13.

Declaration of moratorium & public announcement: NCLT, after admission of application u/s 7/ 9/
10, shall, by an order – (a) declare a moratorium u/s 14;(b) cause a public announcement of the initiation of
CIRP and call for the submission of claims u/s 15; and (c) appoint an IRP u/s 16.

14. Moratorium: (1) Subject to S 14(2) &(3), on the ICD, NCLT shall by order declare moratorium for
prohibiting the following, namely: (a) institution of suits/ continuation of pending suits/ proceedings against
CD including execution of any judgement, decree or order in any court, tribunal, arbitration panel or other
authority; (b) transferring, encumbering, alienating or disposing off by CD any of its assets or any legal right
or beneficial interest therein; (c) any action to foreclose, recover or enforce any security interest created by
CD on its property including any action under SARFAEISI; (d) the recovery of any property by an owner/
lessor where such property is occupied by or in possession of CD.
(2) Supply of essential goods/ services to CD 1 shall not be terminated/ suspended/ interrupted during
moratorium period.
(3) S14(1) shall not apply to: (a) transactions notified by CG; (b) a surety in a contract of guarantee to a CD.
(4)Moratorium shall commence from date of order till completion of CIRP. If NCLT approves resolution plan
u/s 31(1) or passes order for liquidation of CD u/s 33, the moratorium shall cease from date of such
approval/ liquidation order.

17. Management of affairs of CD by IRP [r/w R 4 & S 19]: From the date of appointment of IRP - (a)
management of affairs of the CD shall vest in IRP; (b) powers of board of directors [or the partners] of CD
shall stand suspended and be exercised by IRP; (c) officers & managers of CD shall report to IRP and
provide access to such documents & records of CD as may be required by IRP; (d) financial institutions
maintaining accounts of CD shall act on the instructions of IRP in relation to such accounts and furnish all
information relating to CD available with them to IRP. IRP vested with the management of the CD, shall- (a)
act and execute in the name and on behalf of CD all deeds, receipts, and other documents, if any; (b) take
such actions, in the manner and subject to such restrictions, as specified by IBBI; (c) have authority to
access the electronic records of CD from IU having financial information of CD; (d) have the authority to
access the books of accounts, records and other relevant documents of CD available with
government authorities, statutory auditors, accountants and such other persons as may be
specified2; and (e) be responsible for complying with requirements under any law on behalf of CD.

19. Personnel to extend co-operation to IRP: CD’s Personnel, promoters or any other person
associated with management of CD shall extend all assistance & co-operation to IRP as required by him
in managing the affairs of CD, failing which, IRP may make an application to NCLT for necessary
directions. NCLT, on receiving application, shall by an order, direct such personnel/ other person to comply
with instructions of IRP and to co-operate with him in collection of information and management of CD.

20. Management of operations of CD as going concern: IRP shall make every endeavour to protect and
preserve the value of the property of CDandmanage operations of CD as a going concern. IRP shall have
authority- (a) to appoint accountants/legal/ other professionals; (b) to enter into contracts on behalf of CD
1Regulation32: Essential supplies: The essential goods and services referred to in S 14(2) shall mean- (1) electricity; (2) water;
(3) telecommunication services; (4) information technology services, to the extent these are not a direct input to the output
produced or supplied by the corporate debtor. e.g. Water supplied to CD will be essential supplies for drinking and sanitation
purposes, and not for generation of hydro-electricity.
2Regulation 4: Access to books: Without prejudice to S 17(2)(d), IRP may access the books of account, records and other

relevant documents and information, to the extent relevant for discharging his duties under IBC, of the CD held with- (a)
depositories of securities; (b) professional advisors of CD; (c) IUs; (d) other registries that records the ownership of assets; (e)
members, promoters, partners, board of directors and joint venture partners of CD; and (f) contractual counterparties of CD.
or to amend or modify the contracts/ transactions which were entered into before commencement of CIRP;
(c) to raise interim finance [but no security interest shall be created over any encumbered property of CD
without prior consent of the respective creditors whose debt is secured over such encumbered property].
No prior consent of the creditor shall be required where the value of such property is more than double the
amount of the debt; (d) to issue instructions to personnel of CD as may be necessary for keeping CD as a
going concern; and (e) to take all such actions as are necessary to keep CD as a going concern.

18. Duties of IRP: (a) collect all information relating to the assets, finances and operations of CD for
determining the financial position of the CD, including information relating to - (i) business operations for
previous 2 years; (ii) financial & operational payments for previous 2 years; (iii) list of assets & liabilities as
on ICD; and (iv) such other matters as may be specified; (b) receive and collate all the claims submitted by
creditors to him, pursuant to public announcement made u/s 15; (c) constitute a CoC; (d) monitor assets of
CD and manage its operations until a RP is appointed by CoC; (e) file information collected with the IU, if
necessary; and (f) take control & custody of any asset owned by CD as per balance sheet of CD, or with IU
or the depository of securities or any other registry that records ownership of assets including - (i) assets
owned by CD located in a foreign country; (ii) assets that may or may not be in possession of CD; (iii)
tangible assets, movable/ immovable; (iv) intangible assets including IPR; (v) securities including shares
held in any subsidiary of CD, financial instruments, insurance policies; (vi) assets subject to determination
of ownership by a court/ authority; (g) to perform such other duties as specified by IBBI. The term “assets”
shall not include: (a) assets owned by a third party in possession of CD held under trust or under
contractual arrangements including bailment; (b) assets of any Indian or foreign subsidiary of CD; and (c)
such other assets as notified by CG in consultation with any financial sector regulator.

25. Duties of RP: It shall be the duty of RP to preserve & protect the assets of CD, including the continued
business operations of CD. For this, RP shall undertake following actions: (a) take immediate custody &
control of all the assets of CD, including the business records of CD; (b) represent and act on behalf of CD
with third parties, exercise rights for benefit of CD in judicial/ quasi-judicial/ arbitration proceedings; (c) raise
interim finances subject to the approval of CoC u/s 28; (d) appoint accountants, legal or other professionals
in the manner as specified by IBBI; (e) maintain an updated list of claims; (f) convene & attend all meetings
of CoC; (g) prepare IM u/S 29; (h) invite prospective resolution applicants, who fulfill such criteria as laid
down by him with approval of CoC, having regard to the complexity and scale of operations of business of
CD and such other conditions as may be specified by IBBI, to submit a resolution plan or plans; (i) present
all resolution plans at the meetings of CoC; (j) file application for avoidance of transactions in accordance
with Chapter III, if any; and (k) such other actions as may be specified by IBBI.

CIRP PROCESS PART:

16. Appointment & tenure of IRP: NCLT shall appoint IRP within 14 days from ICD. Where application for
CIRP is made by a FC/ OC/ CD, the proposed IRP shall be appointed as IRP, if no disciplinary proceedings
are pending against him. If application for CIRP is made by OC (without proposed IRP), the NCLT shall
make a reference to IBBI for recommendation of IP who may act as IRP. IBBI shall, within 10 days of
receipt of reference from NCLT, recommend the name of IP to NCLT. Term of IRP shall continue till the
date of appointment of RP u/s 22.

15. Public announcement of CIRP [r/w R 6]: Public announcement of CIRP shall contain information set
out in Form A. IP shall make a public announcement immediately (not later than 3 days) on his
appointment as IRP. Public announcement shall- (a) be published- (i) in 1 English and 1 regional language
newspaper; (ii) on website of CD; and (iii) on website of IBBI; (b) state where claim forms can be
downloaded /obtained from; (c) offer choice of 3 IPs identified u/R 4A3 to act as authorised representative
(“AR”) of creditors in each class; and (d) provide last date for submission of proofs of claim, which shall be
14 days from the date of appointment of IRP. Applicant shall bear expenses of public announcement which
may be reimbursed by CoC to the extent it ratifies them4.

CIRP REGULATIONS for Submission of Claims and Verification thereof:

R 7: Claims by OC: Person claiming to be OC (other than workman / employee) of
CD,shallsubmitclaimwithprooftoIRP in person/ by post/ by electronic means in Form B. Such person may
submit clarifications or supplementary documents in support of claim before constitution of CoC. Debt due
to OC may be proved by- (a) records with IU, if any;or (b) other relevant documents, including– (i) a
contract for supply of goods/ services with CD; (ii) an invoice demanding payment for goods/ services
supplied to CD; (iii) anorderofacourt/tribunalthathasadjudicateduponnon-paymentof a debt, if any;or (iv)
financial accounts.

R 8: Claims by FCs: Person claiming to be a FC, other than a FC belongingto a class of creditors, shall
submit claim with proof to IRP in electronic form in Form C. Such person may submit supplementary
documents or clarifications in support of the claim before the constitution of CoC. Existence of debt due to
FC may be proved by: (a) records with IU, if any; or (b) other relevant documents, including– (i) a financial
contract supported by financial statements evidencing debt; (ii) a record evidencing that amounts
committed by FC to CD under a facility has been drawn by CD; (iii) financial statements showing that the
debt has not been paid; or (iv) an order of a court / tribunal that has adjudicated upon the non-payment of a
debt, ifany.

R 8A:Claims by ‘creditors in a class’: Person claiming to be a ‘creditor in a class’ shall submit claim with
proof to IRP in electronic form in Form CA. Debt may be proved by-(a) records with IU, if any;or (b) other
relevant documents, including: (i) agreement for sale; (ii) letter ofallotment; (iii) receipt of payment made;or
(iv) such other document, evidencing existence ofdebt. A creditor in a class may indicate its choice of IP,
from amongst3 choicesprovidedbyIRP inpublic announcement, to act as its AR.

R 9: Claims by workmen andemployees: A person claiming to be a workman/ employee of CD shall

submitclaim with proof to IRP in person,by post or by electronic means in Form D. Such person may

3Regulation4A: Choice of AR: On an examination of books of account and other relevant records of CD, the IRP shall ascertain
class(s) of creditors, if any. For representation of creditors in a class ascertained in the CoC, the IRP shall identify three IPs who
are-(a) not his relatives or related parties; (b) eligible to be IPs u/R 3; and (c) willing to act as AR of creditors in the class. IRP
shall obtain the consent of each IP identified to act as the AR of creditors in the class in Form AB.
4Regulation 31:Insolvency resolution process costs (“CIRP Cost”): “Insolvency resolution process costs” (“CIRP Cost”) u/s
5(13)(e) shall mean- (a) amounts due to suppliers of essential goods and services u/R 32; (b) fee payable to AR u/r 16A(7); (c) out
of pocket expenses of AR for discharge of his functions u/s 25; (d) amounts due to a person whose rights are prejudicially affected
on account of the moratorium imposed u/s 14(1)(d); (e) expenses incurred on or by IRP to the extent ratified u/R 33; (f) expenses
incurred on or by RP fixed u/R 34;and (g) other costs directly relating to CIRP and approved by CoC.
R 33: Costs of IRP: Applicant shall fix the expenses to be incurred on or by IRP. NCLT shall fix expenses where the applicant
has not fixed expenses above. Applicant shall bear the expenses which shall be reimbursed by CoC to the extent itratifies.
Amount of expenses ratified by CoC shall be treated as CIRP Costs.“Expenses” include fee to be paid to IRP, fee to be paid to
IPE, if any, and fee to be paid to professionals, if any, and other expenses to be incurred by IRP.
R 34: RP costs: CoC shall fix the expenses to be incurred on or by RP and the expenses shall constitute CIRP Costs. “expenses”
include the fee to be paid to RP, fee to be paid to IPE, if any, and fee to be paid to professionals, if any, and other expenses to be
incurred by RP.
R 34 A. Disclosure of Costs: IRP/RP shall disclose item wise CIRP Costs in such manner as may be required by IBBI.
submit supplementary documents or clarifications in support of claim, on his own or if required by IRP,
before constitution of CoC. Where there are dues to numerous workmen/ employees of CD, an authorized
representative may submit one claim with proof for all such dues on their behalf in Form E. Existence of
dues to workmen/ employees may be proved by them, individually or collectively on the basis of– (a)
records with IU, if any;or (b) other relevant documents, including– (i) a proof of employment such as
contract of employment for period for which such workman or employee is claimingdues; (ii) evidence of
notice demanding payment of unpaid dues and any documentary or other proof that payment has not been
made;or (iii) anorderofacourt/tribunalthathasadjudicateduponthenon-paymentof a dues, ifany.

R 9A: Claims by other creditors: Person claiming to be a creditor, other than those covered u/ R 7, 8,
or9, shall submit its claim with proof to IRP /RP in person, by post/ by electronic means in Form F.
Existence of claim of the creditor may be provedon the basis of–(a) records in IU, if any,or; (b) other
relevant documents sufficient to establish the claim, including any or all of the following:- (i) documentary
evidence demanding satisfaction of claim; (ii) bank statements of creditor showing non-satisfaction ofclaim;
(iii) an order of court / tribunal that has adjudicated upon non-satisfaction of claim, if any.

R 10: Substantiation ofclaims: IRP/RPmaycallfor such other evidence or clarification as he deems fit from
a creditor for substantiating the wholeor part of itsclaim.

R 11: Cost of proof: A creditor shall bear the cost of proving the debt.
R 12: Submission of proof ofclaims: A creditor shall submit claim with proof on or before the last date
mentioned in publicannouncement. Creditor, who fails to submit claim with proof within the time stipulated
in public announcement, may submit the claim with proof to IRP /RP, on or before the 90th day of ICD.
Where creditor is a FC u/R 8, it shall be included in the CoC from the date of admission of suchclaim. Such
inclusion shall not affect validity of any decision taken by CoC prior to suchinclusion.

R 13: Verification ofclaims: IRP/RPshall verify every claim, as on the ICD, within 7 days from the last date
of the receipt of claims, and thereupon maintain a list of creditors containing names of creditors with the
amount claimed by them, the amount of their claims admitted and the security interest, if any, in respect of
such claims, and updateit. List of creditors shall be: (a) available for inspection by persons who submitted
proofs ofclaim; (b) available for inspection by members, partners, directors and guarantors of CD; (c)
displayed on website of CD; (d) filed with NCLT;and (e) presented at first meeting of CoC.

R 14: Determination of amount ofclaim: Where amount claimed by a creditor is not precise due to any
contingency or other reason, IRP/RP shall make ‘best estimate’ of amount of claim based on information
available withhim. IRP/RP shall revise the amounts of claims admitted, including estimates of claims
made,assoonasmaybepracticable,whenhecomesacrossadditionalinformation warranting suchrevision.

R 15: Debt in foreign currency: Claims denominated in foreign currency shall be valued in Indian
currency at the official exchange rate as on the ICD.
“officialexchangerate”isthereferenceratepublishedbyRBI or derived from such reference rates.

21. CoC [r/w R 16, 17] [16A &16B for ARs]: IRP shall after collation of all claims received against CD and
determination of the financial position of CD, constitute a CoC. CoC shall comprise all independent FCs of
CD. A FC [or AR of FC referred to in S 24(5), 24(6) or 24(6A)], if it is a related party of CD,shall not have
any right of representation, participation or voting in a meeting of CoC [but it shall not apply to a FC,
regulated by a financial sector regulator, if it is a ‘related party’ of CD solely due to conversion or
substitution of debt into equity shares or instruments convertible into equity shares, prior to the ICD].
Subject to S 21(6) and (6A)5, whereCD owes financial debts to 2 or more FCs as part of a consortium or
agreement, each such FC shall be part of CoC and their voting share shall be determined on the basis of
the financial debts owed to them. If a person is a FC as well as an OC, such person shall be - (a) a FC to
the extent of the financial debt owed by CD, and shall be included in COC, with voting share proportionate
to the extent of financial debts; (b) a OC to the extent of the operational debt owed by CD. Where OC has
assigned/ legally transferred any operational debt to a FC, the assignee or transferee shall be considered
as OC to the extent of such assignment/ legal transfer. IBBI may specify the manner of voting and the
determining of the voting share in respect of financial debts covered u/s 21(6) and (6A).

CoC with only OCs[R 16]: Where a CD does not have any FCs (i.e. if
CDhasnofinancialdebtorwhereallFCs arerelated parties of CD), the CoC shall be constituted as under: (a)
18 largest OCs byvalue (but if number of OCs is less than 18, CoC shall include all such OCs); (b) 1
representative elected by all workmen (other than those workmen included in (a)above);and (c) 1
representative elected by all employees (other than those employees included in (a) above). CoC member
shall have voting rights in proportion of the debt due to such creditor or debt represented by such
representative, to the ‘totaldebt’. ‘total debt’ is the sum of- (a)+(b)+(c). A CoC formed under this Regulation
and its members shall have the same rights, powers, duties and obligations as a CoC comprising FCs and
its members.

CoC shall have the right to require RP to furnish any financial information in relation to CD at any time
during CIRP, which RP shall make available to CoC within a period of 7 days of such requisition.

R 17: CoC: IRP shall file a report certifying constitution of CoC to NCLT within 2 days of verification of
claims received u/R 12(1). IRP shall hold 1st meeting of CoC within 7 days of filing the report. Where
appointment of RP is delayed, IRP shall perform functions of RP from 40th day of ICD till a RP is appointed
u/s 22.

R 16A: Authorised representative (“AR”): IRP shall select the IP, who is the
choiceofthehighestnumberofFCs intheclassinFormCAreceivedu/R 12(1), to act as the AR of CoC of
respective class. The choice for IP to act as AR in Form CA received u/R 12(2) shall not be considered.
IRP shall apply to NCLT for appointmentofARsselectedu/R 12(1)within2 days of verification of claims
received u/R 12(1). Any delay in appointment of the AR for any class of creditors shall not affect the validity

5(6) Where the terms of the financial debt extended as part of a consortium arrangement or syndicated facility provide for a single
trustee or agent to act for all FCs, each FC may- (a) authorise the trustee or agent to act on his behalf in CoC to the extent of his
voting share; (b) represent himself in CoC to the extent of his voting share; (c) appoint an IP (other than the RP) at his own cost
to represent himself in CoC to the extent of his voting share; or (d) exercise his right to vote to the extent of his voting share with
one or more FCs jointly or severally.
(6A) Where a financial debt— (a) is in the form of securities or deposits and the terms of the financial debt provide for
appointment of a trustee or agent to act as AR for all FCs, such trustee or agent shall act on behalf of such FCs; (b) is owed to a
class of creditors exceeding the number as may be specified, other than the creditors covered under sub-section 6(a), IRP shall
make an application to NCLT along with the list of all FCs, containing the name of an IP (other than IRP) to act as their AR who
shall be appointed by NCLT prior to the first meeting of CoC; (c) is represented by a guardian, executor or administrator, such
person shall act as AR on behalf of such financial creditors, and such AR under clause (a) or clause (b) or clause (c) shall attend
the meetings of CoC, and vote on behalf of each FC to the extent of his voting share.
The remuneration payable to the AR- (i) under clauses (a) and (c) above, if any, shall be as per the terms of the financial debt or
the relevant documentation; and; (ii) under clause (b) above, shall be as specified which shall be form part of the CIRP costs.]
of any decision taken by CoC. IRP shall provide the list of creditors in each class to the respective AR
appointed by NCLT. IRP/RPshall provideanupdatedlistofcreditorsineachclasstotherespectiveAR as and
when the list isupdated. The AR shall have no role in receipt or verification of claims of creditors of the
class he represents. IRP/RPshall provideelectronicmeansofcommunicationbetweentheARandthe creditors
in theclass. The voting share of a creditor in a class shall be in proportion to the financial debt which
includes an interest at the rate of 8% p.a. unless a different rate hasbeen agreed to between theparties.
The AR of creditors in a class shall be entitled to receive fee for every meeting of CoC attended by him in
the following manner, namely:
Number of creditors in the class Fee per meeting of CoC (Rs.)
10-100 15,000
101-1000 20,000
More than 1000 25,000

AR shall circulate the agenda to creditors in a class and announce the voting window at least 24 hours
before the window opens for voting instructions and keep the voting window open for at least 12 hours.

Regulation 16B: CoC with only creditors in a class: Where CD has only creditors in a class and no
other FC eligible to join CoC, the CoC shall consist of only the AR(s).

Save as otherwise provided in IBC, all decisions of CoC shall be taken by a vote of not less than 51% of
voting share of FCs.

28. Prior Approval (66%) of CoC: Notwithstanding anything contained in any law, RP, during CIRP, shall
not take any of the following actions without prior approval of CoC: (a) raise any interim finance in excess of
the amount decided by CoC in their meeting; (b) create any security interest over the assets of CD; (c)
change capital structure of CD, including by way of issuance of additional securities, creating a new class
of securities or buying back or redemption of issued securities in case CD is a company; (d) record any
change in the ownership interest of CD; (e) give instructions to banks of CD to debit transaction from any
accounts in excess of amount decided by CoC; (f) undertake any related party transaction; (g) amend any
constitutional documents of CD; (h) delegate its authority to any other person; (i) dispose of or permit the
disposal of shares of any shareholder of CD or their nominees to third parties; (j) make any change in the
management of CD or its subsidiary; (k) transfer rights or financial debts or operational debts under
material contractsotherwise than in the ordinary course of business; (l) make changes appointment/ terms
of contract of statutory auditors or internal auditors of CD or such personnel as specified by CoC.
RP shall convene a meeting of CoC and seek vote of creditors prior to taking any of the actions above. No
action above shall be approved by CoC unless approved by a vote of 66% of voting shares. If any of the
above action is taken by RP without seeking approval of CoC as above, such action shall be void. CoC
may report the actions of RP to IBBI for taking necessary actions against him under IBC.

22. Appointment of RP. - The first meeting of CoC shall be held within 7 days of constitution of CoC. The
CoC, may, in the first meeting, by 66% of the voting share of FCs, resolve to – (a) appoint the IRP as a RP;
or (b) replace IRP by another RP. Where CoC resolves to continue IRP as RP, subject to a written consent
from IRP in Form AA, it shall communicate its decision to IRP, the CD and the NCLT. If CoC resolves to
replace IRP, it shall file an application before NCLT for appointment of proposed RP along with a written
consent from the proposed RP in Form AA. NCLT shall forward the name of proposed RP to IBBI for
confirmation and shall make such appointment after confirmation by IBBI. Where IBBI does not confirm
name of proposed RP within 10 days of the receipt of name of proposed RP, the NCLT shall, by order,
direct IRP to continue to function as RP until such time as IBBI confirms the appointment of proposed RP.

27. Replacement of RP by CoC: Where, at any time during CIRP, CoC is of the opinion that RP appointed
u/s 22 is required to be replaced, it may replace him with another RP. CoC may, at a meeting, by a vote of
66% of voting shares, resolve to replace RP appointed u/s 22 with another RP, subject to a written consent
from the proposed RP in Form AA.CoC shall forward the name of proposed IP by them to NCLT. NCLT
shall forward the name of the proposed RP to IBBI for its confirmation and a RP shall be appointed in the
same manner as laid down in S 16. If any disciplinary proceedings are pending against proposed RP, the
RP appointed u/s 22 shall continue till the appointment of another RP.

23. RP to conduct CIRP: Subject to S 27, RP shall conduct CIRP and manage the operations of CD
during CIRP period. RP shall, if the resolution plan u/s 30(6) has been submitted, continue to manage the
operations of CD after the expiry of CIRP period until an order is passed by the NCLT u/s 31.RP shall
exercise powers and perform duties as are vested or conferred on IRP under this Chapter. In case of any
appointment of a RP u/s 22(4), IRP shall provide all the information, documents and records pertaining to
the CD in his possession and knowledge to RP.

CONDUCT OF CORPORATE INSOLVENCY RESOLUTION PROCESS

R 27: Appointment of registered valuers: RP shall within 7 days of his appointment, but not later than
47th day from the ICD, appoint 2 registered valuersto determine the fair value and the liquidation value of
the CD in accordance with R 35 6. Following persons shall not be appointed as registered valuers:(a)a
relative of RP; (b) a related party of CD; (c) auditor of CD at any time during 5 years preceding ICD;or (d) a
partner/ director of the insolvency professional entity (“IPE”) of which RP is a partner ordirector.

R 28: Transfer of debt due to creditors: If acreditor assigns/ transfers the debt due to such creditor to
any other person during CIRP period, both parties shall provide to IRP/RP,thetermsofsuch assignment/
transfer and the identity of assignee/ transferee. RP shallnotifyeachparticipantandNCLTof any resultant
change in CoCwithin 2 days of suchchange.

R 29: Sale of assets outside the ordinary course ofbusiness- RP may sell unencumbered asset(s) of
CD, other than in the ordinary course of business, if- (a) he is of the opinion that such a sale is necessary
for a better realisation of value under the facts of each case; (b) approved by CoC with a vote of 66% of
voting share. Book value of all assets sold herein during CIRP period in aggregate shall not exceed 10% of
the total claims admitted by IRP. Abonafidepurchaserofassetssoldhereinshallhaveafreeandmarketable title
to such assets notwithstanding the terms of constitutional documents of CD,SHA,JV
agreementorotherdocumentofa similarnature.
6 Regulation 35: Fair value and Liquidationvalue: Fair value and liquidation value shall be determined in the
followingmanner:- (a) the 2 registered valuers appointed u/R 27 shall submit to RP an estimate of the fair value and of the
liquidation value computed in accordancewithinternationallyacceptedvaluationstandards,afterphysicalverificationof the inventory
and fixed assets of CD; (b) if in the opinion of RP, the two estimates of a value are significantly different, he may appoint another
registered valuer who shall submit an estimate of the value computed in the same manner;and (c)
theaverageofthetwoclosestestimatesofavalueshallbeconsideredthefairvalueorthe liquidation value, as the case maybe. After the
receipt of resolution plans in accordance with IBC and these regulations, RP
shallprovidethefairvalueandtheliquidationvaluetoeverymember of CoC in electronic form, on receiving an undertaking from the
member to the effect that such member shall maintain confidentiality of the fair value and the liquidation
valueandshallnotusesuchvaluestocauseanunduegainorunduelosstoitselforanyother person and comply with the requirements u/s
29(2). RP andregisteredvaluersshallmaintainconfidentialityofthefair value and the liquidationvalue.
R 30: Assistance of local districtadministration: IRP/RP may make applicationtoNCLT
foranorderseekingassistanceofthelocaldistrict administration in discharging his duties under IBC/the
Regulations.

24. Meeting of CoC: Members of CoC may meet in personorby such other electronic means as specified.
All meetings of CoC shall be conducted by RP. RP shall give notice of each meeting of the CoC to- (a)
members of CoC, including the ARs u/ S 21(5), 21(6) and 21(6A); (b) members of suspended Board of
Directors (or the partners) of CD; (c) OC or their representatives if the amount of their aggregate dues is
not less than 10% of the debt. Directors, partners and one representative of OC may attend the meetings of
CoC, but shall not have any right to vote in such meetings. Absence of any such director, partner or
representative of OC, shall not invalidate proceedings of such meeting.
Subject to S 21(6), (6A) and (6B), any creditor who is a member of CoC may appoint an IP other than the
RP to represent such creditor in a meeting of CoC. Fees payable to such IP representing any individual
creditor will be borne by such creditor. Each creditor shall vote as per the voting share assigned to him
based on financial debts owed to such creditor. RP shall determine the voting share to be assigned to each
creditor in the manner specified by IBBI. Meetings of CoC shall be conducted in such manner as specified.

R 18: Meetings of CoC: RP may convene a meeting of CoC as and when he considers necessary, and
shall convene a meeting if a request is made by members of CoC representing 33% voting rights.

R 19: Subject to this Regulation, a meeting of CoC shall be called by giving not less than 5 days’
notice in writing to every participant, at address it has provided to RPandsuchnoticemaybesentbyhand
delivery,orbypostbutin any event, be served on every participant by electronic means in accordance
with R 20. CoC may reduce notice period from 5 days to such other period of not less than 24 hours
(and not less than 48 hours if there is any AR), as it deems fit.

R 20: Service of notice by electronicmeans: A notice by electronic means may be sent to the
participants through e-mail as a text or as an attachment to e-mail or as a notification providing electronic
link or URL for accessing suchnotice. The subject line e-mail shall state the name of CD, the place,ifany,the
time and the date on which the meeting is scheduled. Ifnoticeissentinnon-editableattachmenttoane-
mail,suchattachmentshall be in PDF or in a non-editable format together with a 'link or instructions' for
recipient for downloading relevant version of software. When notice is sent by an e-mail, the RP shall
ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a
record of each recipient to whom the notice hasbeen sent and copy of such record and any notices of any
failed transmissions and subsequent re-sending shall be retained as ‘‘proof of sending’’. TheobligationofRP
shallbesatisfiedwhenhetransmitsthee-mail and he shall not be held responsible for a failure in transmission
beyond itscontrol. Notice made available on electronic link or URL shall be readable, and the recipient
should be able to obtain and retain copies and RP shall give the complete URL or address of website and
full details of how to access the document orinformation. If a participant, other than a member of CoC, fails
to provide or update the relevant e-mail address to RP, the non-receipt of such notice by such participant of
any meeting shall not invalidate the decisions taken at suchmeeting.

R 21: Contents of the notice for meeting: Notice shall inform the participants of venue, the time and date
of meetingand of the option available to them to participate through video conferencing or other audio and
visual means, and shall also provide all necessary information to enable participation through video
conferencing or other audio and visualmeans.
Noticeshallprovidethataparticipantmayattendandvoteinthemeeting either in person or through an authorized
representative [such participant shall inform RP, in advance of the meeting, of the identity of the authorized
representative who will attend and vote at the meeting on its behalf]. The notice of the meeting shall contain
the following: (i) a list of the matters to be discussed at themeeting; (ii) a list of the issues to be voted upon
at the meeting;and (iii) copies of all documents relevant to the matters to be discussed and theissues to be
voted upon at themeeting.
Notice shall- (a) statetheprocessandmannerforvotingbyelectronicmeansandthetimeschedule, including the
time period during which the votes may becast: (b) provide the login ID and the details of a facility for
generating password and for keeping security and casting of vote in a secure manner;and (c) provide
contact details of the person who will address the queries connected with the e-voting.

R 22: Quorum: A CoC meeting shall quorate if members of CoC representing at least 33% of voting rights
are present either in person or by video conferencing or other audio and visualmeans. CoCmay modify the
percentage of voting rights required for quorum for any future meetings of CoC. Where a meeting of CoC
could not be held for want of quorum, unless CoC has previously decided otherwise, the meeting shall
automatically stand adjourned at the same time and place on the nextday. The adjourned meeting shall
quorate with the members of CoC attending the meeting.

R 23: Participation through videoconferencing: Notice convening the meetings of CoC shall provide the
participants an option to attend the meeting through video conferencing or other audio and visual means in
accordance with this Regulation. TheRP shallmakenecessaryarrangementstoensureuninterruptedand clear
video or audio and visualconnection. RP shall take due and reasonablecare- (a) to safeguard the integrity
of the meeting by ensuring sufficient security and identificationprocedures; (b) to ensure availability of
proper video conferencing or other audio and visual equipment or facilities for providing transmission of the
communications for effective participation of the participants at themeeting; (c) to record proceedings and
prepare the minutes of themeeting; (d) to store for safekeeping and marking the physical recording(s) or
other electronic recording mechanism as part of the records of CD; (e) to ensure that no person other than
the intended participants attends or has access to the proceedings of the meeting through video
conferencing or other audio and visual means;and (f) to ensure that participants attending the meeting
through audio and visual means are able to hear and see, if applicable, the other participants clearly during
the course of themeeting. The persons, who are differently abled, may make request to RP to allow a
person to accompany him at the meeting.
Whereameetingisconductedthroughvideoconferencingorotheraudioandvisualmeans,
thescheduledvenueofthemeetingassetforthinthenoticeconveningthemeeting,which shall be in India, shall be
deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be
deemed to be made at suchplace.

R 24: Conduct ofmeeting: RP shall act as the chairperson of the meeting of CoC. At the commencement
of a meeting, RP shall take a roll call when every participant attending through video conferencing or other
audio and visual means shall state, for the record, the following,- (a) his name; (b) whether he is attending
in the capacity of a member of CoC or any other participant; (c) whether he is representing a member or
group ofmembers; (d) the location from where he isparticipating; (e) that he has received the agenda and
all the relevant material for the meeting;and (f) that no one other than him is attending or has access to the
proceedings of the meeting at the location of thatperson.
After the roll call, RP shall inform the participants of the names of all persons who are present for the
meeting and confirm if the required quorum is complete. RP shall ensure that the required quorum is
present through-out the meeting. From the commencement of the meeting till its conclusion, no person
other than the participantsandanyotherpersonwhosepresenceisrequiredbyRP shall be allowed access to
the place where meeting is held or to the video conferencing or other audio and visual facility, without the
permission of RP. RP shall ensure that minutes are made in relation to each meeting of CoC and such
minutes shall disclose the particulars of the participants who attended the meeting in person, through video
conferencing, or other audio and visual means. RP shall circulate the minutes of the meeting to all
participantsby electronic means within 48 hours of the saidmeeting.

R 25: Voting by CoC: The actions listed in section 28(1) shall be considered in meetings of CoC.
Anyactionotherthanthoselistedinsection28(1)requiringapprovalofCoC may be considered in meetings of
CoC. RP shall take a vote of the members of CoC present in the meeting, on any item listed for voting after
discussion on thesame. At the conclusion of a vote at the meeting, RP shall announce the decision taken
on items alongwith the names of the members of CoC who voted for or against the decision, or abstained
fromvoting. RP shall-(a) circulate the minutes of the meeting by electronic means to all members of CoC
and the AR, if any, within 48 hours of the conclusion of the meeting;and (b) seek a vote of the members
who did not vote at the meeting on the matters listed for voting, by electronic voting system in accordance
with R 26wherethevotingshall be kept open for at least 24 hours from the circulation of theminutes. The AR
shall circulate the minutes of the meeting received by him to creditors in a class and announce the voting
window at least 24 hours before the window opens for voting instructions and keep the voting window open
for at least 12 hours.
R 26: Voting through electronic means: RP shall provide each member of CoC the means to exercise its
vote by either electronic means or through e-voting system as per thisRegulation. TheAR
shallexercisethevoteseitherbyelectronicmeansorthrough e-
votingasperthevotinginstructionsreceivedbyhimfromcreditors in the class pursuant to R 25(6). At the end of
the voting period, the voting portal shall forthwith beblocked. At the conclusion of a vote held, RP shall
announce and make a written record of the summary of the decision taken on a relevant agenda item along
with the names of the members of CoC who voted for or against the decision, or abstained fromvoting. RP
shall circulate a copy of the record made toallparticipantsbyelectronicmeanswithin24
hoursoftheconclusionofthe voting.

25A. Rights and duties of AR of FCs: ARu/s 21(6) or 21(6A) or 24(5) shall have the right to participate
and vote in meetings of CoC on behalf of FC he represents in accordance with the prior voting instructions
of such creditors obtained through physical or electronic means. It shall be duty of AR to circulate agenda &
minutes of meeting of CoCto FC he represents. AR shall not act against the interest of FC he represents
and shall always act as per their prior instructions. If AR represents several FCs, then he shall cast his vote
in respect of each FC as per the instructions received from each FC, to the extent of his voting share. If any
FC does not give prior instructions through physical or electronic means, the Authorised Representative
shall abstain from voting on behalf of such creditor. AR shall file with CoC any instructions received by way
of physical or electronic means, from FC he represents, for voting in accordance therewith, to ensure that
the appropriate voting instructions of FC he represents is correctly recorded by IRP/RP.

26. Application for avoidance of transactions not to affect proceedings: The filing of an avoidance
application u/s 25(2)(j) by RP shall not affect the proceedings of CIRP.
Regulation 5: Extortionate credit transaction: A transaction shall be considered extortionate under
section 50(2) where the terms:(1) require CD to make exorbitant payments in respect of the credit provided;
or (2) are unconscionable under the principles of law relating to contracts.
Regulation 35A. Preferential and other transactions: On or before the 75th day of ICD, RP shall form an
opinion whether CD has been subjected to any transaction covered u/s 43, 45, 50 or66. WhereRP
isoftheopinionthatCD hasbeensubjected to any transactions covered u/s 43, 45, 50 or 66, he shall make a
determination on or before 115th day of ICD, under intimation IBBI. Where the RP makes a determination,
heshall apply to NCLT for appropriate relief on or before 135th day of the ICD.

29. Preparation of information memorandum (“IM”): RP shall prepare IM for formulating a resolution
plan. RP shall provide to the resolution applicant access to all relevant information in physical and
electronic form, provided such resolution applicant undertakes- (a) to comply with provisions of law relating
to confidentiality and insider trading; (b) to protect any IPR of CD it may have access to; and (c) not to
share relevant information with third parties unless clauses (a) and (b) above are complied with. “relevant
information” means the information required by the resolution applicant to make the resolution plan for CD,
which shall include the financial position of CD, all information related to disputes by or against CD and any
other matter pertaining to CD as may be specified.
R 36: IM: After receiving NDA from the members of CoC, RP shall submit IM in electronic form to each
member of CoC within 2 weeks of his appointment,butnotlaterthan54 th dayfromtheICD, whichever is earlier.
IM shall contain the following details of CD- (a) assetsandliabilitieswithsuchdescription,asonICD, as are
generally necessary for ascertaining theirvalues. ‘Description’ includes the details such as date of
acquisition, cost of acquisition, remaining useful life, identification number, depreciation charged, book
value, and any other relevantdetails; (b) the latest annual financial statements; (c) audited financial
statements of CD for the last 2 financial years and provisional financial statements for the current financial
year made upto a date not earlier than 14 days from the date of the application; (d) a list of creditors
containing the names of creditors, the amounts claimed by them, the amount of their claims admitted and
the security interest, if any, in respect of suchclaims; (e) particulars of a debt due from or to the CD with
respect to related parties; (f) details of guarantees that have been given in relation to the debts of CD by
other persons, specifying which of the guarantors is a relatedparty; (g) the names and addresses of the
members or partners holding at least 1% stake in CD along with the size ofstake; (h)
detailsofallmateriallitigationandanongoinginvestigationorproceedinginitiated by Government and statutory
authorities;(i) the number of workers and employees and liabilities of CD towards them; (j) other
information, which the RP deems relevant to CoC.
A member of CoC may request RP for further information of the nature described in this Regulation and RP
shall provide such information to all members within reasonable time if such information has a bearing on
the resolution plan. RP shall share the IM after receiving an undertaking from a member of CoC to the
effect that such member or resolution applicant shall maintain confidentiality of the information and shall not
use such information to cause an undue gain or undue loss to itself or any other person and comply with
the requirements u/s 29(2).