The Board may, for ensuring that an information utility takes into account the objectives sought to be achieved under this Code, require every information utility to set up a governing board, with such number of independent members,

2.10.10:Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017.

10. Regulatory Committee.

(1) An information utility may constitute a Regulatory Committee from amongst the independent directors.

(2) The Regulatory Committee, if constituted, shall oversee the information utility’s compliance with the Code.

(3) The compliance officer shall report to the Regulatory Committee, wherever constituted.

2.10.11:Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017.

11. Compliance officer.

(1) An information utility shall designate or appoint a compliance officer who shall be responsible for ensuring compliance with the provisions of the Code applicable to the information utility, in letter and spirit.

(2) The compliance officer shall, immediately and independently, report to the Board any non-compliance of any provision of the Code observed by him.

(3) The compliance officer shall submit a compliance certificate to the Board annually, verifying that the information utility has complied with the requirements of the Code, and has redressed customer grievances.

(4) The Governing Board shall appoint or remove a compliance officer only by means of a resolution passed at its meeting.

2.10.12:Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017.

12. Grievance Redressal Policy.

(1) An information utility shall have a Grievance Redressal Policy to deal with any grievance from –

(a) any user; or

(b) any other person or class of persons as may be provided by the Governing Board in respect of its services.

(2) The Grievance Redressal Policy shall provide for-

(a) the constitution of a Grievance Redressal Committee;

(b) the functions of the Grievance Redressal Committee;

(c) the format and manner for filing grievances;

(d) maximum time and format for acknowledging receipt of a grievance;

(e) maximum time for the disposal of the grievance by way of dismissal, resolution or the initiation of mediation;

(f) details of the mediation mechanism;

(g) provision of a report of the grievance and mediation proceedings to the parties to the grievance upon dismissal or resolution of the grievance;

(h) action to be taken in case of malicious or false complaints;

(i) maintenance of a register of grievances received and resolutions arrived at;

(j) disclosure of receipt and disposal of grievances to the public in the form and manner directed by the Board;

(k) periodic reporting of the receipt and disposal of grievances to the Governing Board; and

(l) periodic review of the Grievance Redressal Mechanism by the Governing Board.

2.10.8:Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017.

8. Shareholding.

(1) No person shall at any time, directly or indirectly, either by itself or together with persons acting in concert, acquire or hold more than ten per cent of the paid-up equity share capital or total voting power of an information utility:

Provided that the following persons may, directly or indirectly, either by themselves or together in concert, acquire or hold up to twenty-five percent of the paid-up equity share capital or total voting power of an information utility :-

(a) government company;

(b) stock exchange;

(c) depository;

(d) bank;

(e) insurance company; and

(f) public financial institution.

Notwithstanding anything to the contrary contained in sub-regulation (1)—

(a) a person may, directly or indirectly, either by itself or together with persons acting in concert, hold up to fifty-one percent of the paid-up equity share capital or total voting power of an information utility up to three years from the date of its registration; or

(b) an Indian company,

(i) which is listed on a recognised Stock Exchange in India, or

(ii) where no individual, directly or indirectly, either by himself or together with persons acting in concert, holds more than ten percent of the paid-up equity share capital, may hold up to hundred percent of the paid-up equity share capital or total voting power of an information utility up to three years from the date of its registration.

Provided that the information utility is registered before 30th September, 2018.

(3) The provisions of this Regulation shall not apply to the holding of shares or voting power by the Central Government or a State Government.

2.10.9:Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017.

(1) The Governing Board shall consist of –

(a) managing director;
(b) independent directors; and
(c) shareholder directors:

Provided that more than half of the directors shall be citizens of India and shall be residents in India.
(2) The managing director shall not be considered either an independent director or a shareholder director.
(3) Any employee of an information utility may be appointed as a director on its Governing Board in addition to the managing director, but such director shall be deemed to be a shareholder director.
(4) The number of independent directors shall not be less than the number of shareholder directors:
Provided that no meeting of the Governing Board shall be held without the presence of at least one independent director.
(5) An independent director shall be an individual-

(a) who is a person of ability and integrity;
(b) who has expertise in the field of finance, law, management or insolvency;
(c) who is not a relative of the directors of the Governing Board;
(d) who has or had no pecuniary relationship with the information utility, or any of its directors, or any of its shareholders holding more than ten per cent. of its share capital, during the immediately preceding two financial years or during the current financial year;
(e) who is not a shareholder of the information utility; and
(f) who is not a member of the Board of Directors of any of the shareholders holding more than ten per cent. of the share capital of the information utility.

(6) An independent director shall be nominated by the Board from amongst the list of names proposed by the information utility.
(7) An individual may serve as an independent director for a maximum of two terms of three years each or part thereof, or up to the age of seventy years,   whichever is earlier.
(8) The second term referred to in sub-regulation (7) may be subject to a satisfactory performance review of the first term by the Governing Board.
(9) A cooling off period of three years shall be applicable for an independent director to become a shareholder director in the same or another information utility.
(10) The directors shall elect an independent director as the Chairperson of the Governing Board.
(11) A director, who has any interest, direct or indirect, pecuniary or otherwise, in any matter coming up for consideration at a meeting of the Governing Board or any of its Committees, shall as soon as possible after relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and such disclosure shall be recorded in the proceedings of the Governing Board or the Committee, as the case may be, and the director shall not take part in any deliberation or decision of the Governing Board or the Committee with respect to that matter.

9A. Managing director.
(1) An information utility shall, subject to the guidelines issued by the Board from time to time, determine the qualification and experience, manner of appointment, terms and conditions of appointment and other procedural formalities associated with the selection and appointment of the managing director, subject to the condition that-

(a) an individual shall be selected as managing director through an open advertisement in all editions of at least one national daily newspaper;
(b) an individual at the time joining as managing director shall not be above the age of fifty-five years, which may be relaxed by the Governing Board up to sixty years, after recording reasons therefor; and
(c) an individual shall not serve as managing director after he has attained the age of sixty-five years.

(2) The appointment of an individual as the managing director shall be for a tenure of not less than three years but not exceeding five years.
(3) An individual may serve as managing director for a maximum of two terms.
(4) The process of appointment for the second term as managing director shall be conducted afresh.
(5) The appointment and remuneration payable to the managing director shall be approved by a compensation committee constituted by the Governing Board.
(6) The appointment, renewal of appointment and termination of service of the managing director shall be subject to prior approval of the Board.
(7) The managing director shall be liable for removal or termination of services by the Governing Board, with the prior approval of the Board, for failure to give effect to the directions, guidelines and other orders issued by the Governing Board or the Board, or the rules, the articles of association or bye-laws of the information utility or on the ground of misconduct or incapacity to continue in office.
(8) The Board may suo motu remove or terminate the services of the managing director, if it deems fit, in the interest of stakeholders of the insolvency resolution process or in the public interest, after giving a reasonable opportunity of being heard.

9B. Compliance. – 

Every information utility registered as on the date of commencement of the Insolvency and Bankruptcy Board of India (Information Utilities) (Second Amendment) Regulations, 2018, shall comply with regulations 9 and 9A, within one year from the date of such commencement.

9. Composition of the Governing Board.

(1) More than half of the directors of an information utility shall be independent directors at the time of their appointment, and at all times during their tenure as directors:

Provided that no meeting of the Governing Board shall be held without the presence of at least one independent director.

(2) The directors shall elect an independent director as the Chairperson of the Governing Board:

Explanation– For the purposes of this Regulation, any fraction contained in ‘more than half’ shall be rounded off to the next higher number.

IBC-Enforcement Notification [S.O.1005(E)] dated 30/03/2017

The Insolvency and Bankruptcy Board of India (Information Utilities) (Amendment) Regulations, 2017 dated 29/09/2017

The Insolvency and Bankruptcy Board of India (Information Utilities) (Second Amendment) Regulations, 2018 dated 11.10.2018