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.
IBBI Notification dated 31.01.2024 regarding IBBI (Voluntary Liquidation Process) (Amendment) Regulations, 2024
Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2020 dated 15.01.2020
The Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) (Amendment) Regulations, 2022 dated 05.04.2022
Circular pertaining to deposit of unclaimed dividends and/or undistributed proceeds of voluntary liquidation process in accordance with regulation 39 of the IBBI (Voluntary Liquidation Process) Regulations, 2017 dated 20.01.2020
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
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]