Regulation 36 - Information memorandum. - Insolvency and Bankruptcy Board of India (Insolvency Resolution Process For Corporate Persons) Regulations, 2016

Information memorandum. 36. 5 [ (1) Subject to sub-regulation (4), the resolution professional shall submit the information memorandum in electronic form to each member of the committee 8 [ on or before the ninety-fifth day from the insolvency commencement date ]] (2) 9 [ (2) The information memorandum shall highlight the key selling propositions and contain all relevant information which serves as a comprehensive document conveying significant information about the corporate debtor including its operations, financial statements, to the prospective resolution applicant and shall contain the following details of the corporate debtor- ] 3 [(a) assets and liabilities 10 [ including contingent liabilities ] with such description, as on the insolvency commencement date, as are generally necessary for ascertaining their values. Explanation: Description includes the details such as date of acquisition, cost of acquisition, remaining useful life, identification number, depreciation charged, book value, 11 [ geographical coordinates of fixed assets ] and any other relevant details.] (b) the latest annual financial statements; (c) audited financial statements of the corporate debtor for the last two financial years and provisional financial statements for the current financial year made up to a date not earlier than fourteen 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 such claims; (e) particulars of a debt due from or to the corporate debtor with respect to related parties; (f) details of guarantees that have been given in relation to the debts of the corporate debtor by other persons, specifying which of the guarantors is a related party; (g) the names and addresses of the members or partners holding at least one per cent stake in the corporate debtor along with the size of stake; (h) details of all material litigation and an ongoing investigation or proceeding initiated by Government and statutory authorities; (i) the number of workers and employees and liabilities of the corporate debtor towards them; 12 [ (j) company overview including snapshot of business performance, key contracts, key investment highlights and other factors which bring out the value as a going concern over and above the assets of the corporate debtor such as brought forward losses in the income tax returns, input credit of GST, key employees, key customers, supply chain linkages, utility connections and other pre-existing facilities (k) Details of business evolution, industry overview and key growth drivers in case of a corporate debtor having book value of total assets exceeding one hundred crores rupees as per the last available financial statements ] 13 [ (ka) fair value: Provided that the committee may decide not to disclose the fair value if, for reasons to be recorded in writing, it considers such non-disclosure to be beneficial for the resolution process. ] 1 [***] 1 [***] (l) other information, which the resolution professional deems relevant to the committee. (3) A member of the committee may request the resolution professional for further information of the nature described in this Regulation and the resolution professional shall provide such information to all members within reasonable time if such information has a bearing on the resolution plan 7 [ (3A) The creditors shall provide to the resolution professional the latest financial statements and other relevant financial information of the corporate debtor available with them. ] 4 [(4) The resolution professional shall share the information memorandum after receiving an undertaking from a member of the committee 6 [*****] 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 under sub-section (2) of section 29.] ******************** Notes:- 1. Omitted vide Notification No. IBBI/2017-18/GN/REG22. Dated 31-12-2017, before it was read as, (j) the liquidation value; (k) the liquidation value due to operational creditors; and 2. Substituted vide No. IBBI/2017-18/GN/REG024 - Dated 06-02-2018, before it was read as, (1) Subject to sub-regulation (4), the interim resolution professional or the resolution professional, as the case may be, shall submit an information memorandum in electronic form to each member of the committee and any potential resolution applicant containing- (a) at least the matters listed in paragraphs (a) to (i) of sub-regulation (2), before its first meeting; and (b) matters listed in paragraphs (j) to (l) of sub-regulation (2), within fourteen days of the first meeting. 3. Substituted vide No. IBBI/2017-18/GN/REG024 - Dated 06-02-2018, before it was read as, (a) assets and liabilities, as on the insolvency commencement date, classified into appropriate categories for easy identification, with estimated values assigned to each category; 4. Substituted vide No. IBBI/2017-18/GN/REG024 - Dated 06-02-2018, before it was read as, (4) The interim resolution professional or the resolution professional, as the case may be, shall share the information memorandum after receiving an undertaking from a member of the committee or a potential resolution applicant 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 under section 29(2). 5. Substituted vide Notification No. IBBI/2018-19/GN/REG031 dated 03-07-2018 before it was read as 2 [(1) Subject to sub-regulation (4), the resolution professional shall submit the information memorandum in electronic form to- (a) each member of the committee within two weeks of his appointment as resolution professional; and (b) to each prospective resolution applicant latest by the date of invitation of resolution plan under clause (h) of sub-section (2) of section 25 of the Code.] 6. Omitted vide Notification No. IBBI/2018-19/GN/REG031 dated 03-07-2018 before it was read as or a prospective resolution applicant 7. Inserted vide Notification No. IBBI/2022-23/GN/REG084 dated 14-06-2022 8. Substituted vide Notification No. IBBI/2022-23/GN/REG093 dated 16-09-2022 before it was read as, within two weeks of his appointment, but not later than fifty-fourth day from the insolvency commencement date, whichever is earlier. 9. Substituted vide Notification No. IBBI/2022-23/GN/REG093 dated 16-09-2022 before it was read as, The information memorandum shall contain the following details of the corporate debtor- 10. Inserted vide Notification No. IBBI/2022-23/GN/REG093 dated 16-09-2022 11. Inserted vide Notification No. IBBI/2022-23/GN/REG093 dated 16-09-2022 12. Inserted vide Notification No. IBBI/2022-23/GN/REG093 dated 16-09-2022 13. Inserted vide Notification No. IBBI/2023-24/GN/REG113 dated 15-02-2024