Amendments to Liquidation and Voluntary Liquidation Process Regulations

Notification/Circular No.: IBBI/PR/2025/02 

Document Date: January 31, 2025 

Applicable Act/Rule: Insolvency and Bankruptcy Code, 2016 

Applicable Section/Rule: Liquidation Process and Voluntary Liquidation Process Regulations 

Effective Date: January 28, 2025 

Description 

1) Auction Process 

When a company is being liquidated, its assets are sold through auctions to recover money. The amendments improve this process: 

  • More time for bidders: Earlier, bidders had only 14 days to prepare and participate in the auction. Now they get about 30 days, allowing more bidders to participate, which can lead to better prices for the assets. 
  • Forfeiture of deposit: If a bidder wins the auction but is later found ineligible (e.g., doesn’t meet the requirements under the law), their deposit (called the Earnest Money Deposit, EMD) will be forfeited. This discourages ineligible bidders from participating. 
  • Better verification: The liquidator must verify the eligibility of the highest bidder (H1) within three days and consult the Stakeholder Consultation Committee (SCC) to finalise the auction results. 
  • Fallback option: If the highest bidder (H1) is found ineligible, the liquidator can consider the second-highest bidder (H2) after consulting the SCC. This ensures the process doesn’t fail or restart if H1 drops out. 

This strengthens the auction process, making it more transparent and efficient. Bidders have more time, rules are clearer, and there’s less risk of delays caused by ineligible bidders. 

2) Submission of Final Report

When a company undergoes liquidation, the liquidator must prepare a final report summarising everything (e.g., assets sold, money recovered, creditors paid, etc.). 

  • Now, if the liquidation involves a compromise or arrangement (a deal under Section 230 of the Companies Act), the liquidator must file a final report, including a specific document called “Form H.” 
  • This ensures proper oversight by the Adjudicating Authority (like NCLT). 

The process becomes more accountable, as there’s a detailed record of how the liquidation was handled. 

3) Corporate Liquidation and Voluntary Liquidation Accounts

When money is left unclaimed during liquidation (e.g., a creditor cannot be found), it is deposited into a specific account managed by IBBI. 

  • IBBI will continue managing these funds in a separate bank account with a scheduled bank, which has already been effective in handling claims efficiently. 

IBBI’s continued management ensures unclaimed money is handled securely and claims are processed quickly. 

4) Realisation of Uncalled or Unpaid Capital

Sometimes, during liquidation, a company has “uncalled” or “unpaid” capital (money that shareholders promised to pay but haven’t yet). 

  • Previously, liquidation couldn’t be completed until this money was recovered. Now, the process can go ahead even if this capital isn’t collected, as there are enough safeguards in place to protect creditors. 

This avoids unnecessary delays in completing the liquidation process. 

5) Filing of Forms

Liquidators are required to submit details of the liquidation process to IBBI using online forms. 

  • The IBBI portal now has specific forms for these details, making the process more structured. 
  • A penalty of ₹500 per form per month will apply for late submissions. 

This ensures that liquidators file all details on time and stay compliant. The penalty encourages timely submissions. 

6) Disclosure of Tax Deductions

Before depositing unclaimed money into the liquidation accounts (e.g., unpaid dividends or undistributed proceeds), liquidators must disclose: 

  • Details of any tax deductions made on these funds. 
  • The applicable tax provisions and reasons for unclaimed amounts. 

The updated forms now include fields for these details. 

This adds transparency to the process, ensuring that all taxes are properly accounted for before funds are deposited. 

Impact: 

Overall, these amendments aim to: 

  • Make the liquidation and voluntary liquidation processes faster and more efficient. 
  • Ensure transparency and accountability at every step. 
  • Simplify procedures while protecting creditors, shareholders, and other stakeholders. 
  • Reduce delays caused by incomplete documentation, uncalled capital, or ineligible bidders. 

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

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