No. 30/14/2017-lnsolvency Government of India — THE INSOLVENCY AND BANKRUPTCY CODE, 2016 Last Update 18-8-2021

To No. 30/14/2017-lnsolvency Government of India Ministry of Corporate Affairs 5th Floor, ‘ A ’ Wing, Shastri Bhawan, New Delhi Dated: 25.10.2017 The Chairperson, IBBI All Regional Directors All Registrar of Companies All Stakeholders Subject: Clarification regarding approval of resolution plans under section 30 and 31 of Insolvency and Bankruptcy Code, 2016 Sir/Madam, Clarification has been sought by stakeholders as to whether approval of shareholders/members of the corporate debtor/company is required for a resolution plan at any stage during the process for its consideration and approval as laid down under sections 30 and 31 of the Insolvency and Bankruptcy Code, 2016 (the Code) and after approval during its implementation, for any actions contained in the resolution plan which would normally require specific approval of shareholders/members under provisions of Companies Act, 2013 or any other law. The clarification is sought in view of the requirement under section 30(2) (e) of the Code for the resolution professional to confirm that each resolution plan received by him does not contravene any of the provisions of the law for the time being in force. The matter has been examined in the Ministry in the light of provisions of sections 30 and 31 of the Code which provide a detailed procedure from the time of receipt of resolution plan by the resolution professional to its approval by the Adjudicating Authority and there is no requirement for obtaining approval of shareholders/members of the corporate debtor during this process. It is understood that the requirement of section 30(2) (e) of the Code is to ensure that the resolution plan(s) considered and approved by the Committee of Creditors and the Adjudicating Authority is compliant with the provisions of the applicab