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Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021

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..... ant means the corporate applicant, filing an application for initiation of pre-packaged insolvency resolution process under section 54C; (b) class of creditors means a class with at least ten financial creditors under clause (b) of sub-section (6A) of section 21 and the expression, creditors in a class shall be construed accordingly; (c) Code means the Insolvency and Bankruptcy Code, 2016; (d) committee means the committee of creditors constituted under section 54I; (e) electronic form shall have the meaning assigned to it in the Information Technology Act, 2000 (21 of 2000); (f) electronic means means an authorised and secured computer programme which is capable of producing confirmation of sending communication to the participant entitled to receive such communication at the latest electronic mail address as made available by such participant and keeping record of such communication; (g) fair value means the estimated realisable value of the assets of the corporate debtor, if they were to be exchanged on the pre-packaged insolvency commencement date between a willing buyer and a willing seller in an arm s length transaction, after proper marketing .....

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..... not for generation of hydro-electricity. 5. Extortionate credit transaction. A transaction shall be considered extortionate under sub-section (2) of section 50 where the terms- (a) require the corporate debtor to make exorbitant payments in respect of the credit provided; or (b) are unconscionable under the principles of law relating to contracts. 6. Pre-packaged insolvency resolution process costs. For the purposes of sub-clause (e) of clause (23C) of section 5, pre-packaged insolvency resolution process costs shall mean- (a) fee payable to authorised representative under sub-regulation (5) of regulation 34; (b) out of pocket expenses of authorised representative for discharge of his functions under section 25A; and (c) any other cost directly relating to the process and approved by the committee. CHAPTER III RESOLUTION PROFESSIONAL 7. Eligibility for resolution professional. (1) Subject to consent in Form P1, an insolvency professional shall be eligible to be appointed as an interim resolution professional or resolution professional, as the case may, if he, and all partners and directors of the insolvency professional entity of whi .....

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..... ssional under clause (e) of sub-section (3) of section 54F: Provided that the following persons shall not be appointed as a professional, namely:- (a) a person who is not registered with the regulator of the profession concerned; (b) a related party of the corporate debtor; (c) an auditor of the corporate debtor at any time during the five years preceding the pre-packaged insolvency commencement date; (d) a partner or director of the insolvency professional entity of which the resolution professional is a partner or director; or (e) a relative of the resolution professional or of a partner or director of the insolvency professional entity of which the resolution professional is a partner or director. 11. Disclosure of costs. (1) A resolution professional shall make disclosures at the time of his appointment and, thereafter, in accordance with the code of conduct as set out in the Insolvency and Bankruptcy Board of India (Insolvency Professionals) Regulations, 2016. (2) The resolution professional shall disclose item wise process costs in such manner as may be required by the Board. 12. Preservation of records. The resolution professional shall p .....

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..... debtor and provisions of sub-regulations (1) to (7) shall mutatis mutandis apply. 15. Choice of authorised representative. On examination of Form P2, the resolution professional shall- (i) ascertain class(es) of creditors, if any; (ii) for representation of creditors in a class ascertained under sub-regulation (1) in the committee, identify three insolvency professionals who are- (a) not relatives or related parties of the applicant or the resolution professional; (b) having their addresses, as registered with the Board, in the State or Union territory, as the case may be, which has the highest number of creditors in the class as per their addresses in the records of the corporate debtor: Provided that where such State or Union territory does not have adequate number of insolvency professionals, the insolvency professionals having addresses in a nearby State or Union territory, as the case may be, shall be considered; (c) eligible to be appointed under regulation 7; and (d) willing to act as authorised representative of creditors in the class; (iii) obtain the consent of the insolvency professionals identified under sub-regulation (2) to act as the a .....

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..... claims, as confirmed by him, and seek objections, if any. (4) A creditor may submit objection along with supporting documents to the resolution professional within seven days from the receipt of communication under sub-regulation (3). (5) The resolution professional may call for such other evidence or clarification as he deems fit from a creditor for substantiating the whole or part of its claim. (6) The resolution professional shall consider every objection received under sub-regulation (4) and modify the claim of the creditor, if required. (7) A creditor shall update its claim, as and when the claim is satisfied, partly or fully, from any source in any manner, after the pre-packaged insolvency commencement date. (8) The resolution professional shall maintain a list of claims in Form P10 and update it as and when required. (9) Form P10 shall be (a) available for inspection by the creditors, members, partners, directors and guarantors of the corporate debtor; (b) displayed on the website, if any, of the corporate debtor; (c) filed with the Board on electronic platform; and (d) presented at the meetings of the committee, as and when updated. 21. D .....

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..... . For the purposes of this sub-regulation, total debt is the sum of- (a) the amount of debt due to the creditors listed in clause (a) of sub-regulation (1); (b) the amount of the aggregate debt due to workmen under clause (b) of sub-regulation (1); and (c) the amount of the aggregate debt due to employees under clause (c) of sub-regulation (1). (3) A committee formed in accordance with regulation 24 or regulation 25, as the case may be, and its members shall have the same rights, powers, duties and obligations as a committee comprising financial creditors and its members. 26. Change in committee. Any change in the composition of committee of creditors shall be intimated to all the members of the committee within two days of such change. CHAPTER VII MEETINGS OF THE COMMITTEE 27. Meetings of the committee. (1) A resolution professional may convene a meeting of the committee as and when he considers necessary. (2) A resolution professional shall convene a meeting, if a request to that effect is made by members of the committee representing thirty-three per cent of voting share. 28. Notice for meetings of the committee. (1) A meeting .....

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..... ll inform the participants of the venue, the time and date of the meeting and of the option available to them to participate through video conferencing or other audio and visual means and shall also provide all the necessary information to enable participation through video conferencing or other audio and visual means. (2) The notice of the meeting shall provide that a participant may attend and vote in the meeting either in person or through a representative, who is not a related party of the corporate debtor: Provided that such participant shall inform the resolution professional, in advance of the meeting, of the identity of the representative who will attend and vote at the meeting on its behalf and shall forward an authorisation in favour of the representative. (3) The notice of the meeting shall contain the following:- (a) a list of the matters to be discussed at the meeting; (b) a list of the issues to be voted upon at the meeting; and (c) copies of all documents relevant to the matters to be discussed and the issues to be voted upon at the meeting. (4) The notice of the meeting shall- (a) state the process and manner for voting by electronic means an .....

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..... e persons, who are differently abled, may make a request to the resolution professional to allow a person to accompany them at the meeting. (4) Where a meeting is conducted through video conferencing or other audio and visual means, the scheduled venue of the meeting as set forth in the notice convening the meeting, 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 such place. 33. Conduct of meeting. (1) The resolution professional shall act as the chairperson of meetings of the committee. (2) At the commencement of a meeting, the resolution professional shall take a roll call of every participant attending the meeting at the venue or participating through video conferencing or other audio and visual means and shall state, for record, the following: - (a) his name; (b) whether he is attending in the capacity of a member of the committee or any other participant; (c) whether he is representing a member or group of members; (d) the location from where he is participating; (e) that he has received the agenda and all the relevant material for the me .....

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..... 5,000 (6) The authorised representative shall circulate the agenda to creditors in a class and may seek their preliminary views on any item in the agenda to enable him to effectively participate in the meeting of the committee: Provided that creditors shall have a time window of at least twelve hours to submit their preliminary views, and the said window opens at least twenty-four hours after the authorised representative seeks preliminary views: Provided further that such preliminary views shall not be considered as voting instructions by the creditors. 35. Voting by the committee. (1) Any action requiring approval of the committee shall be considered in the meetings of the committee. (2) The resolution professional shall take a vote of the members of the committee present in the meeting, on any item listed for voting after discussion on the same. (3) At the conclusion of a vote at the meeting, the resolution professional shall announce the decision taken by the members present in the meeting, on items along with the names of the members of the committee who voted for or against the decision or abstained from voting. (4) The resolution profe .....

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..... e a written record of the summary of the decision taken on a relevant agenda item along with the names of the members of the committee who voted for or against the decision or abstained from voting. (4) The resolution professional shall circulate a copy of the record made under sub-regulation (3) to all participants by electronic means within twenty-four hours of the conclusion of the voting. CHAPTER VIII VALUATION AND INFORMATION MEMORANDUM 38. Appointment of registered valuers. The resolution professional shall within three days of his appointment, appoint two registered valuers to determine the fair value and the liquidation value of the corporate debtor: Provided that the following persons shall not be appointed as registered valuers, namely:- (a) a related party of the corporate debtor; (b) an auditor of the corporate debtor at any time during the five years preceding the pre-packaged insolvency commencement date; (c) a partner or director of the insolvency professional entity of which the resolution professional is a partner or director; or (d) a relative of the resolution professional or of a partner or director of the insolvency professio .....

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..... rate 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; and (j) other information, which the corporate debtor or resolution professional deems relevant to the committee. (3) The resolution professional shall finalise the information memorandum with details under sub-regulation (2) and submit to members of the committee within fourteen days of the pre-packaged insolvency commencement after receiving an undertaking from a member of the committee 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. (4) A member of the committee may request the resolution professional or corporate debtor for further information of the natu .....

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..... the resolution plan is 2 (25) + 2.5 (30) = 125. Where the values of X, Y and Z are 15, 40, and 50 respectively, the resolution plan does not meet the minimum value of X and hence this plan will not be evaluated; (ii) significantly better in relation to resolution plan, means that the score of the resolution plan is higher than that of another resolution plan by a certain number or percentage, as approved by the committee and disclosed in the invitation for resolution plans. Illustration 1 The committee may consider a resolution plan to be significantly better than another resolution plan, if the score of the former is higher than that of the latter by 10. Where resolution plans A and B have scores of 100 and 110 respectively, B is significantly better than A . Where resolution plans A and B have scores of 100 and 108 respectively, B is not significantly better than A . Illustration 2 The committee may consider a resolution plan to be significantly better than another resolution plan, if the score of the former is higher than that of the latter by 5 per cent. Where resolution plans A and B have scores of 100 and 107 respectively, B is signifi .....

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..... lution applicant, in case its resolution plan is approved under subsection (13) of section 54K, to provide a performance security within the time specified therein and such performance security shall stand forfeited if the resolution applicant of such plan, after its approval by the Adjudicating Authority, fails to implement or contributes to the failure of implementation of that plan in accordance with the terms of the plan and its implementation schedule. Explanation 1. For the purposes of this sub-regulation, performance security shall mean security of such nature, value, duration and source, as may be specified in the invitation for resolution plans with the approval of the committee, having regard to the nature of resolution plan and business of the corporate debtor. Explanation 2. A performance security may be specified in absolute terms such as guarantee from a bank for Rs. X for Y years or in relation to one or more variables such as the term of the resolution plan, amount payable to creditors under the resolution plan, etc. 44. Resolution plan. A resolution plan shall provide for the measures, as may be necessary, for maximisation of value of its asse .....

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..... default; (b) it is feasible and viable; (c) it has provisions for its effective implementation; (d) it has provisions for approvals required and the timeline for the same; and (e) the resolution applicant has the capability to implement the resolution plan. (4) A resolution plan shall include a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors, of the corporate debtor. (5) The amount payable under a resolution plan (a) to the operational creditors shall be paid in priority over financial creditors; and (b) to the financial creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the plan. 46. Submission of resolution plans. (1) A resolution applicant may submit resolution plan or plans prepared in accordance with the Code and these Regulations to the resolution professional through electronic means within the time given in the invitation for resolution plan. (2) A resolution plan which does not comply with the provisions of sub-r .....

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..... long with a compliance certificate in Form P12, to the Adjudicating Authority for approval. (2) The resolution professional shall forthwith send a copy of the order of the Adjudicating Authority approving or rejecting a resolution plan to the participants and the resolution applicant. (3) The resolution professional shall, within seven days of the order of the Adjudicating Authority approving a resolution plan, intimate each claimant, the principle or formula, as the case may be, for payment of debts under such resolution plan. (4) Where no resolution plan is approved by the committee or where the committee has approved the termination of process, the resolution professional shall file an application in Form P13 to the Adjudicating Authority for termination of process. CHAPTER X MANAGEMENT OF AFFAIRS OF THE CORPORATE DEBTOR 50. Management during the process. (1) The corporate debtor shall not manage the affairs of the corporate debtor in a manner prejudicial to the creditors of the corporate debtor or in a fraudulent manner. (2) The corporate debtor shall not undertake any of the following actions without obtaining prior approval of the committee, name .....

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..... e off the part which is not relevant} 2. I hereby give consent to the proposed appointment. 3. I have the following processes in hand:- Sl. No. Role as Number of processes on the date of consent I II III 1 Interim Resolution Professional 2 Resolution Professional in- a. Insolvency resolution processes for corporate persons b. Pre-packaged insolvency resolution processes c. Insolvency resolution processes for individuals 3 Liquidator of- a. Liquidation Processes b. Voluntary Liquidation Processes 4 Bankruptcy Trustee 5 Authorised Representative 6 Any other (Please state) 4. I declare and affirm as under:- a. I am not subject to any disciplinary proceeding initiated by the Board .....

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..... 1 2 3 List of operational creditors (related) Sl. No. Name of creditor Amount of claim % of claim 1 2 3 List of other creditors (unrelated) Sl. No. Name of creditor Amount of claim % of claim 1 2 3 List of other creditors (related) .....

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..... 3 Total 6. The above-mentioned creditor(s), also approved the following terms of appointment of the [name of proposed resolution professional]:- Sl.No. Particulars Fee (Amount in ₹) Remarks I II III IV 1 Fee payable to the resolution professional for performing duties under sub-section (1) of section 54B 2 Fee payable to the resolution professional and expenses to be incurred by him for conducting the process under section 54F 3 Fee payable to the resolution professional and expenses to be incurred by him i .....

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..... Total 5. That [name of creditor], is duly authorised to sign this Form on behalf of all the / assenting creditor(s) mentioned in Table above. [Name of creditor] Signature [NAME IN BLOCK LETTERS] [Designation] *Debt means aggregate financial debt owed to the financial creditors who are not related parties of the corporate debtor. (Please modify the form suitably where the creditors are operational creditor(s)) FORM P5 WRITTEN CONSENT TO ACT AS AUTHORISED REPRESENTATIVE (Under regulation 15(iii) of the Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021) From [Name of the insolvency professional] [Registration number of the insolvency professional] [Registered address of the insolvency professional] To [Name of resolution professional], the resolution professional of pre-packaged insolvency resolution process of [name of corporate debtor] .....

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..... iating pre-packaged insolvency resolution process in respect of [name of corporate debtor]. We,- Sl. No. Name and Designation Director Identification Number Address I II III IV 1 2 3 representing majority among the directors/partners of the [name of the corporate debtor] Corporate Debtor ) having [Identification Number] and having registered office at [Address], declare and affirm as under:- i. The corporate debtor shall file an application for initiating pre-packaged insolvency resolution process within [insert number of days]. ii. The pre-packaged insolvency resolution process is not being initiated to defraud any person.; iii. The creditors have approved the name of [name of insolvency professional] .....

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..... hapter VI of the Insolvency and Bankruptcy Code, 2016 (Code). OR ii. the corporate debtor has been subject to following transaction(s) within the meaning and scope of Chapter III or Chapter VI of the Code:- Sl.No. Transaction with Section (43/45/ 50/66) Amount involved (in Rs.) Remarks, if any I II III IV V 1 2 3 A note providing detail(s) of above-mentioned transaction(s) along-with relevant document(s) is enclosed as Annexure-A. Place: Date: (Signature) Name Designation DIN Address FORM P8 REPORT OF THE INSOLVENCY PROFESSIONAL (Under regulation 17 of the Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021) I [name of in .....

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..... -section (4) of section 54A, and hereby confirm that it complies with sub-sections (1) and (2) of section 30, section 54K of Code and the Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021 and all other applicable provisions. Place: Date: (Signature) Name of insolvency professional Registration number *Debt means aggregate financial debt owed to the financial creditors who are not related parties of the corporate debtor. FORM P9 PUBLIC ANNOUNCEMENT (Under regulation 19(2) of the Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021) FOR THE ATTENTION OF THE CREDITORS OF [NAME OF CORPORATE DEBTOR] Notice is hereby given that the Adjudicating Authority, ____Bench has ordered for the commencement of prepackaged insolvency resolution process for [name of the corporate debtor] on [pre-packaged insolvency commencement date]. RELEVANT PARTICULARS I II III 1 Name of corporate debtor 2 .....

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..... 3 4 Unsecured financial creditors (other than financial creditors belonging to any class of creditors) 4 5 Operational creditors (Workmen) 5 6 Operational creditors (Employees) 6 7 Operational creditors (Government dues) 7 8 Operational creditors (other than Workmen, Employees and Government dues) 8 9 Other creditors, if any, (other than financial creditors and operational creditors) 9 .....

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..... Annexure-2 Name of the corporate debtor: Date of commencement of PPIRP: List of creditors as on: List of unsecured financial creditors belonging to any class of creditors (Amount in ₹) Sl. No. Name of creditor Identification No. Details of claims Amount of contingent claim Amount of any mutual dues, that may be set- off Remarks, if any Amount of claim Nature of claim Amount covered by guarantee Whether related party. % of voting share in committee I II III IV V VI VII VIII IX X XI 1 .....

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..... Annexure 4 Name of the corporate debtor: Date of commencement of PPIRP: . List of creditors as on: List of unsecured financial creditors (other than financial creditors belonging to any class of creditors) (Amount in ₹) Sl. No. Name of creditor Identification No. Details of claims Amount of contingent claim Amount of any mutual dues, that may beset- off Remarks, if any Amount of claim Nature of claim Amount covered by guarantee Whether related party. % of voting share in com .....

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..... 3 Annexure 6 Name of the corporate debtor: Date of commencement of PPIRP: . List of creditors as on: List of operational creditors (Employees) (Amount in₹) Sl. No. Name of employee Identification No. Details of claims Amount of contingent claim Amount of any mutual dues, that may be set-off Remarks, if any Amount of claim Nature of claim Whether related party. % of voting share in committee, if applicable I II III .....

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..... 3 Annexure 8 Name of the corporate debtor: Date of commencement of PPIRP: . List of creditors as on: List of operational creditors (Other than Workmen and Employees and Government dues) (Amount in ₹) Sl.No. Name of creditor Identification No. Details of claim Amount of contingent claim Amount of any mutual dues, that may be set-off Remarks, if any Amount of claim Nature of claim Amount covered by security inter .....

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..... 2 3 FORM P11 INVITATION FOR RESOLUTION PLANS Under regulation 43 of the Insolvency and Bankruptcy (Pre-packaged Insolvency Resolution Process) .....

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..... he Board 18 Address and email to be used for correspondence with the resolution professional 19 Further details are available at or with 20 Date of publication of Form (Signature) Name of the resolution professional Registration number Registered address Date: Place: FORM P12 COMPLIANCE CERTIFICATE (Under regulation 49 (1) of the Insolvency and Bankruptcy Board of India (Pre-packaged Insolvency Resolution Process) Regulations, 2021] I, [Name of the resolution professional], am the resolution professional for the pre-packaged insolvency resolution process (PPIRP) of [name of the corporate debtor]. 2. The details of the pre-packaged insolvency resolution process Sl. No. Particulars Description I II III 1 Name of the corporate debtor .....

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..... (..has submitted an affidavit pursuant to section 30(1 (of the Code confirming its eligibility under section 29A of the Code to submit resolution plan .The contents of the said affidavit are in order. c. the said resolution plan has been approved by the committee in accordance with the provisions of the Code and the Regulations made thereunder. The resolution plan has been approved by [state the number of votes by which resolution plan was approved by committee %] of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the PPIRP Regulations. d. the voting was held in the meeting of the committee on [state the date of meeting] where all the members of the committee were present. or I sought vote of members of the committee by electronic voting system which was kept open at least for 24/48 hours. {strike off the part which is not relevant} 5. The list of financial creditors of the [name of CD] being members of the committee and distribution of voting share among them Sl. No. Name of creditor Voting share (%) Voting fo .....

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..... y of Corporate Debtor (b) Other than (a) above - (i) Government (ii) Workmen (iii) Employees (iv) Total[(a) + (b)] 4 Other debts and dues Grand Total *If there are sub-categories in a category, please add rows for each sub-category. # Amount provided over time under the resolution plan and includes estimated value of non-cash components. It is not Net Present Value. 8. The interests of existing shareholders have been altered by the resolution plan Sl.No. Category of shareholder No. of shares held before PPIRP No. of shares held after the PPIRP Voting share (%) .....

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..... section 31(1) Whether the resolution plan has provisions for its effective implementation plan, according to the committee. regulation 41 Whether the resolution professional has made a determination under regulation 41, before the forty fifth day of the insolvency commencement date, under intimation to the Board. regulation 45(5) Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors. regulation 45(4) Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders. regulation 45(1) (i) Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the .....

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..... 3 11. The resolution plan is not subject to any contingency; or the resolution plan is subject to the following contingencies (Elaborate the contingencies):- i ii ... 12. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, Regulations made, or Circulars issued thereunder (If any deviation/ non-compliances were observed, please state the details and reasons for the same):- Sl.No. Deviation/Non-compliance observed Section of the Code / regulation No. / circular No. Reasons Whether rectified or not I II III IV V 1 2 .....

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..... The [name of the corporate debtor], had filed an application bearing [particulars of application, having, [diary number/ case number] on [date of filing] before the Adjudicating Authority under [under section 54C,] of the Insolvency and Bankruptcy Code, 2016. The said application was admitted by the Adjudicating Authority on [date] bearing [case number]. 2. The committee of creditors has, in its meeting held on _______________, decided to terminate the aforementioned pre-packaged insolvency resolution process filed by the [name of the corporate debtor] under sub-section (2) of section 54N. OR No resolution plan was submitted within the period permitted for approval of resolution plan under sub-section (3) of section 54D. OR The resolution plan selected under sub-section (11) of section 54K has not been approved by the committee of creditors under sub-section (12) of section 54K {strike off the part which is not relevant} 3. I hereby attach the report of termination of the pre-packaged insolvency resolution process. (Signature) Name of the resolution professional: IP Registration No: Address as registered with the Board: Email Id as registered wi .....

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