Insolvency and Bankruptcy Board of India
7 th Floor, Mayur Bhawan, Connaught Place, New Delhi-110001
CIRCULAR
No. IP/005/2018 16 th January, 2018
To All Registered Insolvency Professionals
All Registered Insolvency Professional Agencies (By mail to registered email addresses and on web site of the IBBI)
Dear Madam / Sir,
Sub: Disclosures by Insolvency Professionals and other Professionals appointed by Insolvency Professionals conducting Resolution Processes.
The Insolvency and Bankruptcy Code, 2016 read with regulations made thereunder provide for appointment of an insolvency professional [(Interim Resolution Professional (IRP) / Resolution Professional (RP)] to conduct the resolution process (Corporate Insolvency Resolution Process and the Fast Track Process) and discharge other duties. These authorise the Insolvency Professional to appoint registered valuers, accountants, legal and other professionals to assist him in discharge of his duties in resolution process.
2. In the interest of transparency, it has been decided that an insolvency professional and every other professional appointed by the insolvency professional for a resolution process shall make disclosures as specified in Para 3 to 5 hereunder.
3. An insolvency professional shall disclose his relationship, if any, with (i) the Corporate Debtor, (ii) other Professional(s) engaged by him, (iii) Financial Creditor(s), (iv) Interim Finance Provider(s), and (v) Prospective Resolution Applicant(s) to the Insolvency Professional Agency of which he is a member, within the time specified as under:
| Relationship of the Insolvency Professional with | Disclosure to be made within three days of |
| Corporate Debtor | his appointment. |
| Other Professionals [Registered Valuer(s) / Accountant(s) / Legal Professional(s) / Other Professional(s)] appointed by him | appointment of the other Professional. |
| Financial Creditor(s) | the constitution of Committee of Creditors. |
| Interim Finance Provider(s) | the agreement with the Interim Finance Provider. |
| Prospective Resolution Applicant(s) | the supply of information memorandum to the Prospective Resolution Applicant |
| If relationship with any of the above comes to notice or arises subsequently | of such notice or arising. |
4. An insolvency professional shall ensure disclosure of the relationship, if any, of the other professional(s) engaged by him with (i) himself, (ii) the Corporate Debtor, (iii) Financial Creditor(s), (iv) Interim Finance Provider(s), and (v) Prospective Resolution Applicant(s) to the Insolvency Professional Agency of which he is a member, within the time specified as under:
| Relationship of the Insolvency Professional with | Disclosure to be made within three days of |
| The Insolvency Professional | the appointment of the other Professional |
| Corporate Debtor | the appointment of the other Professional. |
| Financial Creditor(s) | constitution of Committee of Creditors. |
| Interim Finance Provider(s) | the agreement with the Interim Finance Provider or three days of the appointment of the other Professional, whichever is later |
| Prospective Resolution Applicant(s) | the supply of information memorandum to the Prospective Resolution Applicant or three days of the appointment of the other Professional, whichever is later. |
| If relationship with any of the above comes to notice or arises subsequently | of such notice or arising. |
5. For the purpose of Para 3 and 4 above, ‘relationship’ shall mean any one or more of the four kinds of relationships at any time or during the three years preceding the appointment:
| Kind of Relationship | Nature of Relationship |
| A | Where the Insolvency Professional or the Other Professional, as the case may be, has derived 5% or more of his / its gross revenue in a year from professional services to the related party. |
| B | Where the Insolvency Professional or the Other Professional, as the case may be, is a Shareholder, Director, Key Managerial Personnel or Partner of the related party |
| C | Where a relative (Spouse, Parents, Parents of Spouse, Sibling of Self and Spouse, and Children) of the Insolvency Professional or the Other Professional, as the case may be, has a relationship of kind A or B with the related party |
| D | Where the Insolvency Professional or the Other Professional, as the case may be, is a partner or director of a company, firm or LLP, such as, an Insolvency Professional Entity or Registered Valuer, the relationship of kind A, B or C of every partner or director of such company, firm or LLP with the related party. |
6. An Insolvency Professional Agency shall facilitate receipt of disclosures as required above. It shall disseminate such disclosures on its web site within three working days of receipt of the disclosure. A model schematic presentation of disclosures for guidance of Insolvency Professional Agencies and Insolvency Professionals is enclosed at Annexure A.
7. The Insolvency Professional shall provide a confirmation to the Insolvency Professional Agency to the effect that the appointment of every other professional has been made at arms’ length relationship.
8. The disclosures shall be made in respect of ongoing resolution processes as on date and all subsequent resolution processes. The disclosures due on date in respect of the ongoing processes shall be made to the respective Insolvency Professional Agency by 31st January, 2018.
9. The Insolvency Professional shall ensure timely and correct disclosures by him and the other Professionals appointed by him. Any wrong disclosure and delayed disclosure shall attract action against the Insolvency Professional and the other Professional as per the provisions of the law.
10. This circular is issued in exercise of powers under section 196 read with sections 204 and 208 of the Insolvency and Bankruptcy Code, 2016, in consultation with the Insolvency Professional Agencies.
Yours faithfully,
-Sd
(I. Sreekara Rao)
Deputy General Manager
Email: sreekararao@ibbi.gov.in
