(1) A corporate person who intends to liquidate itself voluntarily and has not committed any default may initiate voluntary liquidation proceedings under the provisions of this Chapter.
(2) The voluntary liquidation of a corporate person under sub-section (1) shall meet such conditions and procedural requirements
(3) Without prejudice to sub-section (2), voluntary liquidation proceedings of a corporate person registered as a company shall meet the following conditions, namely:—
(a) a declaration from majority of the directors of the company verified by an affidavit stating that—
(i) they have made a full inquiry into the affairs of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and
(ii) the company is not being liquidated to defraud any person;
(b) the declaration under sub-clause (a) shall be accompanied with the following documents, namely:—
(i) audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later;
(ii) a report of the valuation of the assets of the company, if any prepared by a ;
(c) within four weeks of a declaration under sub-clause (a), there shall be—
(i) a of the members of the company in a general meeting requiring the company to be liquidated voluntarily and appointing an insolvency professional to act as the liquidator; or
(ii) a of the members of the company in a general meeting requiring the company to be liquidated voluntarily as a result of expiry of the period of its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, as the case may be and appointing an insolvency professional to act as the liquidator:
Provided that the company owes any debt to any person, creditors representing two thirds in value of the debt of the company shall approve the resolution passed under sub-clause (c) within seven days of such resolution.
(4) The company shall notify the Registrar of Companies and the Board about the resolution under sub-section (3) to liquidate the company within seven days of such resolution or the subsequent approval by the creditors, as the case may be.
(5) Subject to approval of the creditors under sub-section (3), the voluntary liquidation proceedings in respect of a company shall be deemed to have commenced from the date of passing of the resolution under sub-clause (c) of sub-section (3).
(6) The provisions of sections 35 to 53 of Chapter III and Chapter VII shall apply to voluntary liquidation proceedings for corporate persons with such modifications as may be necessary.
(7) Where the affairs of the corporate person have been completely wound up, and its assets completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate person.
(8) The Adjudicating Authority shall on an application filed by the liquidator under sub-section (7), pass an order that the corporate debtor shall be dissolved from the date of that order and the
(9) A copy of an order under sub-section (8) shall within fourteen days from the date of such order, be forwarded to the authority with which the corporate person is registered.
2.9.10:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
10. Registers and books of account.
(1) Where the books of account of the corporate person are incomplete on the liquidation commencement date, the liquidator shall have them completed and brought up-to-date, with all convenient speed.
(2) The liquidator shall maintain the following registers and books, as may be applicable, in relation to the liquidation of the corporate person:-
(a) Cash Book;
(b) Ledger;
(c) Bank Ledger;
(d) Register of Fixed Assets and Inventories;
(e) Securities and Investment Register;
(f) Register of Book Debts and Outstanding Debts;
(g) Tenants Ledger;
(h) Suits Register;
(i) Decree Register;
(j) Register of Claims and Dividends;
(k) Contributories Ledger;
(l) Distributions Register;
(m) Fee Register;
(n) Suspense Register;
(o) Documents Register;
(p) Books Register;
(q) Register of unclaimed dividends and undistributed properties deposited in accordance with Regulation 39; and
(r) such other books or registers as may be necessary to account for transactions entered into by him in relation to the corporate debtor.
(3) The registers and books under sub-regulation (2) may be maintained in the forms indicated in , with such modifications as the liquidator may deem fit in the facts and circumstances of the liquidation.
(4) The liquidator shall keep receipts for all payments made or expenses incurred by him.
2.9.11:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
11. Engagement of professionals.
(1) A liquidator may engage professionals to assist him in the discharge of his duties, obligations and functions for a reasonable remuneration and such remuneration shall form part of the liquidation cost.
(2) The liquidator shall not engage a professional under sub-regulation (1) who is his relative, is a related party of the corporate person or has served as an auditor to the corporate person at any time during the five years preceding the liquidation commencement date.
(3) A professional engaged or proposed to be engaged under sub-regulation (1) shall disclose the existence of any pecuniary or personal relationship with any of the stakeholders, or the corporate person as soon as he becomes aware of it, to the liquidator.
2.9.12:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
12. Consultation with stakeholders.
(1) The stakeholders consulted under section 35(2) shall extend all assistance and cooperation to the liquidator to complete the liquidation of the corporate person.
(2) The liquidator shall maintain the particulars of any consultation with the stakeholders made under this Regulation.
2.9.13:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
13. Extortionate credit transactions.
A transaction shall be considered an extortionate credit transaction under section 50(2) where the terms-
(a) require the corporate person to make exorbitant payments in respect of the credit provided; or
(b) are unconscionable under the principles of law relating to contracts.
2.9.14:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
14. Public announcement by the liquidator.
(1) The liquidator shall make a public announcement in within five days from his appointment.
(2) The public announcement shall-
(a) call upon stakeholders to submit their claims as on the liquidation commencement date; and
(b) provide the last date for submission of claim, which shall be thirty days from the liquidation commencement date.
(3) The announcement shall be published-
(a) in one English and one regional language newspaper with wide circulation at the location of the registered office and principal office, if any, of the corporate person and any other location where in the opinion of the liquidator, the corporate person conducts material business operations;
(b) on the website, if any, of the corporate person; and
(c) on the , if any, designated by the Board for this purpose.
2.9.15:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
15. Proof of claim.
A person, who claims to be a stakeholder, shall prove his claim for debt or dues to him, including interest, if any, as on the liquidation commencement date.
2.9.16:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
16. Claims by operational creditors.
(1) A person claiming to be an operational creditor of the corporate person, other than a workman or employee, shall submit proof of claim to the liquidator in person, by post or by electronic means in
(2) The existence of debt due to an operational creditor under this Regulation may be proved on the basis of-
(a) the records available with an information utility; or
(b) other relevant documents which adequately establish the debt, including any of the following –
(i) a contract for the supply of goods or services with corporate person, supported by an invoice demanding payment for the goods and services supplied to the corporate person;
(ii) an order of a court or tribunal that has adjudicated upon the non-payment of a debt, if any; and
(iii) financial accounts of the corporate person.
2.9.17:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
17. Claims by financial creditors.
(1) A person claiming to be a financial creditor of the corporate person shall submit proof of claim to the liquidator in electronic means in
(2) The existence of debt due to the financial creditor may be proved on the basis of-
(a) the records available in an information utility; or
(b) other relevant documents which adequately establish the debt, including any or all of the following –
(i) a financial contract supported by financial statements as evidence of the debt;
(ii) a record evidencing that the amounts committed by the financial creditor to the corporate person under a facility has been drawn by the corporate person;
(iii) financial statements showing that the debt has not been repaid; and
(iv) an order of a court or tribunal that has adjudicated upon the non-payment of a debt, if any.
2.9.18:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
18. Claims by workmen and employees.
(1) A person claiming to be a workman or an employee of the corporate person shall submit proof of claim to the liquidator in person, by post or by electronic means in
(2) Where there are dues to numerous workmen or employees of the corporate person, an authorized representative may submit one proof of claim for all such dues on their behalf in
(3) The existence of dues to workmen or employees may be proved by them, individually or collectively, on the basis of-
(a) records available in an information utility; or
(b) other relevant documents which adequately establish the dues, including any or all of the following –
(i) a proof of employment such as contract of employment for the period for which such workman or employee is claiming dues;
(ii) evidence of notice demanding payment of unpaid amount and any documentary or other proof that payment has not been made; and
(iii) an order of a court or tribunal that has adjudicated upon the non-payment of dues, if any.
(4) The liquidator shall admit the claims of a workman or an employee on the basis of the books of account of the corporate person if such workman or employee has not made a claim.
2.9.19:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
19. Claims by other stakeholders.
(1) A person, claiming to be a stakeholder other than those under Regulations 16, 17 or 18 shall submit proof of claim to the liquidator in person, by post or by electronic means in
(2) The existence of the claim of the stakeholder may be proved on the basis of –
(a) the records available in an information utility; or
(b) other relevant documents which adequately establish the claim, including any or all of the following-
(i) documentary evidence of notice demanding payment of unpaid amount or bank statements of the claimant showing that the claim has not been paid and an affidavit that the documentary evidence and bank statements are true, valid and genuine;
(ii) documentary or electronic evidence of his shareholding; and
(iii) an order of a court, tribunal or other authority that has adjudicated upon the non-payment of a claim, if any.
2.9.20:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
20. Proving security interest.
The existence of a security interest may be proved by a secured creditor on the basis of-
(a) the records available in an information utility;
(b) certificate of registration of charge issued by the Registrar of Companies;
(c) proof of registration of charge with the Central Registry of Securitisation Asset Reconstruction and Security Interest of India; or
(d) other relevant documentswhich adequately establish the security interest.
2.9.21:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
21. Production of bills of exchange and promissory notes.
Where a person seeks to prove a debt in respect of a bill of exchange, promissory note or other negotiable instrument or security of a like nature for which the corporate person is liable, such bill of exchange, note, instrument or security, as the case may be, shall be produced before the liquidator before the claim is admitted.
2.9.22:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
22. Substantiation of claims.
The liquidator may call for such other evidence or clarification as he deems fit from a claimant for substantiating the whole or part of its claim.
2.9.23:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
23. Cost of proof.
(1) A claimant shall bear the cost of proving its claim.
(2) Costs incurred by the liquidator for verification and determination of a claim shall form part of liquidation cost:
Provided that if a claim or part of the claim is found to be false, the liquidator shall endeavor to recover the costs incurred for verification and determination of claim from such claimant, and shall provide the details of the claimant to the Board.
2.9.24:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
24. Determination of quantum of claim.
Where the amount claimed by a claimant is not precise due to any contingency or any other reason, the liquidator shall make the best estimate of the amount of the claim, based on consultation with the claimant and the corporate person and the information available with him.
2.9.25:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
25. Debt in foreign currency.
The claims denominated in foreign currency shall be valued in Indian currency at the official exchange rate as on the liquidation commencement date.
Explanation- “The official exchange rate” is the reference rate published by the Reserve Bank of India or derived from such reference rates.
2.9.26:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
26. Periodical payments.
In the case of rent, interest and such other payments of a periodical nature, a person may claim only for any amounts due and unpaid up to the liquidation commencement date.
2.9.27:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
27. Debt payable at future time.
(1) A person may prove for a claim whose payment was not yet due on the liquidation commencement date and is entitled to distribution in the same manner as any other stakeholder.
(2) Subject to any contract to the contrary, where a stakeholder has proved for a claim under sub-regulation (1), and the debt has not fallen due before distribution, he is entitled to distribution of the admitted claim reduced as follows
X/ (1+r)n
where–
(a) “X” is the value of the admitted claim;
(b) “r” is the closing yield rate (%) of government securities of the maturity of “n” on the date of distribution as published by the Reserve Bank of India; and
(c) “n” is the period beginning with the date of distribution and ending with the date on which the payment of the debt would otherwise be due, expressed in years and months in a decimalized form.
2.9.28:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
28. Mutual credits and set-off.
Where there are mutual dealings between the corporate person and another party, the sums due from one party shall be set off against the sums due from the other to arrive at the net amount payable to the corporate person or to the other party.
Illustration: X owes Rs.100 to the corporate person. The corporate person owes Rs.70 to X. After set off, Rs.30 is payable by X to the corporate person.
2.9.29:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
29. Verification of claims
(1) The liquidator shall verify the claims submitted within thirty days from the last date for receipt of claims and may either admit or reject the claim, in whole or in part, as the case may be, as per section 40 of the Code.
(2) A creditor may appeal to the Adjudicating Authority against the decision of the liquidator as per section 42 of the Code.
2.9.3:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
3. Initiation of Liquidation
(1) Without prejudice to section 59(2), liquidation proceedings of a corporate person shall meet the following conditions, namely: —
(a) a declaration from majority of
(i) the designated partners, if a corporate person is a limited liability partnership,
(ii) individuals constituting the governing body in case of other corporate persons,
as the case may be, verified by an affidavit stating that-
(i) they have made a full inquiry into the affairs of the corporate person and they have formed an opinion that either the corporate person has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the liquidation;
(ii) the corporate person is not being liquidated to defraud any person;
the corporate person has made sufficient provision to meet the obligations arising on account of pending matters mentioned in sub-clause (iii) of clause (b).
(b) the declaration under sub-clause (a) shall be accompanied with the following documents, namely: —
(i) audited financial statements and record of business operations of the corporate person for the previous two years or for the period since its incorporation, whichever is later;
(ii) a report of the valuation of the assets of the corporate person, if any prepared by a registered valuer;
disclosure about pending proceedings or assessments before statutory authorities, and pending litigations, in respect of the corporate person
(c) within four weeks of a declaration under sub-clause (a), there shall be-
(i) a resolution passed by a special majority of the partners or contributories, as the case may be, of the corporate person requiring the corporate person to be liquidated and appointing an insolvency professional to act as the liquidator; or
(ii) a resolution of the partners or contributories, as the case may be, requiring the corporate person to be liquidated as a result of expiry of the period of its duration, if any, fixed by its constitutional documents or on the occurrence of any event in respect of which the constitutional documents provide that the corporate person shall be dissolved, as the case may be, and appointing an insolvency professional to act as the liquidator:
Provided that the corporate person owes any debt to any person, creditors representing two-thirds in value of the debt of the corporate person shall approve the resolution passed under sub-clause (c) within seven days of such resolution.
(2) The corporate person shall notify the Registrar and the Board about the resolution under sub-regulation (1) to liquidate the corporate person within seven days of such resolution or the subsequent approval by the creditors, as the case may be.
(3) Subject to approval of the creditors under sub-regulation (1), the liquidation proceedings in respect of a corporate person shall be deemed to have commenced from the date of passing of the resolution under sub-clause (c) of subregulation (1):
Explanation: For the purposes of sub-regulations (1) to (3), corporate person means a corporate person other than a company.
(4) The declaration under sub-regulation (1)(a) or under section 59(3)(a) shall list each debt of the corporate person as on that date and state that the corporate person will be able to pay all its debts in full from the proceeds of assets to be sold in the liquidation .
The declaration under sub-regulation (1)(a) or under section 59(3)(a) shall provide that the corporate person has made provision for preservation of its records after its dissolution.
2.9.30:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
30. List of stakeholders.
(1) The liquidator shall prepare a list of stakeholders on the basis of proofs of claims submitted and accepted under these Regulations, with-
(a) the amounts of claim admitted, if applicable,
(b) the extent to which the debts or dues are secured or unsecured, if applicable,
(c) the details of the stakeholders, and
(d) the proofs admitted or rejected in part, and the proofs wholly rejected.
(2) The liquidator shall prepare the list of stakeholders within forty-five days from the last date for receipt of claims.
where no claims from creditors has been received till the last date for receipt of claims, the liquidator shall prepare the list of stakeholders within fifteen days from the last date for receipt of claims.
(3) The list of stakeholders, as modified from time to time, shall be-
(a) available for inspection by the persons who submitted proofs of claim;
(b) available for inspection by members, partners, directors and guarantors of the corporate person;
(c) displayed on the website, if any, of the corporate person;
(d) displayed on the website, if any, designated by the Board for this purpose.
2.9.31:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
31. Manner of sale.
The liquidator may value and sell the assets of the corporate person in the manner and mode approved by the corporate person in compliance with provisions, if any, in the applicable statute.
Explanation: “assets” include an asset, all assets, a set of assets or parcel of assets, as the case may be, in relation to sale of assets.
2.9.32:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
32. Recovery of monies due.
The liquidator shall endeavor to recover and realize all assets of and dues to the corporate person in a time-bound manner for maximization of value for the stakeholders.
2.9.33:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
33. Liquidator to realize uncalled capital or unpaid capital contribution.
(1) The liquidator shall realize any amount due from any contributory to the corporate person.
(2) Notwithstanding any charge or encumbrance on the uncalled capital of the corporate person, the liquidator shall be entitled to call and realize the uncalled capital of the corporate person and to collect the arrears if any due on calls made prior to the liquidation commencement date, by providing a notice to the contributory to make the payments within fifteen days from the receipt of the notice, but shall hold all moneys so realized subject to the rights, if any, of the holder of any such charge or encumbrance.
(3) No distribution shall be made to a contributory, unless he makes his contribution to the uncalled or unpaid capital as required in the constitutional documents of the corporate person.
2.9.34:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
34. All money to be paid in to bank account.
(1) The liquidator shall open a bank account in the name of the corporate person followed by the words ‘in voluntary liquidation’, in a scheduled bank, for the receipt of all moneys due to the corporate person.
(2) The liquidator shall pay to the credit of the bank account opened under sub-regulation (1) all moneys, including cheques and demand drafts received by him as the liquidator of the corporate person, and the realizations of each day shall be deposited into the bank account without any deduction not later than the next working day.
(3) The money in the credit of the bank account shall not be used except in accordance with section 53(1).
(4) All payments out of the account by the liquidator above five thousand rupees shall be made by cheques drawn or online banking transactions against the bank account.
2.9.35:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
35. Distribution.
(1) The liquidator shall distribute the proceeds from realization within six months from the receipt of the amount to the stakeholders.
(2) The liquidation costs shall be deducted before such distribution is made.
(3) The liquidator may, with the approval of the corporate person, distribute amongst the stakeholders, an asset that cannot be readily or advantageously sold due to its peculiar nature or other special circumstances.
2.9.36:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
36. Return of money.
A stakeholder shall forthwith return any monies received by him in distribution, which he was not entitled to at the time of distribution, or subsequently became not entitled to.
2.9.37:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
37. Completion of liquidation.
The liquidator shall endeavour to complete the liquidation process of the corporate person and submit the Final Report under regulation 38 within: –
(a) two hundred and seventy days from the liquidation commencement date where the creditors have approved the resolution under clause (c) of sub-section (3) of section 59 or clause (c) of sub-regulation (1) of regulation 3, and
(b) ninety days from the liquidation commencement date in all other cases.
(1) The liquidator shall endeavor to complete the liquidation process of the corporate person within twelve months from the liquidation commencement date.
(2) In the event of the liquidation process continuing for more than twelve months, the liquidator shall-
hold a meeting of the contributories of the corporate person within fifteen days –
(i) from the end of two hundred and seventy days or ninety days, as the case may be, and
(ii) thereafter at the end of every succeeding two hundred and seventy days or ninety days, as the case may be,
as stipulated in sub-regulation (1), till submission of application for dissolution of the corporate person; and
(a) hold a meeting of the contributories of the corporate person within fifteen days from the end of the twelve months from the liquidation commencement date, and at the end every succeeding twelve months till dissolution of the corporate person; and
(b) shall present an Status Report(s) indicating progress in liquidation, including-
(i) settlement of list of stakeholders,
(ii) details of any assets that remains to be sold and realized,
(iii) distribution made to the stakeholders,
(iv) distribution of unsold assets made to the stakeholders;
(v) developments in any material litigation, by or against the corporate person;
(vi) filing of, and developments in applications for avoidance of transactions in accordance with Chapter III of Part II of the Code .
the reasons for not completing the process within stipulated time period and the additional time required for completing the process
(3) The Status Report shall enclose the audited accounts of the liquidation showing the receipts and payments pertaining to liquidation since the liquidation commencement date.
The liquidator shall file the Status Report with the Board within seven days of the meeting of contributories.
2.9.38:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
38. Final Report.
(1) On completion of the liquidation process, the liquidator shall prepare the Final Report consisting of –
(a) audited accounts of the liquidation, showing receipts and payments pertaining to liquidation since the liquidation commencement date; and
(b) a statement demonstrating that-
(i) the assets of the corporate person has been disposed of;
(ii) the debt of the corporate person has been discharged to the satisfaction of the creditors;
(iii) no litigation is pending against the corporate person or sufficient provision has been made to meet the obligations arising from any pending litigation.
(c) a sale statement in respect of all assets containing –
(i) the realized value;
(ii) cost of realization, if any;
(iii) the manner and mode of sale;
(iv) an explanation for the shortfall, if the value realized is less than the value assigned by the registered valuer in the report of the valuation of assets under section 59(3)(b)(ii) or Regulation 3(1)(b)(ii), as the case may be;
(v) the person to whom the sale is made; and
(vi) any other relevant details of the sale.
(2) The liquidator shall send the Final Report forthwith, to the Registrar and the Board.
The liquidator shall submit the Final Report and the compliance certificate in Form-H along with the application under sub-section (7) of section 59 to the Adjudicating Authority.
(3) The liquidator shall submit the Final Report to the Adjudicating Authority along with the application under section 59(7).
2.9.39:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
(1) The Board shall operate and maintain an Account to be called the Corporate Voluntary Liquidation Account in the Public Accounts of India:
Provided that until the Corporate Voluntary Liquidation Account is operated as part of the Public Accounts of India, the Board shall open a with a Scheduled bank for the purposes of this regulation.
(2) A liquidator shall deposit the amount of unclaimed dividends, if any, and undistributed proceeds, if any, in a liquidation process along with any income earned thereon till the date of deposit, into the Corporate Voluntary Liquidation Account before he submits an application under sub-section (7) of section 59.
(3) A liquidator, who holds any amount of unclaimed dividends or undistributed proceeds in a liquidation process on the date of commencement of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2020, shall deposit the same within fifteen days of the date of such commencement, along with any income earned thereon till the date of deposit.
(4) A liquidator, who fails to deposit any amount into the Corporate Voluntary Liquidation Account under this regulation, shall deposit the same along with interest thereon at the rate of twelve percent per annum from the due date of deposit till the date of deposit.
(5) A liquidator shall submit to the authority with which the corporate person is registered and the Board, the evidence of deposit of the amount into the Corporate Voluntary Liquidation Account under this regulation, and a statement in setting forth the nature of the amount deposited into the Corporate Voluntary Liquidation Account, and the names and last known addresses of the stakeholders entitled to receive the unclaimed dividends or undistributed proceeds.
(6) The liquidator shall be entitled to a receipt from the Board for any amount deposited into the Corporate Voluntary Liquidation Account under this regulation.
Prior to dissolution of the corporate person, a stakeholder, who claims to be entitled to any amount deposited into the Corporate Voluntary Liquidation Account, may apply to the liquidator in Form-I for withdrawal of the amount.(7A) On receipt of request under sub-regulation (7), the liquidator after verification of the claim, shall request the Board for release of amount to him for onward distribution.
(7B) The Board on receipt of request under sub-regulation (7A) may release the amount to the liquidator.
(7C) The liquidator shall, after making the distribution to the stakeholder shall intimate the Adjudicating Authority of such distribution.
(7D) After dissolution of the corporate person, a stakeholder, who claims to be entitled to any amount deposited into the Corporate Voluntary Liquidation Account, may apply to the Board in Form-I for an order for withdrawal of the amount.
(7E) If any other person other than the stakeholder claims to be entitled to any amount deposited to the Corporate Voluntary Liquidation Account, he shall submit evidence to satisfy the liquidator or the Board, as the case may be, that he is so entitled.
(7) A stakeholder, who claims to be entitled to any amount deposited into the Corporate Voluntary Liquidation Account, may apply to the Board in for an order for withdrawal of the amount:
Provided that if any other person other than the stakeholder claims to be entitled to any amount deposited to the Corporate Voluntary Liquidation Account, he shall submit evidence to satisfy the Board that he is so entitled.
(8) The Board may, if satisfied that the stakeholder or any other person referred to under sub-regulation (7) is entitled to withdrawal of any amount from the Corporate Voluntary Liquidation Account, make an order for the same in favour of that stakeholder or that other person.
(9) The Board shall maintain a corporate person-wise ledger of the amount deposited into and the amount withdrawn from the Corporate Voluntary Liquidation Account under this regulation.
(10) The Board shall nominate an officer of the level of Executive Director of the Board as the custodian of the Corporate Voluntary Liquidation Account and no proceeds shall be withdrawn without his approval.
(11) The Board shall maintain proper accounts of the Corporate Voluntary Liquidation Account and get the same audited annually.
(12) The audit report along with the statement of accounts of the Corporate Voluntary Liquidation Account referred to in sub-regulation (11) shall be placed before the Governing Board and shall be forwarded to the Central Government.
(13) Any amount deposited into the Corporate Voluntary Liquidation Account in pursuance of this regulation, which remains unclaimed or undistributed for a period of fifteen years from the date of order of dissolution of the corporate person and any amount of income or interest received or earned in the Corporate Voluntary Liquidation Account shall be transferred to the Consolidated Fund of India.
39. Unclaimed proceeds of liquidation or undistributed assets.
(1) Before the order of dissolution is passed under section 59(8), the liquidator shall apply to the Adjudicating Authority for an order to pay into the Companies Liquidation Account in the Public Account of India any unclaimed proceeds of liquidation or undistributed assets or any other balance payable to the stakeholders in his hands on the date of the order of dissolution.
(2) Any liquidator who retains any money which should have been paid by him into the Companies Liquidation Account under this Regulation shall pay interest on the amount retained at the rate of twelve per cent per annum, and also pay such penalty as may be determined by the Board.
(3) The liquidator shall, when making any payment referred to in sub-regulation (1), furnish to the Registrar and the Board, a statement setting forth the nature of the sums included, the names and last known addresses of the stakeholders entitled to participate therein, the amount to which each is entitled to and the nature of their claim.
(4) The liquidator shall be entitled to a receipt from the Reserve Bank of India for any money paid to it under subregulation (2), and such receipt shall be an effectual discharge of the liquidator in respect thereof.
(5) A person claiming to be entitled to any money paid into the Companies Liquidation Account may apply to the Board for an order for payment of the money claimed; which may, if satisfied that such person is entitled to the whole or any part of the money claimed, make an order for the payment to that person of the sum due to him, after taking such security from him as it may think fit.
(6) Any money paid into the Companies Liquidation Account in pursuance of this Regulation, which remains unclaimed thereafter for a period of fifteen years shall be transferred to the general revenue account of the Central Government.
- Refer IBBI Circular dated 13.02.2024 regarding Deposit and withdrawal of unclaimed dividends and / or undistributed proceeds in accordance with regulation 39 of the IBBI (Voluntary Liquidation Process) Regulations, 2017. To view the circular, Click here.
- Substituted vide IBBI Notification dated 31.01.2024 regarding IBBI (Voluntary Liquidation Process) (Amendment) Regulations, 2024. To view the notification, Click here.
2.9.4:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
4. Effect of liquidation.
(1) The corporate person shall from the liquidation commencement date cease to carry on its business except as far as required for the beneficial winding up of its business.
(2) Notwithstanding the provisions of sub-section (1), the corporate person shall continue to exist until it is dissolved under section 59(8).
2.9.40:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
40. Detection of Fraud or Insolvency
(1) Where the liquidator is of the opinion that the liquidation is being done to defraud a person, he shall make an application to the Adjudicatory Authority to suspend the process of liquidation and pass any such orders as it deems fit.
(2) Where the liquidator is of the opinion that the corporate person will not be able to pay its debts in full from the proceeds of assets to be sold in the liquidation, he shall make an application to the Adjudicating Authority to suspend the process of liquidation and pass any such orders as it deems fit.
2.9.41:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
The liquidator shall preserve a physical or an electronic copy of the reports, registers and books of account referred to in Regulations 8 and 10 for at least eight years after the dissolution of the corporate person, either with himself or with an information utility.
(1) The liquidator shall preserve copies of all such records which are required to give a complete account of the voluntary liquidation process.
(2) Without prejudice to the generality of the obligations under sub-regulation (1), the liquidator shall preserve copies of records relating to or forming the basis of:-
(a) his appointment as liquidator, including the terms of appointment;
(b) handing over / taking over of the assignment;
(c) initiation of voluntary liquidation process;
(d) public announcement;
(e) claims, verification of claims, and list of stakeholders;
(f) engagement of professionals, registered valuers, etc. including work done, reports etc., submitted by them;
(g) all filings with the Adjudicating Authority, Appellate Authority, High Courts, Supreme Court, whichever applicable and their orders;
(h) statutory filings with Board and insolvency professional agencies;
(i) correspondence during the voluntary liquidation process;
(j) cost of voluntary liquidation process;
(k) all reports, registers, documents such as preliminary report, annual status report, final report prior to dissolution, various registers and books, etc. mentioned in Regulation 8 and 10 of principal regulations; and
(l) any other records, which is required to give a complete account of the process.
(3) The liquidator shall preserve:
(a) electronic copy of all records(physical and electronic) for a minimum period of eight years; and
(b) a physical copy of records for a minimum period of three years;
from the date of dissolution of the corporate person, before the Board, the Adjudicating Authority, Appellate Authority or any Court, whichever is later.
(4) In case of replacement of liquidator during the process, the outgoing liquidator shall handover the records under sub-regulation (1) and (2) to the new liquidator.
(5) The liquidator shall preserve the records at a secure place and shall be obliged to produce records as may be required under the Code and the principal regulations.
(6) The liquidator shall, along with the application filed under sub-section (7) of section 59 to the Adjudicating Authority, provide the details and manner of preservation of records under sub regulation (1) and (2).
Explanation – The records referred to in this regulation includes records pertaining to the period of a liquidation process during which the liquidator acted as such, irrespective of the fact that he did not take up the assignment from its commencement or continue the assignment till its conclusion.
2.9.5:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
Subject to regulation 6, the corporate person shall appoint an insolvency professional as liquidator, and, wherever required, may replace him by appointing another insolvency professional as liquidator, by a resolution passed under clause (c) of sub-section (3) of section 59 or clause (c) of sub-regulation (1) of regulation 3, as the case may be:
that such resolution shall contain the terms and conditions of appointment of the liquidator, including the remuneration payable to him.
The insolvency professional shall, within three days of his appointment as liquidator, intimate the Board about such appointment.
5. Appointment of Liquidator.
(1) An insolvency professional shall not be appointed by a corporate person if he is not eligible under Regulation 6.
(2) The resolution passed under regulation 3(2)(c) or under section 59(3)(c), as the case may be, shall contain the terms and conditions of the appointment of the liquidator, including the remuneration payable to him.
2.9.6:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
6. Eligibility for appointment as liquidator.
(1) An insolvency professional shall be eligible to be appointed as a liquidator if he, and every partner or director of the insolvency professional entity of which he is a partner or director is independent of the corporate person:
Explanation: A person shall be considered independent of the corporate person, if he-
(a) is eligible to be appointed as an independent director on the board of the corporate person under section 149 of the Companies Act, 2013 (18 of 2013), where the corporate person is a company;
(b) is not a related party of the corporate person; or
(c) has not been an employee or proprietor or a partner-
(i) of a firm of auditors or company secretaries or cost auditors of the corporate person; or
(ii) of a legal or a consulting firm, that has or had any transaction with the corporate person contributing ten per cent or more of the gross turnover of such firm,at any time in the last three years.
(2) An insolvency professional shall not be eligible to be appointed as a liquidator if he, or the insolvency professional entity of which he is a partner or director is under a restraint order of the Board.
(3) A liquidator shall disclose the existence of any pecuniary or personal relationship with the concerned corporate person or any of its stakeholders as soon as he becomes aware of it, to the Board and the Registrar.
(4) An insolvency professional shall not continue as a liquidator if the insolvency professional entity of which he is a director or partner, or any other partner or director of such insolvency professional entity represents any other stakeholder in the same liquidation.
2.9.7:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
7. Liquidator’s remuneration.
The remuneration payable to the liquidator shall form part of the liquidation cost.
2.9.8:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
8. Reporting.
(1) The liquidator shall prepare and submit-
(a) Preliminary Report;
(c) Minutes of consultations with stakeholders; and
(d) Final Report
in the manner specified under these Regulations.
(2) Subject to other provisions of these Regulations, the liquidator shall make the reports and minutes referred to subregulation (1) available to a stakeholder in either electronic or physical form, on receipt of-
(a) an application in writing;
(b) cost of making such reports available to it; and
(c) an undertaking from the stakeholder that it shall maintain confidentiality of such reports and shall not use these to cause an undue gain or undue loss to itself or any other person.
2.9.9:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017
9.Preliminary Report.
(1) The liquidator shall submit a Preliminary Report to the corporate person within forty five days from the liquidation commencement date, detailing-
(a) the capital structure of the corporate person;
(b) the estimates of its assets and liabilities as on the liquidation commencement date based on the books of the corporate person:
Provided that if the liquidator has reasons to believe, to be recorded in writing, that the books of the corporate person are not reliable, he shall also provide such estimates based on reliable records and data otherwise available to him;
(c) Whether he intends to make any further inquiry in to any matter relating to the promotion, formation or failure of the corporate person or the conduct of the business thereof; and
(d) the proposed plan of action for carrying out the liquidation, including the timeline within which he proposes to carry it out and the estimated liquidation costs.
IBC-Enforcement Notification [S.O.1005(E)] dated 30/03/2017
Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Second Amendment) Regulations, 2022 dated 16.09.2022.
MCA Notification dated 19.01.2023 regarding Companies (Incorporation) Amendment Rules, 2023
The Insolvency and Bankruptcy Board of India (Liquidation Process) (Amendment) Regulations, 2020 dated 06.01.2020
The Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2019 dated 15.01.2019
The Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2022 dated 05.04.2022
Circular No. IP(CIRP)/006/2018 dated 23.02.2018
Circular pertaining to Valuation required under the provisions of the Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016 dated 16.09.2019
IBBI Clarification dated 05.05.2017
Form INC – 28 – Substituted vide MCA Notification dated 19.01.2023
Schedule I-Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
After Form F, following forms are inserted vide Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2020 dated 15.01.2020. To view the notification,Click Here.
FORM-G
Deposit of Unclaimed Dividends and/or Undistributed Proceeds
[Under Regulation 39(5) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017]
A. Details of Voluntary Liquidation Process
| Sl. No. | Description | Particulars |
| (1) | (2) | (3) |
| 1 | Name of the Corporate Person | |
| 2 | Identification Number of Corporate Person (CIN/LLPIN) | |
| 3 | Voluntary Liquidation Commencement Date | |
| 4 | Date of Deposit into the Corporate Voluntary Liquidation Account | |
| 5 | Amount deposited into the Corporate Voluntary Liquidation Account (Rs.) | |
| 6 | Bank Account from which the amount is transferred to Corporate Voluntary Liquidation Account a. Account No: b. Name of Bank: c. IFSC: d. MICR: e. Address of Branch of the Bank: | |
| 7 | Details of the Amount (Rs.) deposited into Corporate Voluntary Liquidation Account a. Unclaimed dividends b. Undistributed proceeds c. Income earned till the due date of deposit d. Interest at the rate of twelve per cent on the amount retained beyond due date (Please show computation of interest amount) Total |
B. Details of Stakeholders entitled to Unclaimed Dividends or Undistributed Proceeds
| Sl. No. | Name of stakeholder entitled to receive unclaimed dividends or undistributed proceeds | Address, phone number and email address of the stakeholder | Identification Number of the stakeholder (PAN, CIN/LLPIN/DIN, Aadhaar No.) (Please attach Identification proof.) | Amount due to the stakeholder (Rs.) | Nature of Amount due | Remarks |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | ||||||
| 2 | ||||||
| 3 | ||||||
C. Details of Deposit made into the Corporate Voluntary Liquidation Account
I (Name of Liquidator) have deposited Rs…… (Rupees ….only) into the Corporate Voluntary Liquidation Account on …. vide acknowledgment no.. … dated ……
I (Name of Liquidator) hereby certify that the details provided in this Form are true and correct to the best of my knowledge and belief, and nothing material has been concealed.
(Signature)
Name of the Liquidator IP Registration No:
Address as registered with the Board:
Email id as registered with the Board:
Date:…………..
Place:……………………..
COMPLIANCE CERTIFICATE
[Under Regulation 38(3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017]
I, [Name of the Liquidator], an insolvency professional enrolled with [name of insolvency professional agency] and registered with the Board with registration number [registration number], am the Liquidator for the Voluntary Liquidation Process of [name of the corporate person].
1. The details of the Voluntary Liquidation Process are as under:
| Sl. No. | Particulars | Description |
| (1) | (2) | (3) |
| 1 | Name of the corporate person | |
| 2 | CIN/LLPIN of the corporate person | |
| 3 | NCLT Bench | |
| 4 | Date of initiation of voluntary liquidation process | |
| 5 | Date of appointment of Liquidator | |
| 6 | Liquidator's Registration No. as IP | |
| 7 | Whether the Liquidator was replaced during the process (Yes / No) | |
| If yes | Name of previous Liquidator and his registration No. | |
| Date of replacement of previous Liquidator | ||
| 8 | Date of opening of bank account for liquidation (with account details) | |
| 9 | Date of notice for uncalled capital/unpaid capital contribution | |
| 10 | Date of realization of uncalled capital/unpaid capital contribution | |
| 11 | Date of intimation to statutory authority as applicable. a. PF b. ESI c. Income Tax d. Inspector of Factory e. GST/VAT f. RBI g. Others | |
| 12 | Amount deposited into Corporate Voluntary Liquidation Account: a. Amount of unclaimed dividends b. Amount of undistributed proceeds c. Income referred to in sub-regulation (2) and (3) of regulation 39 d. Interest referred to in sub-regulation (4) of regulation 39 Total | |
| 13 | Remuneration of Liquidator (Rs.) |
3. Details of the corporate person:
| Sl. No. | Particulars | Description |
| (1) | (2) | (3) |
| 1 | Year of Incorporation | |
| 2 | Objects in brief | |
| 3 | Paid up Share Capital / Capital (Amount in Rs.) | |
| 4 | Assets as on Liquidation Commencement date (Amount in Rs.) | |
| 5 | Debt payable as on Liquidation Commencement date (Amount in Rs.) | |
| 6 | Net-worth of the Corporate Person (Amount in Rs.) | |
| 7 | Reasons for initiating voluntary liquidation, in brief |
4. Details of realisation during Voluntary Liquidation Process:
| Sl. No. | Particulars | Amount (Rs.) |
| (1) | (2) | (3) |
| 1 | Sale of Assets | |
| 2 | Refund from Statutory Authorities | |
| 3 | Cash / Bank balance | |
| 4 | Realisation of uncalled/unpaid capital contribution | |
| 5 | Distribution of unsold asset | |
| 6 | Any other (Please specify) | |
| Total | ||
5. Details of distribution to stakeholders as per section 52 or 53 of the Code
| Sl. No. | Stakeholders* under section 52 and 53 (1) | Amount Claimed | Amount Admitted | Amount Distributed | Amount Distributed to the Amount Claimed (%) | Remarks |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| 1 | Realization of Security Interest [Sec. 52(1)(b)] | |||||
| 2 | Liquidation Cost [Sec. 53(1)(a)] | |||||
| 3 | Workmen's Dues [Sec. 53(1)(b)(i)] | |||||
| 4 | Debts of Secured Creditors [Sec. 53(1)(b)(ii)] | |||||
| 5 | Wages and Unpaid Dues to Employees [Sec. 53(1)(c)] | |||||
| 6 | Debts of Unsecured Financial Creditors [Sec. 53(1)(d)] | |||||
| 7 | Government Dues + Amount Unpaid following Enforcement of Security Interest [Sec.53(1)(e)] | |||||
| 8 | Any remaining Debts and Dues [Sec. 53(1)(f)] | |||||
| 9 | Preference Shareholders [Sec. 53(1)(g)] | |||||
| 10 | Equity Shareholders [Sec.53(1)(h)] | |||||
| Total | ||||||
*If there are sub-categories in a category, please add rows for each sub-category.
6. The Voluntary Liquidation Process has been conducted as per the stipulated timeline:
| Sl. No. | Section / Regulation | Description of Task | Norm (Number of Days) | Compliance Date | Actual Timeline (Number of days) |
| (1) | (2) | (3) | (4) | (5) | (6) |
| 1 | Section 59(3)(a), Regulation 3(1) (a) | Declaration from majority of directors / partners regarding solvency of corporate person and it not being liquidated to defraud any person | T-28 | ||
| 2 | Section 59[(3)(c) and (5)], Regulation 3(1)(c) and 3(3) | Passing of resolution / special resolution by members / partners about commencement of voluntary liquidation process and appointment of insolvency professional as liquidator | T = 0 | ||
| 3 | Proviso to Section 59(3)(c), Regulation 3(1)(c) | Approval of creditors representing two-third in value of debt, if the corporate person owes any debt, of the resolution passed under section 59(3)(c) or regulation 3(1)(c) | T + 7 | ||
| 4 | Regulation 5(2) | Intimation by Insolvency Professional regarding his appointment as Liquidator, to the Board | T + 7 | ||
| 5 | Regulation 14 (1) | Public Announcement in Form A by the Liquidator | T + 5 | ||
| 6 | Section 59(4), Reg. 3(2) | Notification to Registrar of Companies and Board about the resolution passed under section 59(3)(c) and regulation 3(1)(c) or subsequent approval of creditors thereto, as the case may be, by corporate person | T+ 7 or T + 14 | ||
| 7 | Section 38(1), Regulation 14 (2) | Submission of claims by stakeholders | T + 30 | ||
| 8 | Section 38(5) | Withdrawal/ modification of claim by stakeholders | T + 44 | ||
| 9 | Regulation 9(1) | Submission of preliminary report to the corporate person by the Liquidator | T + 45 | ||
| 10 | Regulation 29(1) | Verification of claims by the Liquidator | T + 60 | ||
| 11 | Section 40 (2) | Intimation about decision of acceptance/ rejection of claim to the stakeholders by the Liquidator | T + 67 | ||
| 12 | Regulation 30(2) | Preparation of list of stakeholders by the Liquidator | T + 45*/75 | ||
| 13 | Section 42 | Appeal by creditor against the decision of the Liquidator | T + 81 | ||
| 14 | Regulation 35(1) | Distribution of the proceeds to stakeholders by the Liquidator | Date of realization + 30 | ||
| 15 | Regulation 39(2) | Deposit of amount of unclaimed dividends and undistributed proceeds in Corporate Voluntary Liquidation Account by the Liquidator | Prior to submission of application under subsection (7) of section 59 | ||
| 16 | Regulation 38(2) | Submission of Final Report to the Board and Registrar of Companies by the Liquidator | T + 90*/270 | ||
| 17 | Section 59(7), Regulation 38(3) | Submission of Final Report, along with the application for dissolution, to AA | T + 90*/270 | ||
| 18 | Regulation 37(1) | Completion of Voluntary Liquidation Process | T + 90*/270 | ||
| 19 | Regulation 37(2) | Meeting of Contributories and presentation of Annual Status Report | T + 365 |
T=Liquidation Commencement Date
*Applicable where approval of creditors was not required under section 59(3)(c) or regulation 3(1)(c)
7. The following are deviations / non-compliances with the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made, or circulars issued thereunder (If any deviation/ non- compliances were observed, please state the details and reasons for the same):
| Sl. No. | Deviation / Noncompliance observed | Section of the Code / Regulation No. / Circular No. | Reasons | Whether rectified or not |
| (1) | (2) | (3) | (4) | (5) |
| 1 | ||||
| 2 | ||||
| 3 |
8. The details of application(s) filed / pending in respect of avoidance of transactions.
| Sl. No. | Type of Transaction Date of Filing | Date of Filing with Adjudicating Authority | Date of Order of the Adjudicating Authority | Brief of the Order |
| (1) | (2) | (3) | (4) | (5) |
| 1 | Preferential transactions under section 43 | |||
| 2 | Undervalued transactions under section 45 | |||
| 3 | Extortionate credit transactions under section 50 | |||
| 4 | Fraudulent transactions under section 66 |
9. If the process has taken more than 90 / 270 days, as the case may be, for completion, please state reasons thereof.
10. All undischarged matters pending, if any, before any Court or Tribunal relating to corporate person have been reported to AA, along with the details of provision made to sufficiently meet the obligations arising from such pending litigations.
11. The records referred to in regulations 8 and 10 shall be preserved as mandated under regulation 41.
12. Any other information which the Liquidator may like to submit.
13. I [Name of Liquidator], hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed there from.
(Signature)
Name of the Liquidator:
IP Registration No:
Address as registered with the Board:
Email id as registered with the Board:
Date: ………………
Place: ……………..
FORM-H
Withdrawal from Corporate Voluntary Liquidation Account
[Under Regulation 39(7) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017]
| Sl. No. | Description | Particulars |
| (1) | (2) | (3) |
| 1 | Name of the Corporate Person | |
| 2 | Identification Number of Corporate Person (CIN/LLPIN) | |
| 3 | Voluntary Liquidation Commencement Date | |
| 4 | Date of Dissolution Order | |
| 5 | Date of Deposit into the Corporate Voluntary Liquidation Account | |
| 6 | Name of the Stakeholder seeking withdrawal | |
| 7 | Identification Number of the Stakeholder a. PAN b. CIN/LLPIN/DIN c. Aadhaar No. | |
| 8 | Address and Email Address of Stakeholder | |
| 9 | Amount of Claim of the Stakeholder, admitted by the Liquidator | |
| 10 | Amount of unclaimed dividends / undistributed proceeds deposited by the Liquidator in the Corporate Voluntary Liquidation Account against the stakeholder | |
| 11 | Amount of unclaimed dividends / undistributed proceeds the Stakeholder seeks to withdraw from the Corporate Voluntary Liquidation Account | |
| 12 | Bank Account to which the amount is to be transferred from the Corporate Voluntary Liquidation Account, if withdrawal is approved (a) Account No.: (b) Name of Bank: (c) IFSC: (d) MICR: (e) Address of Branch of the Bank: | |
| 13 | Reasons for not taking dividend or proceeds during the Voluntary Liquidation Process | |
| 14 | Any legal disability in applying for withdrawal? (Yes / No), If yes, please provide details |
DECLARATION
I, [Name of stakeholder], currently residing at [insert address], hereby declare and state as follows:
1. I am entitled to receive a sum of Rs…. (Rupees … only) from the Corporate Voluntary Liquidation Account, as presented above.
2. In respect of the said sum or any part thereof, neither I nor any person, by my order, to my knowledge or belief, for my use, has received any manner of satisfaction or security whatsoever, save and except the following: ……………
3. I undertake to refund the entire amount with interest as decided by the Board, in case the Board finds that I am not entitled to this amount.
4. I authorise the Board to initiate appropriate legal action against me if my claim is found false at any time.
Date:
Place:
(Signature of the Stakeholder)
VERIFICATION
I, [Name] the stakeholder hereinabove, do hereby verify that the contents of this Form are true and correct to my knowledge and belief and no material fact has been concealed therefrom.
Verified at … on this …… day of ………., 20… (Signature of the Stakeholder)
[Note: In the case of a company or limited liability partnership, the declaration and verification shall be made by the director/manager/secretary/ designated partner and in the case of other entities, an officer authorised for the purpose by the entity]
Schedule II-Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
SCHEDULE II
(Under Regulation 10 of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017)
The formats contained in this Schedule are indicative in nature, and the liquidator may make such modifications to them as he deems fit in view of the facts and circumstances of the liquidation.
CASH BOOK
Name of Corporate person……………………………………………….(in liquidation)
| Date | Particulars | Ledger Folio No. | Receipt | Payments | Balance | ||||||||
| Voucher No. | Cash | Bank | Total | Voucher No. | Cash | Bank | Total | Cash | Bank | Total | |||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 |
Under column ‘particulars’, the head of account to which the entry relates to should be indicated so that the entry may be posted under the proper head in the General Ledger.
GENERAL LEDGER
Name of Corporate person……………………………………………….(in liquidation) ……………………………………………….(Head of account)
| Date | Particulars | Dr. (Rs.) | Cr. (Rs.) | Balance (Rs.) |
| 1 | 2 | 3 | 4 | 5 |
Instructions:
1.A General Ledger should be maintained with such heads of account as the liquidator may think necessary and appropriate.
The following heads of account may be found suitable:
(1) Asset account
(2) Investments account
(3) Book Debts and Outstandings account
(4) Calls
(5) Rent Collected/rent receivable
(6) Interest on Securities and Deposits
(7) Advances received
(8) Miscellaneous receipts payments
(9) Establishment
(10) Legal charges
(11) Rents, Rates and Taxes payable
(12) Fees and Commission account
(13) Other expenses
(14) Suspense account
(15) Secured creditors
(16) Dividend account.
2. The entries in the General Ledger should be posted from the Cash Book.
3. The total of the debit balances and the total of the credit balances of the several heads of account in the General Ledger should agree, after taking into consideration the cash and bank balances as shown in the Cash Book. The totals should be tallied once a month.
BANK LEDGER
Corporate person’s (in voluntary liquidation) account with the Scheduled Bank
| Date | Particulars | Deposits | Withdrawals | Balance | ||
| Challan Number | Rs. | Cheque Number | Rs. | Rs. | ||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
REGISTER OF ASSETS
| Sl. No. | Description of assets | Date of taking possession | Serial number of Sales Register | Date of sale | Date of realization | Amount | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| 1. | |||||||
| 2. | |||||||
Instructions:
1. All the assets of the corporate person except the liquidator’s investments in securities and outstanding to be realized should be entered in this Register.
SECURITIES AND INVESTMENTS REGISTER
| Sl. No. | Petition number and name of the corporate person | Date of investment | Nature and particulars of security in which investment is made | Amount Invested (Rs.) | Dividend or interest received with date of receipt (Rs.) | Date of disposal | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| 1. | |||||||
| 2. | |||||||
REGISTER OF BOOK DEBTS AND OUTSTANDINGS
| Sl. No. | Name and address of debtor | Particulars of debt | Amount due (Rs.) | Date of bar by limitation | Amount realised (Rs.) | Action taken | Date of realisation | Reference to Suits Register | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 |
| 1. | |||||||||
| 2. | |||||||||
| 3. |
Instructions:
1. All debts due to the corporate person, both secured and unsecured, including amounts due for arrears of calls made prior to the liquidation, should be entered in this Register.
TENANTS LEDGER
1. Description of assets:
2. Name and address of tenant:
3. Date of tenancy:
4. Period of tenancy:
5. Rent (monthly or annual):
6. Special terms, if any:
7. Arrears on date of taking charge of assets:
8. Advance received, if any:
| Month | Demand | Realization | Balance | Remarks | |
| Amount (Rs.) | Date | Amount (Rs.) | Amount (Rs.) | ||
| 1 | 2 | 3 | 4 | 5 | 6 |
| January | |||||
| February | |||||
SUITS REGISTER
| Sl. No. | Number of suit or appeal and court | Name and address of plaintiff/ appellant and his advocate | Name and address of defendant/ respondent and his advocate | Amount of claim | Date of filing | Dates of hearing | Date of decree or final order | Nature of relief granted | Amount decreed | Costs decreed | Reference to Decree Register | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 |
| 1. | ||||||||||||
| 2. | ||||||||||||
Instructions:
1. Applications made by or against the corporate person which are in the nature of suits should also be entered in this Register.
DECREE REGISTER
| Number of suit or appeal and court | Name and address of judgment debtor | Amount Decreed (Rs.) | Date of decree | Action taken | Amount realized (Rs.) | Date of realisation | Reference to Suits Register |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 |
| 1. | |||||||
| 2. |
Instructions:
1. The purpose of the Register is to enable the liquidator to keep watch on the progress of the realization of decrees in favor of the corporate person in his charge.
2. Every decree or order for payment of money or delivery of assets in favor of the corporate person including an order for payment of costs whether made in a suit, appeal or application, should be entered in this Register.
REGISTER OF CLAIMS AND DISTRIBUTIONS
| Claims | Distributions declared and paid | Remarks | |||||||||||||
| Sl. No. | Name and Address of credit or | Amount claim ed (Rs.) | Nature of claim (Rs.) | Amount admitted (Rs.) | Whether ordinary or preferential | Date | Amount (Rs.) | Date and Mode of Payment | Rate | Amount (Rs.) | Date and mode of payment | Rate | Amount (Rs.) | Date and mode of payment | |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| 1. | |||||||||||||||
| 2. | |||||||||||||||
Instructions:
1. Only claims admitted either wholly or in part should be entered in this Register.
2. The page on the left side should be reserved for claims and the page on the right side for Distributions.
CONTRIBUTORY’S LEDGER
| Sl. No. | Name and address of contributory | Number of shares or extent of interest held, and amount paid thereon | Calls | Remarks | Returns of share capital | Remarks | ||||
| First call | 2nd call/ 3rd call | Date of return | Date of Payment | Amount paid (Rs.) | ||||||
| Date of call and amount called | Amount paid and date of payment | (Repeat columns as under first call) | ||||||||
| 1 | 2 | 3 | 4 | 5 | 6 to 9 | 10 | 11 | 12 | 13 | 14 |
Instructions:
Only contributories settled on the list should be entered in this Register and they should be entered in the same order as in the list.
DISTRIBUTIONS REGISTER
Date on which distribution is made:
Total amount payable in this round of distribution:
| Date | Number on list of stakeholders | Particulars | Receipts | Payments |
| 1 | 2 | 3 | 4 | 5 |
| 1. | ||||
| 2. | ||||
Instructions:
1. Separate pages should be set apart for preferential and ordinary distributions.
2. The payments should be entered as and when they are made. Any amount which is returned unpaid should be re-entered in the account under ‘Receipts’.
3. The number in column 2 should be the number of the stakeholders in the list of stakeholders as finally settled.
4. The total amount of unclaimed distribution payable into the Public Account of India, and the amount paid into the Bank with the date of payment, should be shown at the end of the account.
FEE REGISTER
| Amount realized on which fee are payable | Amount distributed on which fee are payable | Fee payable on the amounts in the two preceding columns | Total fee payable | Date of payment |
| 1 | 2 | 3 | 5 | 6 |
| 1. | ||||
| 2. | ||||
Instructions:
1. There should be a fresh opening for each year.
2. The fees due to the liquidator should be entered in the Register as soon as the audit of the account for a quarter is
completed.
SUSPENSE REGISTER
| Date | Particulars | Debit (Rs.) | Credit(Rs.) | Balance (Rs.) |
| 1 | 2 | 3 | 4 | 5 |
| 1. | ||||
| 2. | ||||
Instructions:
1. Advances made by the liquidator to any person should be entered in this Register.
2. There should be a separate opening for each person.
DOCUMENTS REGISTER
| Sl. No. | Description of document | Date of receipt | From whom received | Reference number of shelf in which document is kept | How disposed of | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 1. | ||||||
| 2. | ||||||
Instruction: All documents of title like title-deeds, shares, promissory notes, etc., should be entered in this Register.
BOOKS REGISTER
| Date | From whom received | Serial Number | Description of books, including files | Shelf number | How disposed of | Remarks |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 1. | ||||||
| 2. | ||||||
Instruction: All books and files of the corporate person which come into the hands of the liquidator should be entered in this Register.
REGISTER OF UNCLAIMED DIVIDENDS AND UNDISTRIBUTED ASSETS DEPOSITED
| Sl. No. | Name of person entitled to the dividend or return | Whether Creditor or Contributory | Number on list of stakeholders | Date of declaration of dividend or return | Rate of dividend or return | Total amount payable (Rs.) |
| 1 | 2 | 3 | 4 | 5 | 6 | 7 |
| 1. | ||||||
| 2. | ||||||