith or incidental thereto.

BE it enacted by Parliament in the Sixty-seventh Year of the Republic of India as follows:


PART I PRELIMINARY

  1. (1) This Code may be called the Insolvency and Bankruptcy Code, 2016.
    (2) It extends to the whole of India:
    Provided that Part III of this Code shall not extend to the State of Jammu and Kashmir.
    (3) It shall come into force on such date as the Central Government may, by notification
    in the Official Gazette, appoint:
    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.

  1. The provisions of this Code shall apply to—

(a) any company incorporated under the Companies Act, 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;
(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; and
(e) partnership firms and individuals, in relation to their insolvency, liquidation, voluntary liquidation or bankruptcy, as the case may be.


  1. 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, a limited liability partnership, as defined in clause (n) of
sub-section (1) of section 2 of the Limited Liability Partnership Act, 2008, 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 decreeholder;
(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 repaid 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;
(c) public financial institution as defined in clause (72) of section 2 of the
Companies Act, 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 asassigned to such term
in clause (v) of section 2 of the Foreign Exchange Management Act, 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;

(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:
Provided that security interest shall not include a performance guarantee;
(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;
(37) words and expressions used but not defined in this Code but defined in the Indian Contract Act, 1872, the Indian Partnership Act, 1932, the Securities Contact (Regulation) Act, 1956, the Securities Exchange Board of India Act, 1992, the Recovery of Debts Due to Banks and Financial Institutions Act, 1993, the Limited Liability Partnership Act, 2008 and the Companies Act, 2013, shall have the meanings respectively assigned to them in those Acts.


PART II INSOLVENCY RESOLUTION AND LIQUIDATION FOR CORPORATE PERSONS

CHAPTER I
PRELIMINARY

  1. (1) This Part shall apply to matters relating to the insolvency and liquidation of
    corporate debtors where the minimum amount of the default is one lakh 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.
  2. 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;
    (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;
    (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 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;
(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 alongwith 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 nonrecourse
basis;
(f) any amount raised under any other transaction, including any forward
sale or purchase agreement, having the commercial effect of a borrowing;
(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;
(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;
(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;
(13) “insolvency resolution process costs” means—
(a) the amount of any interim finance and thecosts 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;
(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 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 or a
designated partner as defined in clause (j) of section 2 of the Limited Liability Partnership Act, 2008, 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 repayment 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;
(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) a key managerial personnel of the corporate debtor or a relative of a 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) anybody 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;

(25) “resolution applicant” means any person who submits a resolution plan to
the resolution professional;
(26) “resolution plan” means a plan proposed by any person for insolvency
resolution of the corporate debtor as a going concern in accordance with Part II;
(27) “resolution professional”, for the purposes of this Part, means an insolvency
professional appointed to conduct the corporate insolvency resolution process 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.


CHAPTER II CORPORATE INSOLVENCY RESOLUTION PROCESS

  1. 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.
  • (1) A financial creditor either by itself or jointly with other financial creditors may file
    an application for initiating corporate insolvency resolution process against a corporate
    debtor before the Adjudicating Authority when a default has occurred.

  • 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).

    (5) Where the Adjudicating Authority is satisfied that—
    (a) a default has occurred and the application under sub-section (2) is complete,
    and there is no disciplinary proceedings pending against the proposed resolution
    professional, it may, by order, admit such application; or
    (b) default has not occurred or the application under sub-section (2) is incomplete
    or any disciplinary proceeding is pending against the proposed resolution professional,
    it may, by order, reject such application:
    Provided that the Adjudicating Authority shall, before rejecting the application under
    clause (b) of sub-section (5), give a notice to the applicant to rectify the defect in his application
    within seven days of receipt of such notice from the Adjudicating Authority.
    (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.

    1. (1) An operational creditor may, on the occurrence of a default, deliver a demand
      notice of unpaid operational debtor copy 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, if any, and 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 repayment 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 repayment of the
    operational debt in respect of which the default has occurred.


    1. (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 thefinancial institutions maintaining accounts
      of the operational creditor confirming that there is no payment of an unpaid operational
      debt by the corporate debtor; and
      (d) such 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 repayment 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 repayment 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 subclause
    (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.
    (6) The corporate insolvency resolution process shall commence from the date of
    admission of the application under sub-section (5) of this section.

    1. (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.
      (3) The corporate applicant shall, along with the application furnish the information
      relating to—
      (a) its books of account and such other documents relating to such period as
      may be specified; and
      (b) the resolution professional proposed to be appointed as an interim resolution
      professional.
      (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; or
      (b) reject the application, if it is incomplete:
      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.
      (5) The corporate insolvency resolution process shall commence from the date of
      admission of the application under sub-section (4) of this section.
  • 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; or
    (b) a corporate debtor having completed corporate insolvency resolution process
    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.

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


    1. (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 seventy-five 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.

    1. (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.
  • (1) Subject to provisions of sub-sections (2) 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;
    (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.
    (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.
    (3) The provisions of sub-section (1) shall not apply to such transactions as may be
    notified by the Central Government in consultation with any financial sector regulator.
    (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.

    1. (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 claims;
      (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.
  • (1) The Adjudicating Authority shall appoint an interim resolution professional
    within fourteen days from the insolvency commencement date.
    (2) Where the application for corporate insolvency resolution process is made by a
    financial creditor or the corporate debtor, as the case may be, the resolution professional, as proposed respectively in the application under section 7 or section 10, 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.
    (4) The Board shall, within ten days of the receipt of a reference from the Adjudicating
    Authority under sub-section (3), 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 shall not exceed thirty days from
    date of his appointment.

  • (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 may be
    specified.

  • 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, pursuant to
    the public announcement made under sections 13 and 15;
    (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 sub-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.

    1. (1) The personnel of the corporate debtor, its promoters or any other person
      associated with the management of the corporate debtor shall extend all assistance and
      cooperation to the interim resolution professional as may be required by him in managing the affairs of the corporate debtor.
      (2) Where any personnel of the corporate debtor, its promoter 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, direct such personnel or other person to comply with the instructions of the resolution professional and to cooperate with him in collection of information and
    management of the corporate debtor.

    1. (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.

    1. (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 related partyto whom a corporate debtor owes a financial debt shall not
    have any right of representation, participation or voting in a meeting of the committee of creditors.

    (3) 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 or issued as securities 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.
    (7) The Board may specify the manner of determining the voting share in respect of
    financial debts issued as securities under sub-section (6) .
    (8) All decisions of the committee of creditors shall be taken by a vote of not less than
    seventy-five 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 comprise of such persons to exercise such functions in such manner as may be specified by the Board.
    (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.

    1. (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 seventy-five 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, it
    shall communicate its decision to the interim resolution professional, the corporate
    debtor and the Adjudicating Authority; 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.
    (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.

    1. (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.
      (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-sections (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.
  • (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 Committee of creditors;
    (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 direct or, partner or representative of operational
    creditors, as the case may be, shall not invalidate proceedings of such meeting.

    (5) 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.

    1. (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;
      (h) invite prospective lenders, investors, and any other persons to put forward
      resolution plans;
      (i) present all resolution plans at the meetings of the committee of creditors;
      (j) file application for avoidance of transactions in accordance with Chapter III,
      if any; and
      (k) such other actions as may be specified by the Board.
  • The filing of an avoidance application under clause (j) of sub-section (2) of section
    25 by the resolution professional shall not affect the proceedings of the corporate insolvency resolution process.

  • (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.
    (2) The committee of creditors may, at a meeting, by a vote of seventy five per cent. of
    voting shares, propose to replace the resolution professional appointed under section 22
    with another resolution professional.
    (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.

    1. (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 seventy five 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.
    2. (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.

    1. (1) A resolution applicant may submit a resolution plan 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 repayment of other debts of the corporate
      debtor;
      (b) provides for the repayment of the debts of operational creditors in such
      manner as may be specified by the Board which shall not be less than the amount to be
      paid to the operational creditors in the event of a liquidation of the corporate debtor
      under section 53;
      (c) provides for the management of the affairs of the Corporate debtor after
      approval of the resolution plan;
      (d) the implementation and supervision of the resolution plan;
      (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.
      (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).
      (4) The committee of creditors may approve a resolution plan by a vote of not less than
      seventy five per cent. of voting share of the financial creditors.
      (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.
  • (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, guarantors and other stakeholders involved in the 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.
    (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.

    1. 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.

    CHAPTER III LIQUIDATION PROCESS

    1. (1) Where the Adjudicating Authority, —

    (a) before the expiry of the insolvency resolution process period or the maximum
    period permitted for completion of the corporate insolvency resolution process under
    section 12 or the fast track corporate insolvency resolution process under section 56,
    as the case may be, does not receive a resolution plan under sub-section (6) of
    section 30; or

    (b) rejects the resolution plan under section 31 for the non-compliance of the
    requirements specified therein, it shall—
    (i) pass an order requiring the corporate debtor to be liquidated in the manner as
    laid down in this Chapter;
    (ii) issue a public announcement stating that the corporate debtor is in
    liquidation; and
    (iii) require such order to be sent to the authority with which the corporate
    debtor is registered.
    (2) Where the resolution professional, at any time during the corporate insolvency
    resolution process but before confirmation of resolution plan, intimates the Adjudicating
    Authority of the decision of the committee of creditors to liquidate the corporate debtor, the Adjudicating Authority shall pass a liquidation order as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1).

    (3) Where the resolution plan approved by the Adjudicating Authority is contravened
    by the concerned corporate debtor, any person other than the corporate debtor, whose interests are prejudicially affected by such contravention, may make an application to the Adjudicating Authority for a liquidation order as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1).
    (4) On receipt of an application under sub-section (3), if the Adjudicating Authority
    determines that the corporate debtor has contravened the provisions of the resolution plan, it shall pass a liquidation order as referred to in sub-clauses (i), (ii) and (iii) of clause (b) of sub-section (1).
    (5) Subject to section 52, when a liquidation order has been passed, no suit or other
    legal proceeding shall be instituted by or against the corporate debtor:
    Provided that a suit or other legal proceeding may be instituted by the liquidator, on
    behalf of the corporate debtor, with the prior approval of the Adjudicating Authority.

    (6) The provisions of sub-section (5) shall not apply to legal proceedings in relation to
    such transactions as may be notified by the Central Government in consultation with any
    financial sector regulator.
    (7) The order for liquidation under this section shall be deemed to be a notice of
    discharge to the officers, employees and workmen of the corporate debtor, except when the business of the corporate debtor is continued during the liquidation process by the
    liquidator.

    1. (1) Where the Adjudicating Authority passes an order for liquidation of the corporate
      debtor under section 33, the resolution professional appointed for the corporate insolvency resolution process under Chapter II shall act as the liquidator for the purposes of liquidation unless replaced by the Adjudicating Authority under sub-section (4).
      (2) On the appointment of a liquidator under this section, all powers of the board of
      directors, key managerial personnel and the partners of the corporate debtor, as the case may be, shall cease to have effect and shall be vested in the liquidator.
      (3) The personnel of the corporate debtor shall extend all assistance and cooperation
      to the liquidator as may be required by him in managing the affairs of the corporate debtor and provisions of section 19 shall apply in relation to voluntary liquidation process as they apply in relation to liquidation process with the substitution of references to the liquidator for references to the interim resolution professional.
      (4) The Adjudicating Authority shall by order replace the resolution professional, if—
      (a) the resolution plan submitted by the resolution professional under section 30
      was rejected for failure to meet the requirements mentioned in sub-section (2) of
      section 30; or
      (b) the Board recommends the replacement of a resolution professional to the
      Adjudicating Authority for reasons to be recorded in writing.
      (5) For the purposes of clause (a) of sub-section (4), the Adjudicating Authority may
      direct the Board to propose the name of another insolvency professional to be appointed as a liquidator.
      (6) The Board shall propose the name of another insolvency professional within ten
      days of the direction issued by the Adjudicating Authority under sub-section (5).
      (7) The Adjudicating Authority shall, on receipt of the proposal of the Board for the
      appointment of an insolvency professional as liquidator, by an order appoint such insolvency professional as the liquidator.
      (8) An insolvency professional proposed to be appointed as a liquidator shall charge
      such fee for the conduct of the liquidation proceedings and in such proportion to the value of the liquidation estate assets, as may be specified by the Board.
      (9) The fees for the conduct of the liquidation proceedings under sub-section (8) shall
      be paid to the liquidator from the proceeds of the liquidation estate under section 53.
  • (1) Subject to the directions of the Adjudicating Authority, the liquidator shall
    have the following powers and duties, namely:—

  • (a) to verify claims of all the creditors;
    (b) to take into his custody or control all the assets, property, effects and
    actionable claims of the corporate debtor;
    (c) to evaluate the assets and property of the corporate debtor in the manner as
    may be specified by the Board and prepare a report;
    (d) to take such measures to protect and preserve the assets and properties of
    the corporate debtor as he considers necessary;

    (e) to carry on the business of the corporate debtor for its beneficial liquidation
    as he considers necessary;
    (f) subject to section 52, to sell the immovable and movable property and
    actionable claims of the corporate debtor in liquidation by public auction or private
    contract, with power to transfer such property to any person or body corporate, or to
    sell the same in parcels in such manner as may be specified;
    (g) to draw, accept, make and endorse any negotiable instruments including bill
    of exchange, hundi or promissory note in the name and on behalf of the corporate
    debtor, with the same effect with respect to the liability as if such instruments were
    drawn, accepted, made or endorsed by or on behalf of the corporate debtor in the
    ordinary course of its business;
    (h) to take out, in his official name, letter of administration to any deceased
    contributory and to do in his official name any other act necessary for obtaining
    payment of any money due and payable from a contributory or his estate which cannot
    be ordinarily done in the name of the corporate debtor, and in all such cases, the money
    due and payable shall, for the purpose of enabling the liquidator to take out the letter
    of administration or recover the money, be deemed to be due to the liquidator himself;
    (i) to obtain any professional assistance from any person or appoint any
    professional, in discharge of his duties, obligations and responsibilities;
    (j) to invite and settle claims of creditors and claimants and distribute proceeds
    in accordance with the provisions of this Code;
    (k) to institute or defend any suit, prosecution or other legal proceedings, civil
    or criminal, in the name of on behalf of the corporate debtor;
    (l) to investigate the financial affairs of the corporate debtor to determine
    undervalued or preferential transactions;
    (m) to take all such actions, steps, or to sign, execute and verify any paper, deed,
    receipt document, application, petition, affidavit, bond or instrument and for such
    purpose to use the common seal, if any, as may be necessary for liquidation, distribution
    of assets and in discharge of his duties and obligations and functions as liquidator;
    (n) to apply to the Adjudicating Authority for such orders or directions as may
    be necessary for the liquidation of the corporate debtor and to report the progress of
    the liquidation process in a manner as may be specified by the Board; and
    (o) to perform such other functions as may be specified by the Board.
    (2) The liquidator shall have the power to consult any of the stakeholders entitled to a
    distribution of proceeds under section 53:
    Provided that any such consultation shall not be binding on the liquidator:
    Provided further that the records of any such consultation shall be made
    available to all other stakeholders not so consulted, in a manner specified by the Board.

    1. (1) For the purposes of liquidation, the liquidator shall form an estate of the assets
      mentioned in sub-section (3), which will be called the liquidation estate in relation to the
      corporate debtor.
      (2) The liquidator shall hold the liquidation estate as a fiduciary for the benefit of all the
      creditors.
      (3) Subject to sub-section (4), the liquidation estate shall comprise all liquidation
      estate assets which shall include the following:—

    (a) any assets over which the corporate debtor has ownership rights, including
    all rights and interests therein as evidenced in the balance sheet of the corporate
    debtor or an information utility or records in the registry or any depository recording
    securities of the corporate debtor or by any other means as may be specified by the
    Board, including shares held in any subsidiary of the corporate debtor;
    (b) assets that may or may not be in possession of the corporate debtor including
    but not limited to encumbered assets;
    (c) tangible assets, whether movable or immovable;
    (d) intangible assets including but not limited to intellectual property, securities
    (including shares held in a subsidiary of the corporate debtor) and financial instruments,
    insurance policies, contractual rights;
    (e) assets subject to the determination of ownership by the court or authority;
    (f) any assets or their value recovered through proceedings for avoidance of
    transactions in accordance with this Chapter;
    (g) any asset of the corporate debtor in respect of which a secured creditor has
    relinquished security interest;
    (h) any other property belonging to or vested in the corporate debtor at the
    insolvency commencement date; and
    (i) all proceeds of liquidation as and when they are realised.
    (4) The following shall not be included in the liquidation estate assets and shall not be
    used for recovery in the liquidation:—
    (a) assets owned by a third party which are in possession of the corporate
    debtor, including—
    (i) assets held in trust for any third party;
    (ii) bailment contracts;
    (iii) all sums due to any workman or employee from the provident fund,
    the pension fund and the gratuity fund;
    (iv) other contractual arrangements which do not stipulate transfer of title
    but only use of the assets; and
    (v) such other assets as may be notified by the Central Government in
    consultation with any financial sector regulator;
    (b) assets in security collateral held by financial services providers and are subject
    to netting and set-off in multi-lateral trading or clearing transactions;
    (c) personal assets of any shareholder or partner of a corporate debtor as the
    case may be provided such assets are not held on account of avoidance transactions
    that may be avoided under this Chapter;
    (d) assets of any Indian or foreign subsidiary of the corporate debtor; or
    (e) any other assets as may be specified by the Board, including assets which
    could be subject to set-off on account of mutual dealings between the corporate debtor
    and any creditor.

    1. (1) Notwithstanding anything contained in any other law for the time being in
      force, the liquidator shall have the power to access any information systems for the purpose of admission and proof of claims and identification of the liquidation estate assets relating to the corporate debtor from the following sources, namely:—

    (a) an information utility;
    (b) credit information systems regulated under any law for the time being in
    force;
    (c) any agency of the Central, State or Local Government including any registration
    authorities;
    (d) information systems for financial and non-financial liabilities regulated under
    any law for the time being in force;
    (e) information systems for securities and assets posted as security interest
    regulated under any law for the time being in force;
    (f) any database maintained by the Board; and
    (g) any other source as may be specified by the Board.
    (2) The creditors may require the liquidator to provide them any financial information
    relating to the corporate debtor in such manner as may be specified.
    (3) The liquidator shall provide information referred to in sub-section (2) to such
    creditors who have requested for such information within a period of
    seven days from the date of such request or provide reasons for not providing such
    information.

    1. (1) The liquidator shall receive or collect the claims of creditors within a period of
      thirty days from the date of the commencement of the liquidation process.
      (2) A financial creditor may submit a claim to the liquidator by providing a record of
      such claim with an information utility:
      Provided that where the information relating to the claim is not recorded in the
      information utility, the financial creditor may submit the claim in the same manner as provided for the submission of claims for the operational creditor under sub-section (3).
      (3) An operational creditor may submit a claim to the liquidator in such form and in
      such manner and along with such supporting documents required to prove the claim as may be specified by the Board.
      (4) A creditor who is partly a financial creditor and partly an operational creditor shall
      submit claims to the liquidator to the extent of his financial debt in the manner as provided in sub-section (2) and to the extent of his operational debt under sub-section (3).
      (5) A creditor may withdraw or vary his claim under this section within fourteen days
      of its submission.
  • (1) The liquidator shall verify the claims submitted under section 38 within such
    time as specified by the Board.
    (2) The liquidator may require any creditor or the corporate debtor or any other person
    to produce any other document or evidence which he thinks necessary for the purpose of verifying the whole or any part of the claim.

  • (1) The liquidator may, after verification of claims under section 39, either admit or
    reject the claim, in whole or in part, as the case may be:
    Provided that where the liquidator rejects a claim, he shall record in writing the reasons
    for such rejection.
    (2) The liquidator shall communicate his decision of admission or rejection of claims
    to the creditor and corporate debtor within seven days of such admission or rejection of
    claims.

  • 41.The liquidator shall determine the value of claims admitted under section 40 in such
    manner as may be specified by the Board.

    1. A creditor may appeal to the Adjudicating Authority against the
      decision of the liquidator rejecting the claims within fourteen days of the receipt of such
      decision.
  • (1) Where the liquidator or the resolution professional, as the case may be, is of the
    opinion that the corporate debtor has at a relevant time given a preference in such transactions and in such manner as laid down in sub-section (2) to any persons as referred to in sub-section (4), he shall apply to the Adjudicating Authority for avoidance of preferential transactions and for, one or more of the orders referred to in section 44.
    (2) A corporate debtor shall be deemed to have given a preference, if—
    (a) there is a transfer of property or an interest thereof of the corporate debtor for
    the benefit of a creditor or a surety or a guarantor for or on account of an antecedent
    financial debt or operational debt or other liabilities owed by the corporate debtor; and
    (b) the transfer under clause (a) has the effect of putting such creditor or a
    surety or a guarantor in a beneficial position than it would have been in the event of a
    distribution of assets being made in accordance with section 53.
    (3) For the purposes of sub-section (2), a preference shall not include the following
    transfers—
    (a) transfer made in the ordinary course of the business or financial affairs of the
    corporate debtor or the transferee;
    (b) any transfer creating a security interest in property acquired by the corporate
    debtor to the extent that—
    (i) such security interest secures new value and was given at the time of or
    after the signing of a security agreement that contains a description of such
    property as security interest and was used by corporate debtor to acquire such
    property; and
    (ii) such transfer was registered with an information utility on or before
    thirty days after the corporate debtor receives possession of such property:
    Provided that any transfer made in pursuance of the order of a court shall not, preclude
    such transfer to be deemed as giving of preference by the corporate debtor.

  • Explanation.—For the purpose of sub-section (3) of this section, “new value” means
    money or its worth in goods, services, or new credit, or release by the transferee of property previously transferred to such transferee in a transaction that is neither void nor voidable by the liquidator or the resolution professional under this Code, including proceeds of such property, but does not include a financial debt or operational debt substituted for existing financial debt or operational debt.

    (4) A preference shall be deemed to be given at a relevant time, if—
    (a) it is given to a related party (other than by reason only of being an employee),
    during the period of two years preceding the insolvency commencement date; or
    (b) a preference is given to a person other than a related party during the period
    of one year preceding the insolvency commencement date.

    1. The Adjudicating Authority, may, on an application made by the resolution
      professional or liquidator under sub-section (1) of section 43, by an order :

    (a) require any property transferred in connection with the giving of the preference
    to be vested in the corporate debtor;
    (b) require any property to be so vested if it represents the application either of
    the proceeds of sale of property so transferred or of money so transferred;
    (c) release or discharge (in whole or in part) of any security interest created by
    the corporate debtor;
    (d) require any person to pay such sums in respect of benefits received by him
    from the corporate debtor, such sums to the liquidator or the resolution professional,
    as the Adjudicating Authority may direct;
    (e) direct any guarantor, whose financial debts or operational debts owed to any
    person were released or discharged (in whole or in part) by the giving of the preference,
    to be under such new or revived financial debts or operational debts to that person as
    the Adjudicating Authority deems appropriate;
    (f) direct for providing security or charge on any property for the discharge of
    any financial debt or operational debt under the order, and such security or charge to
    have the same priority as a security or charge released or discharged wholly or in part
    by the giving of the preference; and
    (g) direct for providing the extent to which any person whose property is so
    vested in the corporate debtor, or on whom financial debts or operational debts are
    imposed by the order, are to be proved in the liquidation or the corporate insolvency
    resolution process for financial debts or operational debts which arose from, or were
    released or discharged wholly or in part by the giving of the preference:
    Provided that an order under this section shall not—
    (a) affect any interest in property which was acquired from a person other than
    the corporate debtor or any interest derived from such interest and was acquired in
    good faith and for value;
    (b) require a person, who received a benefit from the preferential transaction in
    good faith and for value to pay a sum to the liquidator or the resolution professional.

    Explanation I.—For the purpose of this section, it is clarified that where a person,who
    has acquired an interest in property from another person other than the corporate debtor, or who has received a benefit from the preference or such another person to whom the corporate debtor gave the preference,—
    (i) had sufficient information of the initiation or commencement of insolvency
    resolution process of the corporate debtor;
    (ii) is a related party, it shall be presumed that the interest was acquired or the benefit was received otherwise than in good faith unless the contrary is shown.

    Explanation II.—A person shall be deemed to have sufficient information or
    opportunity to avail such information if a public announcement regarding the corporate
    insolvency resolution process has been made under section 13.

    1. (1) If the liquidator or the resolution professional, as the case may be, on an
      examination of the transactions of the corporate debtor referred to in sub-section (2) of
      section 43 determines that certain transactions were made during the relevant period under section 46, which were undervalued, he shall make an application to the Adjudicating Authority to declare such transactions as void and reverse the effect of such transaction in accordance with this Chapter.

    (2) A transaction shall be considered undervalued where the corporate debtor—
    (a) makes a gift to a person; or
    (b) enters into a transaction with a person which involves the transfer of one or
    more assets by the corporate debtor for a consideration the value of which is significantly less than the value of the consideration provided by the corporate debtor,
    and such transaction has not taken place in the ordinary course of business of the corporate debtor.

    1. (1) In an application for avoiding a transaction at undervalue, the liquidator or the
      resolution professional, as the case may be, shall demonstrate that—
      (i) such transaction was made with any person within the period of one year
      preceding the insolvency commencement date; or
      (ii) such transaction was made with a related party within the period of two years
      preceding the insolvency commencement date.
      (2) The Adjudicating Authority may require an independent expert to assess evidence
      relating to the value of the transactions mentioned in this section.
  • (1) Where an undervalued transaction has taken place and the liquidator or the
    resolution professional as the case may be, has not reported it to the Adjudicating Authority, a creditor, member or a partner of a corporate debtor, as the case may be, may make an application to the Adjudicating Authority to declare such transactions void and reverse their effect in accordance with this Chapter.

  • (2) Where the Adjudicating Authority, after examination of the application made under
    sub-section (1), is satisfied that—
    (a) undervalued transactions had occurred; and
    (b) liquidator or the resolution professional, as the case may be, after having
    sufficient information or opportunity to avail information of such transactions did not
    report such transaction to the Adjudicating Authority,
    it shall pass an order—
    (a) restoring the position as it existed before such transactions and reversing
    the effects thereof in the manner as laid down in section 45 and section 48;
    (b) requiring the Board to initiate disciplinary proceedings against the liquidator
    or the resolution professional as the case may be.

    1. The order of the Adjudicating Authority under sub-section (1) of section 45 may
      provide for the following:—
      (a) require any property transferred as part of the transaction, to be vested in the
      corporate debtor;
      (b) release or discharge (in whole or in part) any security interest granted by the
      corporate debtor;
      (c) require any person to pay such sums, in respect of benefits received by such
      person, to the liquidator or the resolution professional as the case may be, as the
      Adjudicating Authority may direct; or
      (d) require the payment of such consideration for the transaction as may be
      determined by an independent expert.
  • Where the corporate debtor has entered into an undervalued transaction as referred
    to in sub-section (2) of section 45 and the Adjudicating Authority is satisfied that such
    transaction was deliberately entered into by such corporate debtor—
    (a) for keeping assets of the corporate debtor beyond the reach of any person
    who is entitled to make a claim against the corporate debtor; or
    (b) in order to adversely affect the interests of such a person in relation to the
    claim, the Adjudicating Authority shall make an order—
    (i) restoring the position as it existed before such transaction as if the
    transaction had not been entered into; and
    (ii) protecting the interests of persons who are victims of such transactions:
    Provided that an order under this section—
    (a) shall not affect any interest in property which was acquired from a person
    other than the corporate debtor and was acquired in good faith, for value and without
    notice of the relevant circumstances, or affect any interest deriving from such an
    interest, and
    (b) shall not require a person who received a benefit from the transaction in good
    faith, for value and without notice of the relevant circumstances to pay any sum unless
    he was a party to the transaction.

  • (1) Where the corporate debtor has been a party to an extortionate credit transaction
    involving the receipt of financial or operational debt during the period within two years
    preceding the insolvency commencement date, the liquidator or the resolution professional as the case may be, may make an application for avoidance of such transaction to the Adjudicating Authority if the terms of such transaction required exorbitant payments to be made by the corporate debtor.
    (2) The Board may specify the circumstances in which a transactions which shall be
    covered under sub-section (1).

  • Explanation.—For the purpose of this section, it is clarified that any debt extended by
    any person providing financial services which is in compliance with any law for the time
    being in force in relation to such debt shall in no event be considered as an extortionate
    credit transaction.


    Repeal of certain enactments and savings

    1. (1) idency ToThe Presi wns Insolvency Act, 1909 and the Provincial Insolvency Act, 1920 are hereby repealed.

    (2) Notwithstanding the repeal under sub-sections (1),—
    (i) all proceedings pending under and relating to the Presidency Towns Insolvency
    Act 1909, and the Provincial Insolvency Act 1920 immediately before the commencement
    of this Code shall continue to be governed under the aforementioned Acts and be heard and disposed of by the concerned courts or tribunals, as if the aforementioned
    Acts have not been repealed;
    (ii) any order, rule, notification, regulation, appointment, conveyance, mortgage,
    deed, document or agreement made, fee directed, resolution passed, direction given,
    proceeding taken, instrument executed or issued, or thing done under or in pursuance
    of any repealed enactment shall, if in force at the commencement of this Code, continue
    to be in force, and shall have effect as if the aforementioned Acts have not been repealed;
    (iii) anything done or any action taken or purported to have been done or taken,
    including any rule, notification, inspection, order or notice made or issued or any
    appointment or declaration made or any operation undertaken or any direction given
    or any proceeding taken or any penalty, punishment, forfeiture or fine imposed under
    the repealed enactments shall be deemed valid;
    (iv) any principle or rule of law, or established jurisdiction, form or course of
    pleading, practice or procedure or existing usage, custom, privilege, restriction or
    exemption shall not be affected, notwithstanding that the same respectively may have
    been in any manner affirmed or recognised or derived by, in, or from, the repealed
    enactments;
    (v) any prosecution instituted under the repealed enactments and pending
    immediately before the commencement of this Code before any court or tribunal shall,
    subject to the provisions of this Code, continue to be heard and disposed of by the
    concerned court or tribunal;
    (vi) any person appointed to any office under or by virtue of any repealed
    enactment shall continue to hold such office until such time as may be prescribed; and
    (vii) any jurisdiction, custom, liability, right, title, privilege, restriction, exemption,
    usage, practice, procedure or other matter or thing not in existence or in force shall not
    be revised or restored.
    (3) The mention of particular matters in sub-section (2) shall not be held to prejudice
    the general application of section 6 of the General Clauses Act, 1897 with regard to the
    effect of repeal of the repealed enactments or provisions of the enactments mentioned in the Schedule.


    1. (1) Until the Board is constituted or a financial sector regulator is designated
      under section 195, as the case may be, the powers and functions of the Board or such
      designated financial sector regulator, including its power to make regulations, shall be
      exercised by the Central Government.

    (2) Without prejudice to the generality of the power under sub-section (1), the Central
    Government may by regulations provide for the following matters:—
    (a) recognition of persons, categories of professionals and persons having such
    qualifications and experience in the field of finance, law, management or insolvency
    as it deems necessary, as insolvency professionals and insolvency professional agencies
    under this Code;
    (b) recognition of persons with technological, statistical, and data protection
    capability as it deems necessary, as information utilities under this Code; and
    (c) conduct of the corporate insolvency resolution process, insolvency resolution
    process, liquidation process, fresh start process and bankruptcy process under this
    Code.

    1. The Indian Partnership Act, 1932 shall be amended in the manner specified in the
      First Schedule.
  • The Central Excise Act, 1944 shall be amended in the manner specified in the
    Second Schedule.

  • The Income- tax Act, 1961 shall be amended in the manner specified in the Third
    Schedule.
  • The Customs Act, 1962 shall be amended in the manner specified in the Fourth
    Schedule.
  • The Recovery of Debts due to Banks and Financial Institutions Act, 1993 shall be
    amended in the manner specified in the Fifth Schedule.
  • The Finance Act, 1994 shall be amended in the manner specified in the Sixth
    Schedule.
  • The Securitisation and Reconstruction of Financial Assets and Enforcement of
    Security Interest Act, 2002 shall be amended in the manner specified in the Seventh Schedule.
  • The Sick Industrial Companies (Special Provisions) Repeal Act, 2003 shall be
    amended in the manner specified in the Eighth Schedule.
  • The Payment and Settlement Systems Act, 2007 shall be amended in the manner
    specified in the Ninth Schedule.
  • The Limited Liability Partnership Act, 2008 shall be amended in the manner specified
    in the Tenth Schedule.
  • The Companies Act, 2013 shall be amended in the manner specified in the Eleventh
    Schedule.

  • THE FIRST SCHEDULE
    (See section 245)
    AMENDMENT TO THE INDIAN PARTNERSHIP ACT, 1932
    ( 9 OF 1932)
    1. In section 41, clause (a) shall be omitted.
    THE SECOND SCHEDULE
    (See section 246)
    AMENDMENT TO THE CENTRAL EXCISE ACT, 1944
    (1 of 1944)
    1. In section 11E, for the words, figures and brackets “and the Securitisation and
    Reconstruction of Financial Assets and the Enforcement of Security Interest Act, 2002
    (54 of 2002) “, the words, figures and brackets “the Securitisation and Reconstruction of
    Financial Assets and the Enforcement of Security Interest Act, 2002 (54 of 2002) and the
    Insolvency and Bankruptcy Code, 2016” shall be substituted.

    THE THIRD SCHEDULE
    (See section 247)
    AMENDMENT TO THE INCOME-TAX ACT, 1961
    (43 OF 1961)
    In sub-section (6) of section 178, after the words “for the time being in force”, the
    words and figures “except the provisions of the Insolvency and Bankruptcy Code, 2016”
    shall be inserted.
    THE FOURTH SCHEDULE
    (See section 248)
    AMENDMENT TO THE CUSTOMS ACT, 1962
    (52 OF 1962)
    In section 142A, for the words and figures “and the Securitisation and Reconstruction
    of Financial Assets and the Enforcement of Security Interest Act, 2002 (54 of 2002)”, the
    words and figures ” the Securitisation and Reconstruction of Financial Assets and the
    Enforcement of Security Interest Act, 2002 and the Insolvency and Bankruptcy Code, 2016″
    shall be substituted.
    THE FIFTH SCHEDULE
    (See section 249)


    AMENDMENT TO THE RECOVERY OF DEBTS DUE TO BANKS AND FINANCIAL INSTITUTIONS ACT, 1993
    (51 OF 1993)
    1. In the long title, after the words “financial institutions”, the words “, insolvency
    resolution and bankruptcy of individuals and partnership firms” shall be inserted,
    namely:—.
    2. In section 1,—
    (a) in sub-section (1), for the words “Due to Banks and Financial Institutions”
    the words “and Bankruptcy” shall be substituted;
    (b) in sub-section (4), for the words ” The provision of this Code”, the words
    “Save as otherwise provided, the provisions of this Code”, shall be substituted.
    3. In section 3, after sub-section (1), the following sub-section shall be inserted,
    namely:—
    ” (1A) The Central Government shall by notification establish such number of
    Debts Recovery Tribunals and its benches as it may consider necessary, to exercise
    the jurisdiction, powers and authority of the Adjudicating Authority conferred on
    such Tribunal by or under the Insolvency and Bankruptcy Code, 2016.”.
    4. In section 8, after sub-section (1), the following section shall be inserted,
    namely:—
    ” (1A) The Central Government shall, by notification, establish such number of Debt
    Recovery Appellate Tribunals to exercise jurisdiction, powers and authority to entertain
    appeal against the order made by the Adjudicating Authority under Part III of the Insolvency and Bankruptcy Code, 2016.”.
    5. In section 17,—
    (i) after sub-section (1), the following sub-section shall be inserted, namely:—
    ” (1A) Without prejudice to sub-section (1),—
    (a) the Tribunal shall exercise, on and from the date to be appointed
    by the Central Government, the jurisdiction, powers and authority to
    entertain and decide applications under Part III of Insolvency and
    Bankruptcy Code, 2016.

    (b) the Tribunal shall have circuit sittings in all district headquarters.”
    (ii) after sub-section (2), the following sub-section shall be inserted, namely:—
    ” (2A) Without prejudice to sub-section (2), the Appellate Tribunal shall
    exercise, on and from the date to be appointed by the Central Government, the
    jurisdiction, powers and authority to entertain appeals against the order made
    by the Adjudicating Authority under Part III of the Insolvency and Bankruptcy
    Code, 2016.”.
    6. After section 19, the following section shall be inserted, namely:—
    “19A. The application made to Tribunal for exercising the powers of the
    Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 shall be
    dealt with in the manner as provided under that Code.”.
    7. In section 20, in sub-section (4) , after the word, brackets and figure “sub-section (1) “,
    the words, brackets and figures “or under sub-section (1) of section 181 of the Insolvency
    and Bankruptcy Code, 2016” shall be inserted.


    THE SIXTH SCHEDULE
    (See section 250 )
    AMENDMENT TO THE FINANCE ACT, 1994
    (32 OF 1994)
    In section 88, for the words and figures “and the Securitisation and Reconstruction of
    Financial Assets and the Enforcement of Security Interest Act, 2002 (54 of 2002)”, the words
    and figures “the Securitisation and Reconstruction of Financial Assets and the Enforcement
    of Security Interest Act, 2002 and the Insolvency and Bankruptcy Code, 2016” shall be
    substituted.
    THE SEVENTH SCHEDULE
    (See section 251)
    AMENDMENT TO THE SECURITISATION AND RECONSTRUCTION OF FINANCIAL ASSETS AND
    ENFORCEMENT OF SECURITY INTEREST ACT, 2002
    (54 OF 2002)
    In section 13, in sub-section (9), for the words “In the case of”, the words and figures
    “Subject to the provisions of the Insolvency and Bankruptcy Code, 2016, in the case of”
    shall be substituted.
    THE EIGHTH SCHEDULE
    (See section 252)
    AMENDMENT TO THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) REPEAL ACT, 2003
    (1 OF 2004)
    In section 4, for sub-clause (b), the following sub-clause shall be substituted,
    namely—
    ” (b) On such date as may be notified by the Central Government in this behalf, any
    appeal preferred to the Appellate Authority or any reference made or inquiry pending to or
    before the Board or any proceeding of whatever nature pending before the Appellate
    Authority or the Board under the Sick Industrial Companies (Special Provisions) Act,1985
    (1 of 1986) shall stand abated:
    Provided that a company in respect of which such appeal or reference or inquiry
    stands abated under this clause may make reference to the National Company Law Tribunal
    under the Insolvency and Bankruptcy Code, 2016 within one hundred and eighty days from the commencement of the Insolvency and Bankruptcy Code, 2016 in accordance with the
    provisions of the Insolvency and Bankruptcy Code, 2016:
    Provided further that no fees shall be payable for making such reference under
    Insolvency and Bankruptcy Code, 2016 by a company whose appeal or reference or inquiry
    stands abated under this clause.”.
    THE NINTH SCHEDULE
    (See section 253)
    AMENDMENT TO THE PAYMENT AND SETTLEMENT SYSTEMS ACT, 2007
    (51 OF 2007)
    1. In section 23, in sub-sections (4), (5) and (6), after the words and figures “the
    Banking Regulation Act, 1949 (10 of 1949)” “the Companies Act, 2013 (18 of 2013)”, the
    words and figures “or the Insolvency and Bankruptcy Code, 2016” shall be inserted.
    2. In section 23A, in sub-section (3), after the words and figures “the Companies Act,
    2013”, the words and figures “or the Insolvency and Bankruptcy Code, 2016” shall be
    inserted.
    THE TENTH SCHEDULE
    (See section 254)
    AMENDMENT TO THE LIMITED LIABILITY PARTNERSHIP ACT, 2008
    (6 OF 2009)
    In section 64, Clause (c) shall be omitted.
    THE ELEVENTH SCHEDULE
    (See section 255)
    AMENDMENTS TO THE COMPANIES ACT, 2013
    (18 OF 2013)
    1. In section 2,—
    (a) for clause (23), the following clause shall be substituted, namely:—
    “(23) “Company Liquidator” means a person appointed by the Tribunal
    as the Company Liquidator in accordance with the provisions of section 275 for
    the winding up of a company under this Act;”;
    (b) after clause (94) , the following clause shall be inserted, namely:—
    “(94A) “winding up” means winding up under this Act or liquidation
    under the Insolvency and Bankruptcy Code, 2016, as applicable.”.
    2. In section 8, in sub-section (9), for the words “the Rehabilitation and Insolvency
    Fund formed under section 269”, the words “Insolvency and Bankruptcy Fund formed under
    section 224 of the Insolvency and Bankruptcy Code, 2016″ shall be substituted.
    3. In section 66, in sub-section (8), for the words, brackets and figures ” is unable,
    within the meaning of sub-section (2) of section 271, to pay the amount of his debt or claim,”,
    the words and figures “commits a default, within the meaning of section 6 of the Insolvency
    and Bankruptcy Code, 2016, in respect of the amount of his debt or claim,” shall be substituted.
    4. In sections 77, in sub-section (3), after the words “the liquidator”, the words and
    figures “appointed under this Act or the Insolvency and Bankruptcy Code, 2016, as the case
    may be,” shall be inserted

    1. In section 117 in sub-section (3), in clause (f), for the word and figures “section 304”,
      the words and figures “section 59 of the Insolvency and Bankruptcy Code, 2016” shall be
      substituted.
    2. In section 224, in sub-section (2), after the words “wound up under this Act”, the
      words and figures “or under the Insolvency and Bankruptcy Code, 2016” shall be inserted.
      6A. In section 230,—
      (a) in sub-section (1), after the word “liquidator”, the words “appointed under
      this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may be,”
      shall be inserted;
      (b) in sub-section (6), after the word “on the liquidator”, the words “appointed
      under this Act or under the Insolvency and Bankruptcy Code, 2016, as the case may
      be,” shall be inserted;
    3. In section 249, in sub-section (1), for clause (e), the following clause shall be
      substituted, namely:—
      ” (e) is being wound up under Chapter XX of this Act or under the Insolvency
      and Bankruptcy Code, 2016.”.
    4. Sections 253 to 269 shall be omitted.
    5. For section 270, the following section shall be substituted, namely:—
      “270. The provisions of Part I shall apply to the winding up of a company by the
      Tribunal under this Act.”.
    6. For section 271, the following section shall be substituted, namely:—
      “271. A company may, on a petition under section 272, be wound up by the
      Tribunal,—
      (a) if the company has, by special resolution, resolved that the company
      be wound up by the Tribunal;
      (b) if the company has acted against the interests of the sovereignty and
      integrity of India, the security of the State, friendly relations with foreign States,
      public order, decency or morality;
      (c) if on an application made by the Registrar or any other person authorised
      by the Central Government by notification under this Act, the Tribunal is of the
      opinion that the affairs of the company have been conducted in a fraudulent
      manner or the company was formed for fraudulent and unlawful purpose or the
      persons concerned in the formation or management of its affairs have been
      guilty of fraud, misfeasance or misconduct in connection therewith and that it is
      proper that the company be wound up;
      (d) if the company has made a default in filing with the Registrar its financial
      statements or annual returns for immediately preceding five consecutive financial
      years; or
      (e) if the Tribunal is of the opinion that it is just and equitable that the company
      should be wound up.”.
    7. For section 272, the following section shall be substituted, namely:—
      “272. (1) Subject to the provisions of this section, a petition to the Tribunal for
      the winding up of a company shall be presented by—

    (a) the company;
    (b) any contributory or contributories;
    (c) all or any of the persons specified in clauses (a) and (b);
    (d) the Registrar;
    (e) any person authorised by the Central Government in that behalf; or
    (f) in a case falling under clause (b) of section 271, by the Central Government or
    a State Government.
    (2) A contributory shall be entitled to present a petition for the winding up of a company,
    notwithstanding that he may be the holder of fully paid-up shares, or that the company may
    have no assets at all or may have no surplus assets left for distribution among the shareholders
    after the satisfaction of its liabilities, and shares in respect of which he is a contributory or
    some of them were either originally allotted to him or have been held by him, and registered
    in his name, for at least six months during the eighteen months immediately before the
    commencement of the winding up or have devolved on him through the death of a former
    holder.
    (3) The Registrar shall be entitled to present a petition for winding up under section 271,
    except on the grounds specified in clause (a) or clause (e) of that sub-section:
    Provided that the Registrar shall obtain the previous sanction of the Central Government
    to the presentation of a petition:
    Provided further that the Central Government shall not accord its sanction unless the
    company has been given a reasonable opportunity of making representations.
    (4) A petition presented by the company for winding up before the Tribunal shall be
    admitted only if accompanied by a statement of affairs in such form and in such manner as
    may be prescribed.
    (5) A copy of the petition made under this section shall also be filed with the Registrar
    and the Registrar shall, without prejudice to any other provisions, submit his views to the
    Tribunal within sixty days of receipt of such petition.”.
    13. In section 275,—
    (a) for sub-section (2), the following sub-section shall be substituted, namely:—
    “(2) The provisional liquidator or the Company Liquidator, as the case
    may, shall be appointed by the Tribunal from amongst the insolvency
    professionals registered under the Insolvency and Bankruptcy Code, 2016;”;
    (b) sub-section (4) shall be omitted.
    14. For section 280, the following section shall be substituted, namely:—
    “280. The Tribunal shall, notwithstanding anything contained in any other law
    for the time being in force, have jurisdiction to entertain, or dispose of,—
    (a) any suit or proceeding by or against the company;
    (b) any claim made by or against the company, including claims by or
    against any of its branches in India;
    (c) any application made under section 233;
    (d) any question of priorities or any other question whatsoever, whether
    of law or facts, including those relating to assets, business, actions, rights,
    entitlements, privileges, benefits, duties, responsibilities, obligations or in any
    matter arising out of, or in relation to winding up of the company,

    whether such suit or proceeding has been instituted, or is instituted, or such claim or question
    has arisen or arises or such application has been made or is made or such scheme has been
    submitted, or is submitted, before or after the order for the winding up of the company is
    made.”.
    15. Section 289 shall be omitted.
    15A. The heading “Part II.—Voluntary winding up” shall be omitted.
    16. Sections 304 to 323 shall be omitted.
    17. Section 325 shall be omitted.
    18. For section 326, the following section shall be substituted, namely:—
    “326. (1) In the winding up of a company under this Act, the following debts
    shall be paid in priority to all other debts:—
    (a) workmen’s dues; and
    (b) where a secured creditor has realised a secured asset, so much of the
    debts due to such secured creditor as could not be realised by him or the amount
    of the workmen’s portion in his security (if payable under the law), whichever is
    less, pari passu with the workmen’s dues:
    Provided that in case of the winding up of a company, the sums referred to in
    sub-clauses (i) and (ii) of clause (b) of the Explanation, which are payable for a period
    of two years preceding the winding up order or such other period as may be prescribed,
    shall be paid in priority to all other debts (including debts due to secured creditors),
    within a period of thirty days of sale of assets and shall be subject to such charge over
    the security of secured creditors as may be prescribed.
    (2) The debts payable under the proviso to sub-section (1) shall be paid in full before
    any payment is made to secured creditors and thereafter debts payable under that subsection
    shall be paid in full, unless the assets are insufficient to meet them, in which case
    they shall abate in equal proportions.
    Explanation.—For the purposes of this section, and section 327—
    (a) “workmen”, in relation to a company, means the employees of the company,
    being workmen within the meaning of clause (s) of section 2 of the Industrial Disputes
    Act, 1947 (14 of 1947);
    (b) “workmen’s dues”, in relation to a company, means the aggregate of the
    following sums due from the company to its workmen, namely:—
    (i) all wages or salary including wages payable for time or piece work and
    salary earned wholly or in part by way of commission of any workman in respect
    of services rendered to the company and any compensation payable to any
    workman under any of the provisions of the Industrial Disputes Act, 1947
    (14 of 1947);
    (ii) all accrued holiday remuneration becoming payable to any workman
    or, in the case of his death, to any other person in his right on the termination of
    his employment before or by the effect of the winding up order or resolution;
    (iii) unless the company is being wound up voluntarily merely for the
    purposes of reconstruction or amalgamation with another company or unless
    the company has, at the commencement of the winding up, under such a contract
    with insurers as is mentioned in section 14 of the Workmen’s Compensation
    Act, 1923 (19 of 1923), rights capable of being transferred to and vested in the
    workmen, all amount due in respect of any compensation or liability for
    compensation under the said Act in respect of the death or disablement of any
    workman of the company;

    (iv) all sums due to any workman from the provident fund, the pension
    fund, the gratuity fund or any other fund for the welfare of the workmen,
    maintained by the company;
    (c) “workmen’s portion”, in relation to the security of any secured creditor of a
    company, means the amount which bears to the value of the security the same proportion
    as the amount of the workmen’s dues bears to the aggregate of the amount of workmen’s
    dues and the amount of the debts due to the secured creditors.
    Illustration
    The value of the security of a secured creditor of a company is Rs. 1,00,000. The total
    amount of the workmen’s dues is Rs. 1,00,000. The amount of the debts due from the company
    to its secured creditors is Rs.3,00,000. The aggregate of the amount of workmen’s dues and
    the amount of debts due to secured creditors is Rs. 4,00,000. The workmen’s portion of the
    security is, therefore, one-fourth of the value of the security, that is Rs. 25,000.”.
    19. In section 327,—
    (a) after sub-section (6), the following sub-section shall be inserted, namely:—
    ” (7) Sections 326 and 327 shall not be applicable in the event of
    liquidation under the Insolvency and Bankruptcy Code, 2016.”;
    (b) in the Explanation, for clause (c), the following clause shall be substituted,
    namely:—
    “(c) the expression “relevant date” means in the case of a company being
    wound up by the Tribunal, the date of appointment or first appointment of a
    provisional liquidator, or if no such appointment was made, the date of the
    winding up order, unless, in either case, the company had commenced to be
    wound up voluntarily before that date under the Insolvency and Bankruptcy
    Code, 2016;”.
    20. For section 329, the following section shall be substituted, namely:—
    “329. Any transfer of property, movable or immovable, or any delivery of goods,
    made by a company, not being a transfer or delivery made in the ordinary course of its
    business or in favour of a purchaser or encumbrancer in good faith and for valuable
    consideration, if made within a period of one year before the presentation of a petition
    for winding up by the Tribunal under this Act shall be void against the Company
    Liquidator.”.
    21. For section 334, the following section shall be substituted, namely:—
    “334. In the case of a winding up by the Tribunal, any disposition of the property
    including actionable claims, of the company and any transfer of shares in the company
    or alteration in the status of its members, made after the commencement of the winding
    up shall, unless the Tribunal otherwise orders, be void.”.
    22. In section 336, in sub-section (1) , in the opening paragraph, for the words “whether
    by the Tribunal or voluntarily, or which is subsequently ordered to be wound up by the
    Tribunal or which subsequently passes a resolution for voluntary winding up”, the words
    “by the Tribunal under this Act or which is subsequently ordered to be wound up by the
    Tribunal under this Act” shall be substituted.
    23. In section 337, for the words “or which subsequently passes a resolution for
    voluntary winding up,”, the words “under this Act”, shall be substituted.
    24. In section 342, sub-sections (2), (3) and (4) shall be omitted.

    1. In section 343, for sub-section (1) , the following sub-section shall be substituted,
      namely—

    “(1) The Company Liquidator may, with the sanction of the Tribunal, when the
    company is being wound up by the Tribunal,—
    (i) pay any class of creditors in full;
    (ii) make any compromise or arrangement with creditors or persons claiming
    to be creditors, or having or alleging themselves to have any claim, present or
    future, certain or contingent, against the company, or whereby the company
    may be rendered liable; or
    (iii) compromise any call or liability to call, debt, and liability capable of
    resulting in a debt, and any claim, present or future, certain or contingent,
    ascertained or sounding only in damages, subsisting or alleged to subsist between
    the company and a contributory or alleged contributory or other debtor or person
    apprehending liability to the company, and all questions in any way relating to
    or affecting the assets or liabilities or the winding up of the company, on such
    terms as may be agreed, and take any security for the discharge of any such call,
    debt, liability or claim, and give a complete discharge in respect thereof.”.
    26.In section 347, for sub-section (1), the following sub-section shall be substituted,
    namely—
    “(1) When the affairs of a company have been completely wound up and it is
    about to be dissolved, the books and papers of such company and those of the Company
    Liquidator may be disposed of in such manner as the Tribunal directs.”.
    27. In section 348, for sub-section (1), the following sub-section shall be substituted,
    namely—
    “(1) If the winding up of a company is not concluded within one year after its
    commencement, the Company Liquidator shall, unless he is exempted from so doing,
    either wholly or in part by the Central Government, within two months of the expiry of
    such year and thereafter until the winding up is concluded, at intervals of not more
    than one year or at such shorter intervals, if any, as may be prescribed, file a statement
    in such form containing such particulars as may be prescribed, duly audited, by a
    person qualified to act as auditor of the company, with respect to the proceedings in,
    and position of, the liquidation, with the Tribunal:
    Provided that no such audit as is referred to in this sub-section shall be necessary
    where the provisions of section 294 apply;”.
    28. For section 357, the following section shall be substituted, namely:—
    “357. The winding up of a company by the Tribunal under this Act shall be
    deemed to commence at the time of the presentation of the petition for the winding
    up.”.
    29. In section 370, in the proviso, after the words “obtained for the winding up the
    company”, the words “in accordance with the provisions of this Act or of the Insolvency and
    Bankruptcy Code, 2016” shall be inserted.
    30. In section 372, after the words “The provisions of this Act”, the words “or of the
    Insolvency and Bankruptcy Code, 2016, as the case may be,” shall be inserted.
    31. In section 419, for sub-section (4), the following sub-section shall be substituted,
    namely:—
    “(4) The Central Government shall, by notification, establish such number of
    benches of the Tribunal, as it may consider necessary, to exercise the jurisdiction,
    powers and authority of the Adjudicating Authority conferred on such Tribunal by or
    under Part II of the Insolvency and Bankruptcy Code, 2016.”.
    32. In section 424,—

    (i) in sub-section (1), after the words, “other provisions of this Act”, the words
    “or of the Insolvency and Bankruptcy Code, 2016” shall be inserted;
    (ii) in sub-section (2), after the words, “under this Act”, the words “or under the
    Insolvency and Bankruptcy Code, 2016” shall be inserted.
    33. In section 429, for sub-section (1), the following sub-section shall be substituted,
    namely:—
    “(1) The Tribunal may, in any proceedings for winding up of a company under
    this Act or in any proceedings under the Insolvency and Bankruptcy Code, 2016, in
    order to take into custody or under its control all property, books of account or other
    documents, request, in writing, the Chief Metropolitan Magistrate, Chief Judicial
    Magistrate or the District Collector within whose jurisdiction any such property, books
    of account or other documents of such company under this Act or of corporate persons
    under the said Code, are situated or found, to take possession thereof, and the Chief
    Metropolitan Magistrate, Chief Judicial Magistrate or the District Collector, as the
    case may be, shall, on such request being made to him,—
    (a) take possession of such property, books of account or other documents; and
    (b) cause the same to be entrusted to the Tribunal or other persons authorised
    by it.”.
    34. For section 434, the following section shall be substituted, namely:—
    “434. (1) On such date as may be notified by the Central Government in this
    behalf,—
    (a) all matters, proceedings or cases pending before the Board of Company
    Law Administration (herein in this section referred to as the Company Law
    Board) constituted under sub-section (1) of section 10E of the Companies
    Act, 1956 (1 of 1956), immediately before such date shall stand transferred to the
    Tribunal and the Tribunal shall dispose of such matters, proceedings or cases in
    accordance with the provisions of this Act;
    (b) any person aggrieved by any decision or order of the Company Law
    Board made before such date may file an appeal to the High Court within sixty
    days from the date of communication of the decision or order of the Company
    Law Board to him on any question of law arising out of such order:
    Provided that the High Court may if it is satisfied that the appellant was prevented
    by sufficient cause from filing an appeal within the said period, allow it to be filed
    within a further period not exceeding sixty days; and
    (c) all proceedings under the Companies Act, 1956 (1 of 1956), including
    proceedings relating to arbitration, compromise, arrangements and reconstruction
    and winding up of companies, pending immediately before such date before any
    District Court or High Court, shall stand transferred to the Tribunal and the
    Tribunal may proceed to deal with such proceedings from the stage before their
    transfer:
    Provided that only such proceedings relating to the winding up of companies
    shall be transferred to the Tribunal that are at a stage as may be prescribed by the
    Central Government.
    (2) The Central Government may make rules consistent with the provisions of
    this Act to ensure timely transfer of all matters, proceedings or cases pending before
    the Company Law Board or the courts, to the Tribunal under this section.

    35.In section 468, for sub-section (2), the following sub-section shall be substituted,
    namely:—
    ” (2) In particular, and without prejudice to the generality of the foregoing power,
    such rules may provide for all or any of the following matters, namely:—
    (i) as to the mode of proceedings to be held for winding up of a company
    by the Tribunal under this Act;
    (ii) for the holding of meetings of creditors and members in connection
    with proceedings under section 230;
    (iii) for giving effect to the provisions of this Act as to the reduction of the
    capital;
    (iv) generally for all applications to be made to the Tribunal under the
    provisions of this Act;
    (v) the holding and conducting of meetings to ascertain the wishes of
    creditors and contributories;
    (vi) the settling of lists of contributories and the rectifying of the register
    of members where required, and collecting and applying the assets;
    (vii) the payment, delivery, conveyance, surrender or transfer of money,
    property, books or papers to the liquidator;
    (viii) the making of calls; and
    (ix) the fixing of a time within which debts and claims shall be proved.”.
    36. In Schedule V, in Part II, in section III, for clause (b), the following clause shall be
    substituted, namely:—
    “(b) where the company—
    (i) is a newly incorporated company, for a period of seven years from the
    date of its incorporation, or
    (ii) is a sick company, for whom a scheme of revival or rehabilitation has
    been ordered by the Board for Industrial and Financial Reconstruction for a
    period of five years from the date of sanction of scheme of revival, or
    (iii) is a company in relation to which a resolution plan has been approved
    by the National Company Law Tribunal under the Insolvency and Bankruptcy
    Code, 2016 for a period of five years from the date of such approval,
    it may pay remuneration up to two times the amount permissible under section II.”.
    ————
    DR. G. NARAYANA RAJU,
    Secretary to the Govt. of India


     

    Categories: CIVIL