valid as on 02/06/2020

2.4.39:Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

39. Approval of resolution plan.

A prospective resolution applicant in the final list may submit resolution plan or plans prepared in accordance with the Code and these regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with

(a) an affidavit stating that it is eligible under section 29A to submit resolution plans

  an undertaking that it will provide for additional funds to the extent required for the purposes under sub-regulation (1) of regulation 38; and

(c) an undertaking by the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code.

A resolution plan which does not comply with the provisions of sub-regulation (1) shall be rejected.

 

(1) A resolution applicant shall endeavour to submit a resolution plan prepared in accordance with the Code and these Regulations to the resolution professional, thirty days before expiry of the maximum period permitted under section 12 for the completion of the corporate insolvency resolution process.

The resolution professional shall submit to the committee all resolution plans which
comply with the requirements of the Code and regulations made thereunder along with the details of following transactions, if any, observed, found or determined by him:—

(a) preferential transactions under section 43;

(b) undervalued transactions under section 45;

(c) extortionate credit transactions under section 50; and

(d) fraudulent transactions under section 66, and the orders, if any, of the adjudicating authority in respect of such transactions.

 

The committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation matrix to identify the best resolution plan and may approve it with such modifications as it deems fit:

Provided that the committee shall record the reasons for approving or rejecting a resolution plan

(3) The committee may approve any resolution plan with such modifications as it deems fit.

The resolution professional shall endeavour to submit the resolution plan approved by the committee to the Adjudicating Authority at least fifteen days before the maximum period for completion of corporate insolvency resolution process under section 12, along with a compliance certificate in Form H  of the Schedule.

The resolution professional shall submit the resolution plan approved by the committee to the Adjudicating Authority, at least fifteen days before the expiry of the maximum period permitted under section 12 for the completion of the corporate insolvency resolution process, with the certification that-

(a) the contents of the resolution plan meet all the requirements of the Code and the
Regulations; and

(b) the resolution plan has been approved by the committee:

Provided that the timeline specified in this sub-regulation shall not apply to an ongoing corporate insolvency resolution process which has completed 130th day from its commencement date.

(4) The resolution professional shall submit the resolution plan approved by the committee to the Adjudicating Authority with the certification that:

(a) the contents of the resolution plan meet all the requirements of the Code and the Regulations; and

(b) the resolution plan has been approved by the committee.

(5) The resolution professional shall forthwith send a copy of the order of the Adjudicating Authority approving or rejecting a resolution plan to the participants and the resolution applicant.

(6) A provision in a resolution plan which would otherwise require the consent of the members or partners of the corporate debtor, as the case may be, under the terms of the constitutional documents of the corporate debtor, shareholders’ agreement, joint venture agreement or other document of a similar nature, shall take effect notwithstanding that such consent has not been obtained.

(7) No proceedings shall be initiated against the interim resolution professional or the resolution professional, as the case may be, for any actions of the corporate debtor, prior to the insolvency commencement date.

(8) A person in charge of the management or control of the business and operations of the corporate debtor after a resolution plan is approved by the Adjudicating Authority, may make an application to the Adjudicating Authority for an order seeking the assistance of the local district administration in implementing the terms of a resolution plan.

A creditor, who is aggrieved by non-implementation of a resolution plan approved under sub-section (1) of section 31, may apply to the Adjudicating Authority for directions.

 Preservation of records.-The interim resolution professional or the resolution professional, as the case may be, shall preserve a physical as well as an electronic copy of the records relating to corporate insolvency resolution process of the corporate debtor as per the record retention schedule as may be communicated by the Board in consultation with Insolvency Professional Agencies.

(1) While approving a resolution plan under sub-section (4) of section 30 or deciding to liquidate the corporate debtor under sub-section (2) of section 33, the committee may make a best estimate of the amount required to meet liquidation costs, in consultation with the resolution professional, in the event an order for liquidation is passed under section 33.

(2) The committee shall make a best estimate of the value of the liquid assets available to meet the liquidation costs, as estimated in sub-regulation (1).

(3) Where the estimated value of the liquid assets under sub-regulation (2) is less than the estimated liquidation costs under sub-regulation (1), the committee shall approve a plan providing for contribution for meeting the difference between the two.

(4) The resolution professional shall submit the plan approved under sub-regulation (3) to the Adjudicating Authority while filing the approval or decision of the committee under section 30 or 33, as the case may be.

Explanation.- For the purposes of this regulation, ‘liquidation costs’ shall have the same meaning as assigned to it in clause (ea) of sub-regulation (1) of regulation (2) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

(1) While approving a resolution plan under section 30 or deciding to liquidate the corporate debtor under section 33, the committee may recommend that the liquidator may first explore sale of the corporate debtor as a going concern under clause (e) of regulation 32 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 or sale of the business of the corporate debtor as a going concern under clause (f) thereof, if an order for liquidation is passed under section 33.

(2) Where the committee recommends sale as a going concern, it shall identify and group the assets and liabilities, which according to its commercial considerations, ought to be sold as a going concern under clause (e) or clause (f) of regulation 32 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

(3) The resolution professional shall submit the recommendation of the committee under sub-regulations (1) and (2) to the Adjudicating Authority while filing the approval or decision of the committee under section 30 or 33, as the case may be.”.

While approving a resolution plan under section 30 or deciding to liquidate the corporate debtor under section 33, the committee may, in consultation with the resolution professional, fix the fee payable to the liquidator, if an order for liquidation is passed under section 33, for –

(a) the period, if any, used for compromise or arrangement under section 230 of the Companies Act, 2013;

(b) the period, if any, used for sale under clauses (e) and (f) of regulation 32 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016; and

(c) the balance period of liquidation.”.

Substituted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the Notification, Click Here
Omitted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2018 dated 05.10.2018. To view the Notification, Click Here
Inserted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the Notification, Click Here
Substituted vide  notification dated 31.12.2017, the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2017. Further, substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the notification,Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2017 dated 07.11.2017 . To view the notification,Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2017 dated 07.11.2017 . To view the notification,Click Here
Substituted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the Notification, Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2019 dated 27th July,2019. To view the notification Click Here
Inserted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2018 dated 06.02.2018. To view the Notification, Click Here
Omitted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2018 dated 05.10.2018. To view the Notification, Click Here
Substituted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the Notification, Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2019 dated 24th January,2019. To view the notification Click Here 
Substituted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2018 dated 06.02.2018. Further substituted vide  the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018. To view the Notification, Click Here
 Inserted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2019 dated 24th January,2019. To view the notification Click Here
Inserted vide the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2018 dated 05.10.2018. To view the Notification, Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2019 date 27th July 2019. To view the notification Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2019 date 27th July 2019. To view the notification Click Here
Substituted vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2019 date 27th July 2019. To view the notification Click Here

Insolvency and Bankruptcy Board of India (Fast Track Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2017 dated 31.12.2017


Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2019


Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2019


Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2017 dated 07/11/2017


The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2018 dated 6.02.2018


The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2018 dated 05.10.2018


The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 dated 3.07.2018


The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2019 dated 27.11.2019


Form H- Compliance Certificate w.e.f 27th July,2019


IBC Form H- Compliance Certificate


Schedule Form H – the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

FORM H

COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, [Name of the resolution professional], an insolvency professional enrolled with [name of insolvency professional agency] and registered with the Board with registration number [registration number], am the resolution professional for the corporate insolvency resolution process (CIRP) of [name of the corporate debtor(CD)].

2. The details of the CIRP are as under:

SI.No.ParticularsDescription
1Name of the CD
2Date of Initiation of CIRP
3Date of Appointment of IRP
4Date of Publication of Public Announcement
5Date of Constitution of CoC
6Date of First Meeting of CoC
7Date of Appointment of RP
8Date of Appointment of Registered Valuers
9Date of Issue of Invitation for EoI
10Date of Final List of Eligible Prospective Resolution Applicants
11Date of Invitation of Resolution Plan
12Last Date of Submission of Resolution Plan
13Date of Approval of Resolution Plan by CoC
14Date of Filing of Resolution Plan with Adjudicating Authority
15Date of Expiry of 180 days of CIRP
16Date of Order extending the period of CIRP
17Date of Expiry of Extended Period of CIRP
18Fair Value
19Liquidation value
20Number of Meetings of CoC held

3. I have examined the Resolution Plan received from Resolution Applicant (………………………………..) and approved by Committee of Creditors (CoC) of [Name of the corporate debtor].

4. I hereby certify that-

(i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations,2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii) the Resolution Applicant (………………………………..) has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made there under. The Resolution Plan has been approved by [state the number of votes by which Resolution Plan was approved by CoC]% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

(iv) The voting was held in the meeting of the CoC on [state the date of meeting] where all the members of the CoC were present. orI sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.[strike off the part that is not relevant]

5. The list of financial creditors of the CD[state the name of CD] being members of the CoC and distribution of voting share among them is as under:

Sl. No.Name of CreditorVoting Share (%)Voting for Resolution Plan (Voted for /Dissented /Abstained)

6. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made there under.

The amounts provided for the stakeholders under the Resolution Plan is as under:

(Amount in Rs. lakh)

Sl. No.Category of Stakeholder*Sub-Category of
Stakeholder
Amount
Claimed
Amount
Admitted
Amount Provided under the Plan#Amount
Provided
to the
Amount
Claimed
(%)
(1)(2)(3)(4)(5)(6)(7)
1Secured
Financial
Creditors
(a) Creditors not
having a right to
vote under sub-section (2) of section
21
(b) Other than (a)
above:
(i) who did not vote
in favour of the
resolution Plan
(ii) who voted in
favour of the
resolution plan
Total[(a) + (b)]
2Unsecured
Financial
Creditors
(a) Creditors not
having a right to
vote under subsection
(2) of section 21
(b) Other than (a)
above:
(i) who did not vote
in favour of the
resolution Plan
(ii) who voted in
favour of the
resolution plan
Total[(a) + (b)]
3Operational
Creditors
(a) Related Party of
Corporate Debtor
(b) Other than (a)
above:
(i)Government
(ii)Workmen
(iii)Employees
(iv) ………
Total[(a) + (b)]
4Other debts and
dues
Grand Total

*If there are sub-categories in a category, please add rows for each sub-category.
# Amount provided over time under the Resolution Plan and includes estimated value of noncash components. It is not NPV.”;

7. The amounts provided for the stakeholders under the Resolution Plan is as under:

(Amount in Rs. lakh)

Sl. No. Category of
Stakeholder*
Amount Claimed Amount Admitted Amount Provided under the Plan# Amount Provided to the Amount Claimed (%)
1 Secured Financial Creditors
2 Unsecured Financial Creditors
3 Operational Creditors
Government
Workmen
Employees
…..
4 Other Debts
and Dues
Total

*If there are sub-categories in a category, please add rows for each sub-category.
# Amount provided over time under the Resolution Plan and includes estimated value
of non-cash components. It is not NPV.

7. The amounts provided for the stakeholders under the Resolution Plan is as under:

(Amount in Rs. Lakh)

Sl. No. Category of Stakeholder* Amount Claimed Amount Admitted Amount Provided under the Plan# Amount Provided to the Amount Claimed(%)
1 Dissenting Secured Financial Creditors
2 Other Secured Financial Creditors
3 Dissenting Unsecured Financial Creditors
4 Other Unsecured Financial Creditors
5 Operational Creditors
Government
Workmen
Employees
....
6 Other Debts and Dues
Total

*If there are sub-categories in a category, please add rows for each sub-category. # Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV.

8.The interests of existing shareholders have been altered by the Resolution plan as under:

Sl. NoCategory of Share HolderNo. of Shares held before CIRPNo. of Shares held after the CIRPVoting Share (%) held before CIRPVoting Share (%) held after CIRP
1Equity
2Preference
3

9. The compliance of the Resolution Plan is as under:

Section of the Code /Regulation NoRequirement with respect to Resolution PlanClause of Resolution PlanCompliance (Yes /No)
25(2)(h)Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD?
Section 29AWhether the Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority?
Section 30(1)Whether the Resolution Applicant has submitted an affidavit stating that it is eligible?
Section 30(2)Whether the Resolution Plan-
(a) provides for the payment of insolvency resolution process costs?
(b) provides for the payment to the operational creditors?
(c) provides for the payment to the financial creditors who did not vote in favour of the resolution plan?
(d) provides for the management of the
affairs of the corporate debtor?
(e) provides for the implementation and
supervision of the resolution plan?
(f) contravenes any of the provisions of the law for the time being in force?”. (substituted Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2019 dated 27.11.2019Whether the Resolution Plan:(a) provides for the payment of insolvency resolution process costs?(b) provides for the payment of the debts of operational creditors?(c)provides for the management of the affairs of the Corporate debtor?(d) provides for the implementation and supervision of the resolution plan?(e) contravenes any of the provisions of the law for the time being in force?
Section 30(4)Whether the Resolution Plan (a) is feasible and viable, according to the CoC? (b) has been approved by the CoC with 66% voting share?
Section 31(1)Whether the Resolution Plan has provisions for its effective implementation plan, according to the CoC?
Regulation 35AWhere the resolution profesional made a determination if the corporate debtor has been subjected to any transaction of the nature covered under sections 43, 45, 50 or 66,before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?
Regulation 38 (1)Whether the Resolution Plan identifies specific sources of funds that will be used to pay the -(a)insolvency resolution process costs?(b)liquidation value due to operational creditors?(c)liquidation value due to dissenting financial creditors?
Regulation 38(1A)Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders?
Regulation 38(1B)
(Inserted vide IBBI(Insolvency Resolution Process for Corporate Persons) (Amendment)
Regulations, 2019) dated 24.01.2019
(i) Whether the Resolution
Applicant or any of its related
parties has failed to implement or
contributed to the failure of
implementation of any resolution
plan approved under the Code.
(ii) If so, whether the Resolution
Applicant has submitted the
statement giving details of such
non-implementation?
Regulation 38(2) Whether the Resolution Plan provides:(a) the term of the plan and its implementation schedule? (b)for the management and control of the business of the corporate debtor during its term? (c) adequate means for supervising its implementation?
38(3)Whether the resolution plan demonstrates that –(a) it addresses the cause of default?(b) it is feasible and viable?(c) it has provisions for its effective implementation?(d) it has provisions for approvals required and the timeline for the same?(e) the resolution applicant has the capability to implement the resolution plan?
39(2)Whether the RP has filed applications in respect of transactions observed, found or determined by him?
Regulation 39(4)
(Inserted vide IBBI(Insolvency Resolution Process for Corporate Persons) (Amendment)
Regulations, 2019) dated 24.01.2019
Provide details of performance
security received, as referred to in
sub-regulation (4A) of regulation
36B.

10. The CIRP has been conducted as per the timeline indicated as under:

Section of the Code /Regulation No. Description of ActivityLatest Timeline under regulation 40AActual Date
Section 16(1)Commencement of CIRP and Appointment of IRPTT
Regulation 6(1)Publication of Public AnnouncementT+3
Section 15(1)(c) /Regulation 12 (1)Submission of Claims T+14
Regulation 13(1)Verification of ClaimsT+21
Section 26(6A) / Regulation 15AApplication for Appointment of Authorised Representative, if necessaryT+23
Regulation 17(1)Filing of Report Certifying Constitution of CoCT+23
Section 22(1) and regulation 17(2)First Meeting of the CoCT+30
Regulation 35ADetermination of fraudulent and other transactionsT+115
Regulation 27Appointment of two Registered ValuersT+47
Regulation 36 (1)Submission of Information Memorandum to CoCT+57
Regulation 36AInvitation of EoIT+75
Publication of Form GT+75
Provisional List of Resolution ApplicantsT+100
Final List of Resolution ApplicantsT+115
Regulation 36BIssue of Request for Resolution Plan, which includes Evaluation Matrix and Information Memorandum to Resolution ApplicantsT+105
Section 30(6) / Regulation 39(4)Submission of CoC approved Resolution PlanT+165
Section 31(1)Approval of Resolution PlanT=180

11. The time frame proposed for obtaining relevant approvals is as under:

Sl. No.Nature of ApprovalName of applicable LawName of Authority who will grant ApprovalWhen to be obtained
1
2
3

12. The Resolution Plan is not subject to any contingency. orThe Resolution Plan is subject to thefollowing contingencies (Elaborate the contingencies): i…………………………………………………………………

ii…………………………………………………………………

13. Following are the deviations /non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/non-compliances were observed, please state the details and reasons for the same):

Sl. No.Deviation/Non-compliance observedSection of the Code /Regulation No. / Circular NoReasonsWhether rectified or not
1
2
3

14. The Resolution Plan is being filed …..days before the expiry of the period of CIRP provided in section 12 of the Code.

15. Provide details of section 66 or avoidance application filed /pending.

Sl. No.Type of TransactionDate of Filing with Adjudicating AuthorityDate of Order of the Adjudicating AuthorityBrief of the Order
1Preferential transactions under section 43
2Undervalued transactions under section 45
3Extortionate credit transactions under section 50
4Fraudulent transactions under section 66

16. I (Name of Resolution Professional) hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

(Signature)Name of the Resolution Professional:

IP Registration No:

Address as registered with the Board:

Email id as registered with the Board:

Date:

Place:

Substituted vide IBBI (Inserted vide IBBI(Insolvency Resolution Process for Corporate Persons) (Amendment) Regulations, 2019) dated 24.01.2019. To view the notification,Click Here
Further Substituted vide vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2019 dated 27.11.2019. To view the notification,Click Here

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