Cs notes

1. Corporate Restructuring, Insolvency, Liquidation and
Winding Up
CS Professional
CHART BOOK
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CS Vaibhav Chitlangia

4. SECTION 235
Takeover of Unlisted Companies
Section 235 – Companies Act,
2013
(Chapter 02)

5. Scheme to be
prepared by
Acquirer
Scheme to be sent
to shareholders of
the target
company
≥ 90%
shareholders
approve the
scheme
Acquirer to decide
whether to take
acquire shares
from dissenting
shareholders
Money to be
Disbursed to
Dissenting
shareholders
Acquirer to give
Notice to Target
Company to
Transfer Shares in
its name
Acquirer to be
Bound and Entitled
to acquire shares of
Dissenting
shareholders
Acquirer to give
notice to dissenting
shareholders
4
MONTHS
2
MONTHS
60 DAYS
1
MONTHS
1
MONTHS

6. L
Disclosure Limits and Open Offer
Trigger Limits
SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations,
2011
(Chapter 02)

7. L
Initial
25%
25+5%
(in any financial year)
CONTROL
Trigger Limits For
Open Offer
DISCLOSURE REQUIREMENTS
Event Based Continual Encumbrance
5% 5 ± 2%
Within 2 WD
Target
Company
Stock
Exchanges
≥25%
Within 7 WD
Promoter
Target
Company
Stock
Exchanges
Within 7 WD
Charge
Satisfaction
Target
Company
Stock
Exchanges
Creation
Regulation
29
Regulation
30 Regulatio
n 31

8. Open Offer Process
SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations,
2011
(Chapter 02)

9. Appointment
of Manager
Public
Announcement
Detailed
Public statement
Draft letter of
offer to SEBI
SE Target
Company
Newspaper
English
Hindi
Regional
SEBI
Registered
Office
S/E
Highest
Trading
Comments
from SEBI
Dispatch
of Letter of Offer
Tendering
Period
Start
Tendering
Period
End
Completion
of Payment
Release of Money
From Escrow A/C
Escrow A/C
5
Days
5
Days
2
Days
15 Days
7 Days
12 Days
10 Days
10 Days 30 Days
Advertisement regarding
Schedule of Activities
1 day

10. L
Process for Mergers and
Amalgamations
Section 230/232 - Companies Act,
2013
(Chapter 04)

11. L
Appointment
Of Manager
Check
MOA
Due Diligence
Valuation
Report
Board Approval
Notice to Sectoral
Regulators
Notice to
Shareholders &
Creditors
1ST Motion
Petition With
NCLT
Report of meeting
to NCLT
Meeting of S/H &
creditors
2nd Motion Petition
to NCLT
NCLT approval File order with ROC
30
Days
3
Days
[CAA-05] [CAA-06] [INC-28]
[CAA-04] 30 Days
[CAA-03]
[CAA-02]
Affidavit
To NCLT
NCLT 1
NCLT 2
NCLT 6
CAA 01
Auditor’s Report
Valuer’s Report
Scheme
7
Days

12. L
Fast Track Merger
Section 233 - Companies Act, 2013
(Chapter 04 and 12)

13. L
Notice To ROC/OL with
proposed scheme inviting
Objections
Objections
Received
Consideration Of Objection
In Meeting Of S/H Notice
To Creditors
Copy of final Scheme +
Report Of Meeting
Central
Govt RoC
Official
Liquidator
If No Objection
Objection By
ROC /OL TO CG
If Objection
C.G to Confirm
the Scheme
RoC/OL to inform
CG
CG to file an
application with NCLT
NCLT To Confirm
NCLT to pass order to
follow Sections 230 -
232
File With RoC
CAA 9
Declaration Of Solvency To Be
Filed With Roc
30
Days
21
Days
Approval Of
Scheme
+
90%
Votes
Approval by
Creditors
90%
Votes
60
Days
30
Days
CAA 10
CAA 12
CAA 13
INC 28
CAA 11 CAA 11
CAA 11
GNL 1

14. Process for Mergers of Companies
in Public Interest
Section 237 - Companies Act, 2013
(Chapter 04)

15. Sent to the
companies
concerned
Appeal
Modification /
Objection
Draft
scheme
NCLT
Consider
Modification
Publish in
Official Gazette
30
DAYS
2
MONTHS

17. Corporate Insolvency Resolution
Process
Insolvency and Bankruptcy Code,
2016 – Part II
(Chapters 15-19)

18. DEFAULT Application to
NCLT
NCLT to ascertain
existence of
default
Reject
Accept CIRP
begins
Moratorium
Public
Annoucement Appoint IRP
Debt due + payable but unpaid
Operational
Creditors
Corporate
Applicant
Financial
Creditor
Section-7 Section 8&9 Section 10 Section 14 Section 15 Section 16
Conduct 1st
meeting of CoC
Constitute CoC
IRP to collect and
verify claims
7 days
RP to prepare
info memo
Appoint RP
Latest 54 days
from I.C.D
Latest 75 days
from I.C.D
Issue invitation to
Expression of
Interest
Submission of
Expression of
Interest
Atleast 15 days 10 days
Provisional list of Eligible Prospective
Resolution Applicants
Insolvency
Commencement
Date (I.C.D.)

19. Provisional list of
Eligible
Prospective
Resolution
Applicants
Objections
Give Information
memorandum+
Request for
Resolution Plan +
Evaluation Matrix
Final list of Eligible
Resolution
Applicants
Submit Resolution
Plan
RP to check
eligibility
feasibility &
viability
COC to check
merits and select
one plan
Min 30 days
10 days
Atleast
15
days
prior
to
end
of
CIRP
Period
NCLT to check
legality
Reject
Approve
Liquidation
approved
Liquidation
order passed
CIRP fails +
Moratorium
end
RESOLUTION PLAN
IMPLEMENTED
CIRP Successful
+ Moratorium
ends

20. Application for Initiation of CIRP by
Financial Creditors
Section 07 - Insolvency and
Bankruptcy Code, 2016
(Chapters 15)

21. Default Application To NCLT NCLT To Ascertain
Existence Of Default
Satisfied That Default
Has Occurred
Not
Satisfied
Admit Reject
Communicate
7 Days
14 Days
1.Record of default
2.Name Of Insolvency
Professional
3.Any Other Information

22. O
Application for Initiation of CIRP by
Operational Creditors
Sections 8 and 9 - Insolvency and
Bankruptcy Code, 2016
(Chapters 15)

23. O
Demand
Notice
CD to show the
following
Pre Existence Of
Dispute
Repayment
Proof Of Repayment
Failure to show the
above
Application to
The NCLT
NCLT To Ascertain
Default
If
Satisfied
If Not
Satisfied
Admit
Reject
I
N
F
O
R
M
- Demand Notice
- Affidavit Stating
No Dispute
- Record From
Financial
Institution
- Any Other
Information
14
Days
10 Days
7 Days
Default

24. Application for Initiation of CIRP by
Corporate Applicant
Section 10 - Insolvency and
Bankruptcy Code, 2016
(Chapters 15)

25. Default Application To NCLT NCLT To Ascertain
Existence Of Default
Satisfied That Default
Has Occurred
Not
Satisfied
Admit Reject
Communicate
7 Days
14 Days
1.Books of Accounts
2.Name Of Insolvency
Professional
3.Shareholders’ Resolution

26. CONSTITUTION OF
COMMITTEE
Formation of Committee of
Creditors
CIRP – Insolvency and Bankruptcy
Code, 2016
(Chapter 18)

27. If
No financial
creditor exists
All financial
creditors are
related
Certain Operational Creditors
One representative
Elected by all
workmen
18 largest Operational Creditors
By value
One Representation
Elected By All
Employees

28. LIQUIDATION ON FAILURE OF CIRP
Liquidation on Failure of CIRP
Insolvency and Bankruptcy Code,
2016
(Chapter 24)

29. • NCLT doesn’t get a Resolution Plan
within specified time
• NCLT rejects the Resolution Plan
received
• CoC resolves to go for Liquidation
• Condition of a previously approved
Resolution Plan violated
NCLT
Passes Order Of
Liquidation
Appointment Of
Liquidator
Last Date for Submission of
Claims
Verification
of Claims
Reject
Accept
Communicate
Appeal To
NCLT
List of Creditors
Sale of Assets
Discharge of debts as
per Waterfall
Arrangement
Application to NCLT
for Dissolution
NCLT to pass
Dissolution Order
Copy of Dissolution
Order to be filed with
RoC
7 Days
7 Days
14
Days
30 Days
30 Days

30. `

31. `
Individual/Firm Insolvency
Resolution Process
Insolvency and Bankruptcy Code,
2016 – Part III
(Chapter 20)

32. `
Default Application To DRT
Interim
Moratorium Appointment of RP Report to DRT
10 days
Recommending
Fresh Start
Acceptance
Rejection
14 days
DRT to pass
Orders
Reject
Accept
Moratorium
7 days
Public notice
inviting claims
Last date for
submission of
claims
21 days
List of claims
30 days
RP to check
repayment plan
RP to prepare
report on
Repayment Plan
Notice for
Meeting of
Creditors
24 to 28 days
RP to prepare
Report on the
meeting
DRT to pass
order
Reject
Approve
repayment
plan
Creditors get right
to file for
bankruptcy
21 days
Meeting of
Creditors

33. Implementation of
Repayment plan Time limit
If not completed
within
Premature end
of repayment
plan
If completed within
time period
RP to send Report
+document to DRT
14 Days

34. Fresh Start Process
Insolvency and Bankruptcy Code,
2016 – Part III
(Chapter 21)

35. Check Eligibility
for fresh start
process
File Application
with DRT
Interim
moratorium
Appointment
of RP
10 days
14 days
DRT to pass Order
RP to examine Application
& Submit Report to DRT
recommending
acceptance/rejection of
application
With Affidavit Either personally or
through IP
Reject
Objections to
be raised by
creditor
RP to either
accept/reject
objection
Prepare final
list of
qualifying
debt
RP to submit final
list of qualifying
debts to DRT
Moratorium Ends
7 days prior
to end of 80
days
10 days
DRT to pass
discharge order
10 days
If aggrieved by RP, file
application with DRT DRT to decide
14 DAYS
180 DAYS
Accept
Moratorium

36. SECURITISATION
Process of Securitisation
SARFAESI Act, 2022
(Chapter 22)

37. Obligor
Originator SPV
Loan Security
Financial
Asset Security
Reciepts
EMIs post Transfer
of Financial Asset
(Debtor)
(Bank) (Asset Reconstruction
Company)
Qualified
Buyers

38. ENFORCEMENT OF SECURITY INTREST
n
Process of Enforcement of Security
Interest
Section 13 - SARFAESI Act, 2022
(Chapter 22)

39. n
Default NPA
Demand Notice
to the borrower
Repayment by
Borrower
Objections raised by the
borrower
to the bank
Bank to decide
on the
objection
Debtor doesn’t
repay
Bank to take possession
of the security
Notice to borrower
before sale of asset
Sale of
Asset
90
DAYS
15
DAYS
60
DAYS
30
DAYS
If the debtor is
aggrieved by this action
Debtor to file an
application with DRT
45
DAYS

40. J
Voluntary Liquidation Process
Insolvency and Bankruptcy Code,
2016
(Chapter 25)

41. J
Declaration by
Directors
Special Resolution
by Shareholders
Approval by
Creditors
Public
Announcement
Newspaper Website
Inform IBBI + RoC
Preparation of
Preliminary Report
Opening of
Separate Bank A/C
Last Date of
submission of
claims
Verification Of
Claims
Receipt of
Proceeds
Sale of Assets
List of
Stakeholders
Distribution Of
Proceeds
Final Report to
IBBI & RoC
Application to
NCLT for
Dissolution
NCLT Order of
Dissolution
Filling of Order
with RoC
Of Solvency No intention
to Defraud
4
Weeks
7
Days
5
Days
7
Days
45
Days
30
Days
45
Days
6
Months 14
Days

42. WINDING UP BY NCLT
SEC 271-72
I
Winding Up under the Order of
NCLT
Section 271/272 – Companies Act,
2013
(Chapter 26)

43. I
Petition filed
with NCLT
Company to
file its
Objections
Order of
Winding Up by
NCLT
Appointment of
Liquidator
Intimation to
RoC
Sale of Assets
NCLT to ask
contributories to
pay due amount
NCLT to fix time
limit for completion
of liquidation
Liquidator to file
Report with NCLT
Discharge of Debts
Dissolution
Application
Dissolution Order
By NCLT
Copy of
Dissolution Order
to be filed with
RoC
60 Days
30 Days
07 Days
30 Days

45. Pre-Packaged Insolvency Resolution
Process
Insolvency and Bankruptcy Code,
2016
(Chapter 27)

46. F.C to propose
Name of a IP to
be appointed as
RP
F.C to approve
the proposed IP
Declaration by
directors
Shareholder
Special
Resolution
F.C to resolve
filing of
application
(66%)
Report by RP
Application
to NLCT
14 Days
NCLT
Reject
Accept
Moratorium
Appoint RP
Public
Annoucement
CD to submit
prelim info
memo
CD to submit
base
resolution
plan to RP
CD to
submit list
of claims to
RP
RP to
constitute
COC
1ST Meeting of
CoC
RP submit
Base
Resolution
Plan to CoC
cCoC to
discuss base
resolution
plan
PPIRP successful
If CoC
Approves
CoC requests Resolution Professional to
invite prospective Resolution Plans
66%
66%
Application will
be filed within 90 days
No fraud
IP APPROVAL
02 Days
07 Days

47. RP to lay
down
criteria
Prospective
Resolution
Applicants
to submit
plan to
Resolution
Plan
RP to
forward
prospective
resolution
plans to
CoC
CoC to select
best Resolution
plan
Best Resolution
plan to be
compared with
Base Resolution
Plan
Better Plan to
be submitted to
NCLT
Within 90 days
from PPIRP
comm. date
NCLT To Decide
Approve
Reject
Liquidation
Order passed
PPIRP Ends
30 Days