| Regulation | Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. | Insolvency and Bankruptcy Board of India (Liquidation Process) (Second Amendment) Regulations, 2022. | Comments |
| Reg 2B Compromise or arrangement sub-regulation (1), after the proviso, the following proviso shall be inserted | | | |
| Reg 4 Liquidator fee after sub-regulation (1), sub-regulation (1A) shall be inserted sub-regulation (2) | Provided further that where the recommendation to explore proposal of compromise or arrangement has been made by the committee under regulation 39BA of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the liquidator shall file the proposal within thirty days of the order of liquidation.” | The proposal of compromise or arrangement has to be file by the liquidator within thirty days of the order of liquidation. | |
| Regulation 12 Public Announcement in sub-regulation (2), after clause (b), | Where no fee has been fixed under sub-regulation (1), the consultation committee may fix the fee of the liquidator in its first meeting.” In cases other than those covered under sub-regulation (1) and (1A) , the liquidator shall be entitled to a fee | The consultation committee can fix the fees of the liquidator in its first meeting After the figure and brackets “(1)”, the word, figure, letter and brackets “ and (1A)” shall be inserted. | If stakeholder does not submit the claim during the liquidation process the claim submitted by such a stakeholder and duly collated by the IRP and RP during CIRP shall be deemed to be submitted under section 38 |
| New Reg- 12A is inserted Process Email ID | | The liquidator shall operate the process email account handed over to him by the resolution professional in accordance with regulation 4C of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations,2016 and in the event of his replacement, the credentials of such email ID shall be handed over to the new liquidator. | The liquidator shall operate the process email account handover by the RP and in case of replacement the credentials of such mail id shall be handed over to new liquidator. |
| Reg 15 Progress Report Sub Reg (4) | The liquidator shall submit Progress Reports to the Adjudicating Authority A Progress Report shall enclose a statement indicating any material change in expected realization of any property proposed to be sold, along with the basis for such change: Provided that this statement shall not be accessible to any person during the course of liquidation, unless permitted by the Adjudicating Authority. | The liquidator shall submit Progress Reports in the format stipulated by the Board, to the Adjudicating Authority and the Board Omitted | The words “Progress Reports to the Adjudicating Authority”, the words “Progress Reports, in the format stipulated by the Board, to the Adjudicating Authority and the Board” shall be substituted Omitted |
| Reg 30 Verification of claims New proviso inserted | | Provided that the liquidator shall also verify the claims collated during the corporate insolvency resolution process but not submitted during the liquidation process, within thirty days from the last date for receipt of claims during liquidation process and may either admit or reject the claim, in whole or in part | The liquidator shall verify the claims collated during CIRP process but not submitted during the liquidation process within thirty days from the last date for receipt of claims during liquidation process |
| Reg 31 A Stakeholder Consultation Committee After sub reg(1) new regulation inserted sub-regulation (2) sub-regulation (3) sub-regulation (4) new sub reg (4A) is inserted Sub regulation 6 Sub reg 9 Sub reg 10 Proviso New sub regulation inserted | The liquidator shall constitute a consultation committee within sixty days from the liquidation commencement date, based on the list of stakeholders prepared under regulation 31, to advise him on matters relating to- (a) appointment of professionals and their remuneration under regulation 7; (b) sale under regulation 32, including manner of sale, pre-bid qualifications, reserve price, amount of earnest money deposit, and marketing strategy The liquidator may facilitate the stakeholders of each class to nominate their representatives for inclusion in the consultation committee. The liquidator shall convene a meeting of the consultation committee when he considers it necessary and shall convene a meeting of the consultation committee when a request is received from at least fifty-one percent of representatives in the consultation committee. The consultation committee shall advise the liquidator, by a vote of not less than sixty-six percent of the representatives of the consultation committee, present and voting Provided that where the liquidator takes a decision different from the advice given by the consultation committee, he shall record the reasons for the same in writing [and mention it in the next progress report | The liquidator shall constitute a consultation committee, comprising of all creditors of the corporate debtor, within sixty days from the liquidation commencement date, based on the list of stakeholders prepared under regulation 31, to advise him on matters relating to- (a) remuneration of professionals appointed under regulation 7; (b) sale under regulation 32, including manner of sale, pre-bid qualifications, reserve price, marketing strategy and auction process.; (c) fees of the liquidator; (d) valuation under sub- regulation (2) of regulation 35; (e) the manner in which proceedings in respect of preferential transactions, undervalued transaction, extortionate credit transaction or fraudulent or wrongful trading, if any, shall be pursued after closure of liquidation proceedings and the manner in which the proceeds, if any, from these proceedings shall be distributed The committee of creditors under section 21 shall function as the consultation committee with same voting rights till constitution of the consultation committee under sub-regulation (1)” The voting share of a member of the consultation committee shall be in proportion to his admitted claim in the total admitted claim Provided a secured creditor who has not relinquished his security interest under section 52 shall not be part of the consultation committee; Provided that the promoters, directors, partners or their representatives may attend the meeting of the consultation committee, but shall not have any right to vote. Provided further that a financial creditor or his representative, if he is a related party of the corporate debtor, shall not have right to vote The liquidator may facilitate the stakeholders of each class namely financial creditors in a class, workmen, employees, government departments, other operational creditors, shareholders, partners, to nominate their representative for participation in the consultation committee. the representative under sub-regulation (3) or (4) shall vote in proportion to the voting share of the stakeholders it represents The liquidator shall convene the first meeting of the consultation committee within seven days of the liquidation commencement date and may convene other meetings, if he considers necessary, on a request received from one or more members of the consultation committee: Provided that when a request is received by the liquidator from members, individually or collectively, having at least thirty three percent of the total voting rights, the liquidator shall mandatorily convene the meeting. The consultation committee shall advise the liquidator, by a vote of not less than sixty-six percent of the representatives of the consultation committee, voting Provided that where the liquidator takes a decision different from the advice given by the consultation committee, he shall record the reasons for the same in writing submit the records relating to the said decision, to the Adjudicating Authority and to the Board within five days of the said decision; and include it in the next progress report The consultation committee, after recording the reasons, may by a majority vote of not less sixty-six per cent., propose to replace the liquidator and shall file an application, after obtaining the written consent of the proposed liquidator in Form AA of the Schedule II, before the Adjudicating Authority for replacement of the liquidator : Provided that where a liquidator is proposed to be replaced, he shall- (a) continue to work till his replacement; and (b) be suitably remunerated for work performed till his replacement. Provided that where a consultation committee under Regulation 31A has been constituted before the commencement of Insolvency and Bankruptcy Board of India (Liquidation Process) (Second Amendment) Regulations, 2022, the liquidator within thirty days of the commencement of the said Regulations, shall reconstitute the consultation committee as required under the said Regulations and provisions provided under amended Regulation 31A shall come into effect only after such constitution.” | Consultation committee shall comprise of all the creditors of the corporate debtor. The Committee of creditors shall function as consultation committee with same voting right The liquidator may facilitate the stakeholders of each class namely financial creditors in a class, workmen, employees, government departments, other operational creditors, shareholders, partners, to nominate their representative for participation in the consultation committee. The representative shall vote in proportion to the voting share of the stakeholders it represent The first meeting of consultation committee shall be convene within seven days of the liquidation commencement date The words “present and voting”, the word “voting” shall be substituted The words “mention it in the next progress report”, the words “submit the records relating to the said decision, to the Adjudicating Authority and to the Board within five days of the said decision; and include it in the next progress report” shall be substituted. The consultation committee by majority of vote not less than 66% propose to replace liquidator and file application after obtaining the consent of the proposed liquidator in Form AA |
| Reg 32 A Sale as a going Concern Sub reg (4) | If the liquidator is unable to sell the corporate debtor or its business under clause (e) or (f) of regulation 32 within ninety days from the liquidation commencement date, he shall proceed to sell the assets of the corporate debtor under clauses (a) to (d) of regulation 32 | The liquidator may sell the assets of the corporate debtor under clause (e) of regulation 32 exclusively only at the first auction | The asset of the corporate debtor can be sell by the liquidator exclusively only at the first auction |
| Reg 32 B Conduct of meetings of the Consultation Committee New reg inserted | | Save as otherwise provided under Chapter III of Part II of the Code and these Regulations, the provisions of regulations 18 to 26 of Chapter VI and Chapter VII of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 shall apply mutatis mutandis to meetings of the consultation committee under liquidation proceedings. | |
| Reg 34 Asset Memorandum Sub reg (1) Sub reg (2) newly inserted Sub reg 5 | On forming the liquidation estate under section 36, the liquidator shall prepare an asset memorandum in accordance with this Regulation within seventy-five days from the liquidation commencement date The asset memorandum shall not be accessible to any person during the course of liquidation, unless permitted by the Adjudicating Authority. | For cases under sub-regulation (1) of regulation 35, the liquidator shall, within thirty days from the liquidation commencement date, prepare an asset memorandum in accordance with this regulation based on the information memorandum prepared under section 29, with suitable modifications.” For cases covered under sub-regulation (2) of regulation 35, the liquidator shall prepare an asset memorandum in accordance with this Regulation within seventy-five days from the liquidation commencement date The liquidator shall share the asset memorandum with the Board and members of the consultation committee having voting rights after receiving an undertaking from each member that such member 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 | The liquidator has to prepare the asset memorandum within thirty days of the liquidation commencement date for cases under sub reg (1) of reg 35 The liquidator has to prepare the asset memorandum within seventy five days of the liquidation commencement date for cases under sub reg (2) of reg 35 Asset memorandum can be share with the board and the member of the consultation committee after taking the undertaking from the each member. |
| Reg 44 Completion of Liquidation | Provided that where the sale is attempted under sub-regulation (1) of regulation 32A, the liquidation process may take an additional period up to ninety day | Provided that where the sale is attempted under sub-regulation (1) of regulation 32A, the liquidation process may take an additional period up to ninety day | Proviso is omitted |
| Reg 44A Treatment of Avoidance Transaction New reg inserted | | The liquidator shall, on the advice of the consultation committee, provide in the application along with the final report filed under regulation 45 for the manner in which proceedings in respect of avoidance transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the dissolution or closure of liquidation process and the manner in which the proceeds, if any, from such proceedings shall be distributed | |
| Reg 45 A Preservation of records | | (1) The liquidator shall preserve copies of all such records which give a complete account of the liquidation process. (2) Without prejudice to the generality of the provisions of sub-regulation (1), the liquidator shall preserve copies of records relating to or forming the basis of:- a) his appointment as liquidator, including the terms of appointment; b) handing over and taking over of the assignment; c) admission of corporate debtor into liquidation; d) public announcement; e) the constitution of consultation committee and minutes of consultation committee meetings during liquidation process; f) claims, verification of claims, and list of stakeholders; g) details of relinquishment or otherwise by secured creditors in liquidation process; h) engagement of professionals, registered valuers, etc. including work done, reports etc., submitted by them; i) Invitation, consideration and approval of plans / proposals / scheme received, in case of going concern sale in liquidation process or compromise or arrangement under section 230 of the Companies Act, 2013; j) all filings with the Adjudicating Authority, Appellate Authority, High Courts, Supreme Court, whichever applicable and their orders; k) statutory filings with Board and insolvency professional agencies; l) correspondence during the liquidation process; m) cost of liquidation process; n) all reports, registers, documents such as preliminary report, asset memorandum, progress reports, asset sale report, annual status report, final report prior to dissolution, various registers and books, etc. mentioned in regulations 5 and 6 of these Regulations. o) preferential, undervalued, extortionate credit transactions or fraudulent or wrongful trading. p) any other records, which is required to give a complete account of the process. (3) The liquidator shall preserve: a. electronic copy of all records(physical and electronic) for a minimum period of eight years;and b. a physical copy of records for a minimum period of three years; from the date of dissolution of the corporate debtor or closure of the liquidation process or the conclusion of any proceeding relating to the liquidation process, before the Board, the Adjudicating Authority, Appellate Authority or any Court, whichever is later. (4) In case of replacement of liquidator, the outgoing liquidator shall handover the records under subregulation (1) and (2) to the new liquidator and be responsible for preserving the records not handed over, for any reason, to the new liquidator. (5) Where the corporate debtor has been sold as a going concern under clause (e) of regulation 32, the general records of the corporate debtor shall be handed over to the successful buyer. (6) The records of the corporate debtor shall be preserved by the liquidator as per the applicable laws. (7) The liquidator shall preserve the records at a secure place and shall be obliged to produce records as may be required under the Code and the Regulations made thereunder. Explanation – The records referred to in this regulation include records pertaining to the period of a liquidation process during which the liquidator acted as such, irrespective of the fact that he did not take up the assignment from its commencement or continued the assignment till its conclusion. | The liquidators shall preserve the copies of all the records which are required to give complete account of voluntary liquidation process and documents relating to or forming the basis and preserve the records electronic copy of all records(physical and electronic) for a minimum period of eight years; and a physical copy of records for a minimum period of three years; from the date of dissolution of the corporate person |
