SEMINAR PAPER

INELIGIBILITY CRITERIA U/S 29A OF IBC,

2016: A NET TOO WIDE

UNDER THE SUPERVISION OF

Ms. Ruth Vaiphei
ASSISTANT PROFESSOR
NLU, JODHPUR

SUBMITTED BY:
Shachi Singh
ROLL NO-1356
Semester X

(WINTER SEMESTER: JANUARY 2020 -MAY 2020)

NATIONAL LAW UNIVERSITY, JODHPUR

 DECLARATION

I, Shachi Singh hereby declare that the Seminar Paper work entitled
“INELIGIBILITY CRITERIA U/S 29A OF IBC, 2016: A NET TOO WIDE”
is a record of Individual research carried out by me under the supervision of Ms.
Ruth Vaiphei, Faculty of Law, NLU Jodhpur. This has not been submitted for the
award of any diploma, degree or similar title to this or to any other university.

Dated : April 22, 2020

Shachi Singh
Semester X
1356
National Law University,
Jodhpur(Rajasthan)

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 ACKNOWLEDGEMENT

I would take this opportunity to extend regards to all those who helped me in completing
this dissertation without whom help, support and contribution it would not have been
possible to complete my dissertation. I would like to thank my Mentor and Supervisor Ms.
Ruth Vaiphei, Assistant Professor, faculty of law whose continuous support gave me the
detailed knowledge and ability to work upon this.
I would also extend my gratitude towards Dean, Faculty of Law, Vice Chancellor for
giving me an opportunity to work on this dissertation.
Also, I want to thank IT staff as well as library staff for providing us the constant support,
in one or the other way and lastly, I want to thank my friends and batch-mates for
providing me the much-needed aid.

Dated : April 22, 2020

Shachi Singh
Semester X
1356
National Law University,
Jodhpur(Rajasthan)

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 CERTIFICATE

This is to certify that Shachi Singh is a student of Semester X, National Law

University Jodhpur and has worked under my supervision and guidance for the
work entitled “INELIGIBILITY CRITERIA U/S 29A OF IBC, 2016: A NET
TOO WIDE”. This Seminar work is submitted in fulfillment of the BA LLB
degree. This work is comprehensively complete and sufficient to the standards of
academic requirements.

Dated:

Ms. Ruth Vaiphei

Research supervisor
National law University, Jodhpur

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 1. TABLE OF CONTENTS

1.
ABSTRACT.....................................................................................................................8

2. INTRODUCTION......................................................................................................9

3. OVERVIEW OF SECTION 29A .............................................................................11

LAYERS OF INELIGIBILITY.............................................................................11

A. INSOLVENCY AND BANKRUPTCY CODE (AMENDMENT) ACT, 2018:

ANALYSING THE AMENDMENT...........................................................................12

B. INTERPRETATION OF THE PROVISION........................................................13

C. CHITRA SHARMA V UNION OF INDIA..........................................................13

D. JAYPEE INFRATECH.....................................................................................14

4. ANALYSIS OF INSOLVENCY LAW COMMITTEE REPORT, 2018..........16

5. JUDICIAL ANALYSIS OF SECTION 29A...............................................................18

A. RBL BANK LIMITED V MBL INFRASTRUCTURES LIMITED......................18

B. ARCELOR MITTAL INDIA PRIVATE LIMITED V SATISH KUMAR GUPTA..19

FACTS..............................................................................................................19

TO EXAMINE ELIGIBILITY OF RESOLUTION APPLICANT, ITS BUSINESS

STRUCTURE CAN BE EXAMINED BY PIERCING THE CORPORATE VEIL:........20

ENTITIES PROHIBITED BY SEBI : INELIGIBLE TO SUBMIT RESOLUTION

PLAN.................................................................................................................21

C. SWISS RIBBONS PVT. LTD. V UNION OF INDIA...........................................21

FACTS..............................................................................................................21

CONSTITUTIONAL VALIDITY OF 29A.............................................................22

ARCELOR MITTAL CASE:...............................................................................22

CHITRA SHARMA V UNION OF INDIA :..........................................................23

RETROSPECTIVE APPLICATION.....................................................................23

SECTION 29A NOT RESTRICTED TO MALFEASANCE....................................23

RELATED PARTY.............................................................................................24

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 D. JINDAL STEEL & POWER LTD. V. ARUN KUMAR
JAGATRAMKA (COMPANY APPEAL (AT) NO. 221 OF 2018)............................24

A. ECONOMIC VIABILITY- OF SECTION 29A AN ANALYSIS.............................26

6. LATEST DEVELOPMENTS: IN LIGHT OF IBBI NOTIFICATION..........................29

A. OUSTING THE INELIGIBLE...........................................................................29

B. EXTENT OF THE EXPRESSION "SHALL NOT BE A PARTY IN ANY MANNER"

30

C. REINSTATING THE CONTROL OF EX-PROMOTERS BY WAY OF THE

SCHEME-..............................................................................................................31

D. WHO SHALL BE THE PROPOSER?................................................................31

E. LEAVING NO WINDOW OPEN FOR EX-PROMOTER DIRECTORS- A

DEMOTIVATOR?..................................................................................................32

F. PROHIBITION FROM SALE TO INELIGIBLE PERSONS-.................................32

7. ANALYSIS OF THE US AND UK INSOLVENCY LAWS.........................................33

A. UNITED KINGDOM..........................................................................................33

A. PRE-PACK ADMINISTRATIONS....................................................................34

B. COMPANY VOLUNTARY ARRANGEMENT....................................................35

B. UNITED STATES...............................................................................................36

A. US SYSTEMS OF BANKRUPTCY....................................................................36

8. CONCLUSION.......................................................................................................40

A. OVERDOING SECTION 29A AND THE OTHER SIDE OF THE COIN...............40

B. NEED OF A MORE BALANCED LAW..............................................................41

C. LESSONS FROM FOREIGN STATUTES...........................................................42

9. BIBLIOGRAPHY....................................................................................................42

A. CASE LAWS.....................................................................................................42

B. REPORTS AND WEB LINKS.............................................................................43

C. STATUTES........................................................................................................46

D. BOOKS.............................................................................................................46

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 ABSTRACT

IBC has been designed to explore revival opportunities for an ailing corporate entity.
Thus, it invites potential resolution applicants to come forward and submit resolution
plans. The approach, initially, was all inclusive and any person could come as
resolution applicant. However, this became a second chance for defaulting
promoters, who either directly or through related entities, were able to buy back their
companies at hugely discounted prices. Therefore, a need arose to restrict such
defaulting promoters to come back to power, and repeat the history. Section 29A,
often quoted as the most controversial provision of IBC, was thus enacted by way of
an amendment. Section 29A is a negatively prescribed list, and enumerates person
who cannot be a resolution applicant. Originally drafted section 29A was rigid to the
extent that it closed too many doors – thus, reducing the possibilities of receiving
resolution plan with each restrictive layer it created. Also, some of the clauses of
section 29A were expansive to the point of being unreasonable. This analysis goes
through the section and discusses some relevant points.

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 2. INTRODUCTION

‘Four things belong. to a judge: to hear courteously, to answer wisely, to

consider soberly, and to decide impartially.’

-Socrates

And
Freedom is not worth having if it does not include the freedom to make mistakes.
                                                                                                                                               
Mahatma Gandhi

Insolvency and Bankruptcy Code, 2016 (“IBC”) does not need any introduction in this day and
age. It is a law that has been enacted by the Parliament to replace the Presidency Towns
Insolvency Act, 1909 and Sick Industrial Companies Repeals Act, 2003 among other laws.
With the introduction of this Code, it now acts as the primary law that deals with insolvency of
companies, individuals and partnerships. Therefore this code has unified the provisions of
insolvency which were earlier prescribed separately under different laws.
While this Code was introduced in 2016, it has been amended twice with the most recent one
being in August 2018. Section 29A of the Insolvency and Bankruptcy Code, 2016 was added by
the Insolvency and Bankruptcy Code (First) Amendment Act, 2018 and it was further amended
by the Second Amendment Act, 2018.

Section 29A reads as “Persons not eligible to be resolution applicants” 1. It lists down people who
are disqualified from submitting a resolution plan, either individually or in concert with persons
who are disqualified under the various sub-clauses under this section.

The main intention of the legislators behind introducing this section was to ensure that the
people who are responsible for the insolvency of a company should not be allowed to bid for the

1
Section 29A, Insolvency and Bankruptcy Code, 2016
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company as this would allow them to get back the control of a company at a lower price, by not
paying the debts owed to creditors in full. Also, this way they will also not be allowed to bid for
any other company which is also under insolvency as otherwise it will hamper the insolvency
process.
This section came about because in a lot of these insolvency cases it was found that the
Directors, Promoters or other people in the management of the Company would siphon off the
funds of the Company instead of paying it back to the creditors. Then on the company being
unable to pay its debt, the company would go into liquidation and these directors, promoters or
managers of the company would bid back for the company at a lower price and get back the
control of the company thereby efficiently side stepping the debts it previously owed to its
creditors.2
Therefore, this section was first introduced by the Insolvency and Bankruptcy Code
(Amendment) Act, 2018. This section was further amended by the Insolvency and Bankruptcy
Code Second Amendment Act, 2018. The second amendment further added more restrictions on
persons who are disqualified from submitting a resolution plan.
Therefore, this amendment further disqualifies more people from submitting a resolution plan.
That is, not only is the list of people disqualified Therefore the question which lies from this is
that has this amendment excluded so many people from its purview that it has affected the
Insolvency process because of less bidders?
From a preliminary reading of the section, we can see that this section has been enacted to
prevent people, who had been responsible for the company going into debt, from bidding for the
Company when it goes under insolvency.
This research aims to see if the purpose behind enacting this legislation has been fulfilled or not.

2
Report of the Insolvency Law Committee. Insolvency Law Committee, 2018; to address some of these challenges,
the IBC has already been amended twice through Presidential ordinances, followed up by Parliamentary laws. The
Insolvency and Bankruptcy Code (Amendment) Ordinance. 2017; The Insolvency and Bankruptcy Code
(Amendment) Ordinance. 2018
10 | P a g e
 3. OVERVIEW OF SECTION 29A

Insolvency and Bankruptcy Code, 2016 was enacted to consolidate all the laws relating to
reorganisation and insolvency resolution of corporate persons, partnership firms and individuals
in a time bound manner for ensuring better negotiations and revival of companies through
formulation of resolution plan.3
“The preamble of the Insolvency and Bankruptcy Code, 2016 (the “Code”) gives a clear
indication of the objective which the Code seeks to achieve, which is, maximisation of the value
of assets, promoting entrepreneurship, promoting availability of credit and balancing the interests
of all the stakeholders. Each provision of the Code was drafted keeping these principles in mind,
and the introduction of this legislation was done with the aim of replacing the existing
framework for insolvency which was visibly inadequate, ineffective and wrought with delays.”4
While the Insolvency Code was introduced in 2016, it has since then been amended twice till
2018 to better the insolvency process. One of the major amendments done was the introduction
of Section 29A.
Section 29A of the Insolvency and Bankruptcy Code, 2016 was not there in the initial draft of the
legislation. It was later introduced through the Insolvency and Bankruptcy (Amendment) Act,
2018 and further amended through the Insolvency and Bankruptcy (Second Amendment) Act,
2018. Section 29A reads as- “Persons not eligible to be resolution applicants”5 has

Layers of Ineligibility
An assiduous analysis of Section 29A reveals that the section imposes four layers of ineligibility,
as mentioned below-
 First layer ineligibility, where the person itself is ineligible;
 Second layer ineligibility, i.e. where a “connected person” is ineligible;
 Third layer ineligibility, i.e. being a “related party” of connected persons; and
 Fourth layer ineligibility, where a person acting jointly/in concert with a person suffering
from first layer/second layer/third layer ineligibility, becomes ineligible.

3
The report of the Bankruptcy Law Reforms Committee. Volume I: Rationale and Design. Bankruptcy Law
Reforms Committee, 2015, chap. 9.
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This section lists down a list of disqualifications which makes a person or a company ineligible
to be a resolution applicant. We will trace the amendments made to the section and also the
thinking and reasoning behind the same to decipher the actual function of the section and to see
the people it actually meant to disqualify.
At the same time, we will try to answer the question, that is has the section been adequately
drafted keeping in mind the purpose of the section.

A. INSOLVENCY AND BANKRUPTCY CODE (AMENDMENT) ACT, 2018: ANALYSING THE

AMENDMENT

From an overview of section, we can see that the intent behind enacting a section which clearly
lists down disqualifications for any person from being a resolution applicant is so that when a
person bids for an insolvent company, the bidder must be qualified enough to run the company
further and help the company reorganise and become solvent again. Therefore, the aim was to
4
Insolvency Law Committee Report, 2018
5
. R. Sengupta, A. Sharma, and S. Thomas. Evolution of the insolvency framework for non-financial firms in India.
2016. url: http://www.igidr.ac.in/ pdf / publication / WP - 2016 - 018 . pdf
12 | P a g e
weed out persons, who were either fraudulent in their activities or were not financially strong
enough in themselves, i.e., having non-performing assets of their own, or who were convicted of
any serious offence. Therefore, they did not want unqualified persons bidding either by
themselves or with the help of someone and getting in their hands a company, the company
which instead of salvaging, they would run down into the ground.

B. INTERPRETATION OF THE PROVISION

From the wording of this section, we can see that they concentrate more on the people who are in
charge of and the actual masterminds of the company and who will actually be responsible for
the dealings of the company, that is the directors and promoters. Therefore, we can say that their
intent is also to ensure that the people who were responsible for the debt of the company should
not be allowed to bid for the same company and regain the control of that company. It had been a
common practice among the promoters and directors that they would siphon off the funds of the
company which were actually the money of the creditors and then when the company would be
running into losses and the company would be insolvent, these promoters and directors would
use the money siphoned off to regain the control of the company at a lower price by paying back
the creditors at a discounted price. Thereby, in this entire scenario, the creditors would be at a
loss because they would not be able to get even their principal amount back.
Once this section was introduced, there was hue and cry about this section being vague on its
application and it was questioned how the objective of the act which is resolution over
liquidation can be achieved if the number of bidders are eliminated under this section.

C. CHITRA SHARMA V UNION OF INDIA

In Chitra Sharma v Union of India6, in the proceedings before the Supreme Court, Jaiprakash
Associated Limited (JAL) had approached the court with a proposition to allow them to continue
with their projects and asked the court to further put a stay on the liquidation process that had
been initiated.
Parliament was clearly concerned with the fact that the persons whose misconduct has
contributed to defaults on the part of bidder companies, misuse the absence of a bar on their
participation in the resolution process to gain an entry. Parliament was of the view that allowing
6
W.P. (C) 744 of 2017
13 | P a g e
such persons to participate in the resolution process would undermine the object and purpose of
the Act. It was in this background that Section 29 A has now specified a list of persons who are
not eligible to be resolution applicants.
Under section 29A clause (c), a person who at the time of the submission of the resolution plan
has an account which has been classified a Non-Performing Asset under the guidelines of the
RBI or of a financial regulator is subject to a bar on participation for a stipulated period. Under
section 29A clause (g), a person who has been a promoter or in the management or control of a
corporate debtor in which a preferential transaction, undervalued transaction, extortionate credit
transaction or fraudulent transaction has taken place and with respect to which an order has been
made by the adjudicating authority under the IBC is prohibited from participating. The Court
must bear in mind that Section 29 A has been enacted keeping in mind the larger public interest
and to facilitate effective corporate governance. Parliament rectified a loophole in the Act which
allowed back-door entry to erstwhile managements in the CIRP. Section 30 of the IBC, as
amended, also clarifies that a resolution plan of a person who is ineligible under Section 29 A
will not be considered by the CoC.”7
Therefore, through this case the Supreme Court made it abundantly clear that the intention
behind enacting Section 29A was to prevent people who though their own misconduct
contributed to the defaults of the company.

D. JAYPEE INFRATECH

Once the insolvency code came into force in 2016 before the introduction of Section 29A, the
lawmakers saw that the bidders of insolvent companies were usually people who were associated
with the company and led to the company’s default. Point in case, in the case of Jaypee Infratech
itself, the subsidiary company of Jaypee, that is, Jaiprakash Associate Limited was one of the
bidders.8 Therefore, it is pretty evident that such practice was being followed. Also, if this was
allowed to continue, then the purpose of sending the company into insolvency would have been

7
W.P. (C) 744 of 2017
8
Jaypee Infratech, Judgment dated August 09, 2018 by Bench comprising of Hon’ble Mr .Chief Justice of India
Dipak Misra, Hon’ble Mr. Justice D.Y. Chandrachud and Hon’ble Mr. Justice A.M. Khanwilkar in W.P.(C) 744 of
2017, also available at: https://www.sci.gov.in/supremecourt/2017/25878/25878_2017_Judgement_09-Aug-
2018.pdf
14 | P a g e
defeated since the company would go back in the hands of these miscreants at a discounted price
without paying the debts to the creditors.9

But though Section 29A had been introduced, the section itself was not without faults. The law
makers felt that there was a need to form a committee to look into the issues arising out of and to
make appropriate recommendations based on the issues arising out of the introduction of the new
act. This was noted and a committee was constituted in November, 2017 called the Insolvency
Law Committee. They came out with a report in March, 2018 called the “Insolvency Law
Committee Report”. They made a list of recommendations for better implementation of the act.
Among other significant recommendations, they also discussed the impact of section 29A and
recommended changes to be made to it.

9
IBC: Section 29A – The Ghost Of Retrospective Pasthttps://www.bloombergquint.com/law-and-policy/ibc-section-
29a-the-ghost-of-retrospective-past
BloombergQuint https://www.bloombergquint.com/law-and-policy/ibc-section-29a-the-ghost-of-retrospective-past
15 | P a g e
 4. ANALYSIS OF INSOLVENCY LAW COMMITTEE REPORT, 2018

In the month of March 2018, the Insolvency Law Committee, which was set up to make
recommendations to the Government on issues arising from the implementation of IBC and
issues raised by stakeholders, submitted its report. Among various amendments proposed by the
Committee were some recommendations pertaining to eligibility to submit a resolution plan. The
Committee made the following recommendations:
The scope of the section was seen as too wide as the terms ‘person acting in concert’ may be
read to apply to connected person under clause (j). Further, the definition adopted from SEBI
SAST Regulations10 will also cast a wide net for the applicants. Hence the terms ‘person acting
jointly or in concert’ must be removed.
Regarding NPAs, the Committee recognized that ARCs, AIFs, IVs, etc could by virtue of nature
of their business be classified as NPAs under 29A(c) and be subject to disqualification. Hence an
explanation for ‘financial entities’ was proposed which will be exempt from the ambit of the
clause. The possibility of acquiring NPAs due to previous CIRPs were considered and a time
limit of 3 years was proposed from the time of acquisition within which such NPAs acquired
from CIRP will not be hit by 29A(c).
In the same clause, the classification of accounts as NPA has been limited to Banking Regulation
Act 1949. This must be expanded to include accounts declared as NPA under other guidelines
issued by a financial sector regulator in India.
Considering the personal nature of 29A(d) relating to conviction for offences and 29A relating to
disqualification to act as director, both these clauses must be exempted from the scope of clause
(iii) of ‘connected persons’, i.e., the holding company, subsidiary company, associate company
and related persons.
In 29A(d), merely having a condition of conviction of 2 years for any offence was to wide an
ambit as it could also include certain minor offences which have nothing to do with the ability to
run the company in question efficiently. Hence, a list of relevant laws could be provided in a
schedule, similar to one in Companies Act 2013 thereby narrowing the scope of the provision.

10
The Insolvency and Bankruptcy Code (Amendment) Ordinance. 2017; The Insolvency and Bankruptcy Code
(Amendment) Ordinance. 2018.
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Further, similar to a provision under Representation of People Act, 1951 the disqualification
period must be reduced to six years instead of indefinitely as is the case with the section.11
Further, in the same clause, the Committee considered insertion of a proviso to clarify that in
case of stay of an order by a court, the disqualification will not be attracted. In extension of this,
the Committee also proposed that in case of disqualification in this clause and others such as
willful defaulter,12 disqualification from directorship or prohibition under SEBI, the ineligibility
will not apply in case an appeal is preferred against such disqualification or until the expiry of
statutory period for filing an appeal. The Committee was also conscious of the possibility of
exploitation and misuse of such a provision.13
In 29A(g) dealing with preferential, extortionate, undervalued or fraudulent transactions have
taken place, the Committee opined that the acts of predecessors should not impede those in
management or in control from submitting plans. 14Hence a proviso, similar to that of NPAs must
be inserted stating that is such transaction has taken place in an entity acquired through CIRP and
such action took place prior to such acquisition, this clause will not apply.
In 29A(h), the Committee took the view similar to that taken by NCLT in the RBL Bank case
pertaining to disqualification of guarantors that the intent of the provision is not to disqualify all
guarantors merely for the presence of an enforceable guarantee. Hence the term “enforceable” is
to be deleted and the guarantee must be invoked by the creditor and must subsequently remain
unpaid in part or full for disqualification under this clause to be invoked.

11
Swiss Ribbons Pvt. Ltd. v. Union of India. Dec. 13, 2018; A. Aryan. Operational creditors should get a say, vote
in insolvency process: SC. Dec. 13, 2018. url: https://www.businessstandard.com/article/companies/operational-
creditors-should-get-a-sayvote-in-insolvency-process-sc-118121300923_1.html
12
V. Sivaramakrishnan and D. Charan. Cramming down under the Insolvency Code. Jan. 5, 2018. url:
https://www.vantageasia.com/cramming-insolvency-code/
13
Id.
14
Section 29A, Insolvency and Bankruptcy Code, 2016.
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 5. JUDICIAL ANALYSIS OF SECTION 29A

For a better understanding of how section 29A has evolved, it is important to look into the
judicial decisions of the court. Ever since the introduction of section 29A, the disqualification
criteria under the same has been extensively dealt by the courts, which would be looked into to
better answer if the objective of the section has been achieved or not.

A. RBL BANK LIMITED V MBL INFRASTRUCTURES LIMITED15

In this case, RBL was the promoter-director of MBL and pursuant to MBL going into
insolvency, RBL had submitted a resolution plan which was placed before the Committee of
Creditors, for voting in December, 2017.16 In November, 2017, section 29A was introduced
through an ordinance. RBL made a detailed representation to the Resolution Professional that it
was eligible to submit the resolution plan.
In the Coc meeting, it was declared that RBL was ineligible to submit a resolution plan under
Section 29A (c) and (h). Section 29A (c) reads as:
“(c) has an account, or an account of a corporate debtor under the management or control of
such person or of whom such person is a promoter, classified as non-performing asset in
accordance with the guidelines of the Reserve Bank of India issued under the Banking
Regulation Act, 1949 and at least a period of one year has lapsed from the date of such
classification till the date of commencement of the corporate insolvency resolution process of the
corporate debtor: Provided that the person shall be eligible to submit a resolution plan if such
person makes payment of all overdue amounts with interest thereon and charges relating to non-
performing asset accounts before submission of resolution plan;” 17

And section 29A (h) reads as:

“(h) has executed an enforceable guarantee in favour of a creditor in respect of a corporate
debtor against which an application for insolvency resolution made by such creditor has been
admitted under this Code;”18
15
RBL Bank Limited v MBL Infrastructures Limited , (IB) 170 KB 2017
16
Id.
17
THE INSOLVENCY AND BANKRUPTCY CODE (AMENDMENT) ACT, 2017
18
THE INSOLVENCY AND BANKRUPTCY CODE (AMENDMENT) ACT, 2017
18 | P a g e
RBL Bank Ltd. v. MBL Infrastructures Ltd 19 where the NCLT, considering the objective of the
Ordinance, 2017, opined that clause (h) of section 29A is not to disqualify the promoters as a
class for submitting a resolution plan. The intent is to exclude such class of persons from
offering a resolution plan, who on account of their antecedents, may adversely impact the
credibility of the processes under the Code. The case is, for the time being, pending with
NCLAT.20
Therefore the Court based on this finding declared that RBL was not disqualified under Section
29A. Therefore, the court allowed the promoter-director to bid as a resolution applicant in this
case.21This would not have been allowed if the court had not given a harmonious interpretation to
the section. Therefore, this goes to show that there would be many cases where many applicants
would be disqualified, even when they were not responsible for the insolvency of the company. 22
Therefore, it is essential that there is enough clarity in the section, to avoid such litigation and to
ensure that the process of insolvency is not unnecessarily lengthened.

E. ARCELOR MITTAL INDIA PRIVATE LIMITED V SATISH KUMAR GUPTA23

This case can be traced from the Adjudicating Authority that is NCLT, then the NCLAT and
then finally to the Supreme Court. In this case, the resolution applicants had filed a suit
contesting the decision of the resolution professional and the Committee of Creditors from
declaring them as ineligible resolution applicants under section 29A. 24 This was finally answered
in detail by the Supreme Court, which looked into at the motive behind the section and also
deciphered how “control” can be established. Here, the RP had found that some of the parties
who were connected with the bidder were disqualified under the section and therefore the bid
itself was disqualified.

Facts
The brief facts of this case are that the resolution applicants, AMIPL and Numetal, submitted
their resolution plans after the introduction of section 29A, though they had sent their expression
of interest to submit these plans before the Ordinance of November, 2017 came into effect. The

19
CA(IB) No. 543/KB/2017; order dated 18.12.2017],
20
RBL v MBL, CA IB No. 238, 270& 280/KB/2018
21
Id. at page 16.
22
Id.
23
Arcelor Mittal India Private Limited v Satish Kumar Gupta, CA No. 9582 of 2018.
24
Id at page no. 24.
19 | P a g e
resolution applicant, as well as the Adjudicating Authority, found both the applicants to be
ineligible. AMIPL was ineligible under section 29A (c), that is, having a non performing asset.
While Numetal was ineligible under section 29A (c) and (h), that is having an NPA and having
executed an enforceable guarantee with respect to a corporate debtor who has been admitted
under insolvency.25 The NCLT held that the section does not distinguish between positive and
negative control and in light of this for the applicants to be held eligible, they need to pay back
the dues. It further said that for entities who submitted their resolution plan before the
introduction of section 29A, they are entitled to derive benefit from the second proviso of
Section 30 (4), which states that in case an applicant is ineligible under section 29A (c) he will
be afforded time by the CoC to make payment of the overdue amount and submit a fresh plan. 26
Therefore, it held that if the applicants want to participate then they have to first settle the dues
of their NPAs. But they cannot get rid of their ineligibility by selling their share in the NPAs.

To examine eligibility of resolution applicant, its business structure can be examined

by piercing the corporate veil:
The Supreme Court pierced the corporate veil and analysed in details the complex structure of
both the RAs and held that "since Section 29A (c) is a see through provision, great care must be
taken to ensure that persons who are in charge of the corporate debtor for whom such resolution
plan is made, do not come back in some other form to regain control of the company without
first paying off its debts."27 Further, the Supreme Court held that "it is important for the
competent authority to see that persons, who are otherwise ineligible and hit by sub-clause (c),
do not wriggle out of the proviso to sub-clause (c) by other means, so as to avoid the
consequences of the proviso. For this purpose, despite the fact that the relevant time for the
ineligibility under sub-clause (c) to attach is the time of submission of the resolution plan,
antecedent facts reasonably proximate to this point of time can always be seen to determine
whether the persons referred to in Section 29A are, in substance, seeking to avoid the
consequences of the proviso to sub-clause (c) before submitting a resolution plan.28 If it is shown,
on facts, that at a reasonably proximate point of time before the submission of the resolution
plan, the affairs of the persons referred to in Section 29A are so arranged, as to avoid paying off
the debts of the non-performing asset concerned, such persons must be held to be ineligible to
25
Id.
26
Id.
27
Id.
28
Id.
20 | P a g e
submit a resolution plan, or otherwise both, the purpose of the first proviso to sub-section ( c )of
Section 29A, as well as the larger objective sought to be achieved by the said sub-clause in
public interest, will be defeated."

Entities prohibited by SEBI : ineligible to submit resolution plan

The Supreme Court held that "When we come to sub-clause (f), it is clear that, if any of the
persons mentioned in section 29A is prohibited by SEBI from either trading in securities or
accessing the securities market – again ineligibility of the person submitting the resolution plan
attaches. Under sub-clause (f), if a person situate abroad is subject to any disability which
corresponds to sub-clause (f), such person also gets interdicted." Further, the Supreme Court held
that "it is clear that if a person is prohibited by a regulator of the securities market in a foreign
country from trading in securities or accessing the securities market, the disability under sub-
clause (i) would then attach.29

F. SWISS RIBBONS PVT. LTD. V UNION OF INDIA30

Facts
This most recent Supreme Court judgment deals with the constitutionality of certain provisions
of the Insolvency and Bankruptcy Code, 2016, the significant section of which is Section 29A.
The facts of the case are not important here because the appeal lies on the constitutional validity
of the sections.
An attack was made on section 29A by the petitioners. There were four major issues that were
pointed in section 29A:
1) The retrospective application of the section has impaired the rights of the erstwhile
promoters to participate in the recovery process.
That this section is contrary to the object of speedy resolution under the code.
2) Treatment of unequals as equals by placing a blanket ban on all the promoters and
managers of a company from participating in the resolution process.
3) Maximization of value of assets is also an object under the code which cannot be
achieved by putting a ban on the promoters from participating in the resolution
application process.

29
Id.
30
Swiss Ribbons (P) Ltd. v. Union of India, Writ Petition (Civil) No. 99 of 2019.
21 | P a g e
All of these issues were pointed out by the petitioners. They further made detailed arguments on
the same. But the argument and reasoning put forth by the Court in this case is the most crucial
aspect to understand more about section 29A.
The court systematically answered all of these issues:

Constitutional Validity of 29A

The Court first looked into the bare section and then moved on to the Statement of Objects and
Reasons for the amendment of the same:31
“Many concerns have been raised that persons who, with their misconduct contributed to defaults
of companies or are otherwise undesirable, may misuse this situation due to lack of prohibition
or restriction to participate in the resolution or liquidation process, and gain or regain control of
32
the corporate debtor.”
“Additionally, in order to check that the undesirable persons who may have submitted their
resolution plans in the absence of such a provision, responsibility has also been entrusted to the
committee of creditors to give a reasonable period to repay overdue amounts and become
eligible.”33

Arcelor Mittal Case:34

“[The opening lines of Section 29A of the Amendment Act refer to a de facto as opposed to a de
jure position of persons mentioned therein. This is a typical instance of a ‘see through’ provision,
such that one is able to arrive at persons who are actually in control, whether jointly, or in
concert, with other persons]…[In such cases, the principle laid down in Salomon v. A Salomon
and Co. Ltd.35 cannot not apply. For it is important to discover in such cases as to who are the
real individuals or entities who are acting jointly or in concert, and who have set up such a
corporate vehicle for the purpose of submission of a resolution plan.]”36

31
Understanding the Insolvency and Bankruptcy Code, 2016 Analysing developments in jurisprudence
https://ibbi.gov.in/webadmin/pdf/whatsnew/2019/Jun/190609_UnderstandingtheIBC_Final_2019-06-
09%2018:20:22.pdf.
32
WP. No. 99 of 2019.
33
WP. No. 99 of 2019.
34
Supra.
35
Salomon v. A Salomon and Co. Ltd, [1897] AC 22
36
WP. No. 99 of 2019
22 | P a g e
 Chitra Sharma v Union of India 37:
“The Courts must bear in mind that Section 29A has been enacted in the interest of a larger
public and to facilitate effective corporate governance. Parliament rectified a loophole in the Act
which allowed a backdoor entry to erstwhile managements in the CIRP.”
Thus the Court upheld the validity of the section considering the need and purpose for which it
has been introduced.

Retrospective Application
The Court then cited the Arcelor Mittal case wherein it was held that there was no vested right
given to a resolution applicant for the approval or consideration of its plan:
“Once the Resolution Professional has presented a resolution plan to the committee of creditors
for its approval, the committee of creditors does not approve such plan till after considering its
feasibility and viability, till the requisite vote of not less than 66% of the voting share of the
financial creditors is not obtained. It is clear that at this stage again no application before the
Adjudicating Authority can be entertained as there is no vested right or fundamental right in the
resolution applicant to have its resolution plan approved, and as such no adjudication has yet
taken place.”38
Therefore, the Court held that since the resolution applicant has no vested right, this point does
not stand.

Section 29A Not Restricted to Malfeasance

The petitioners tried to argue that when a promoter or manager has no part in the malfeasance in
the company, there is no reason why that person should be excluded from taking part in the
resolution process. Therefore, they should not be restricted from buying the assets of the
company. The Court answered this by saying:
“According to the petitioners, when immovable and movable property is sold in liquidation, it
ought to be sold to any person, including persons that are not eligible to be resolution applicants
as, mostly, it is the erstwhile promoter who alone may purchase such properties piecemeal by
public auction or by private contract. The legislative purpose which permeates Section 29A
continues to permeate the Section when it applies not just to resolution applicants, but during
liquidation also.”39
37
Chitra Sharma v Union W.P. (C) 744 of 2017
38
WP. No. 99 of 2018
39
WP. No. 99 of 2018
23 | P a g e
Therefore, the Court rejected this argument.

Related Party
Section 29A (j) has also been constitutionally challenged. The argument by the petitioners is that
someone cannot be excluded from being an applicant just because they are related to someone
who is disqualified.40 The Court reasoned:
“We are of the view that persons who act jointly or in concert with others are connected in some
way with the business activity of the resolution applicant. Similarly, all the categories of persons
mentioned in Section 5(24A) show that such persons would be connected with the resolution
applicant within the meaning of Section 29A (j). All the categories in Section 29A (j) deal with
persons, natural as well as artificial, who are connected with the business activity of the
resolution applicant.41 The expression ‘related party’, therefore, and the term ‘relative’ contained
in the definition sections must be read ‘noscitur a sociis’ with the categories of persons
mentioned in Explanation I of the same, and so read, would include only those persons who are
connected with the business activity of the resolution applicant. This disposes off all the
contentions raising questions as to the constitutional validity of Section 29A(j).”42
Therefore, in this way the Court deduced the section and the reasoning behind the sub clauses
that were challenged which did provide some clarity with regard to the position of the Court.

G. JINDAL STEEL & POWER LTD. V. ARUN KUMAR JAGATRAMKA (COMPANY APPEAL

(AT) NO. 221 OF 2018)43

Jindal Steel and Power Ltd., one of the unsecured creditors of the Corporate Debtor, preferred
the instant appeal under Section 421 of the Companies Act. The challenge was on the following
two questions:
(i) Whether in a liquidation proceeding under IBC, the Scheme for Compromise and
Arrangement can be made in terms of Sections 230 to 232 of the Companies Act?
(ii) If so permissible, whether the Promoter is eligible to file an application for Compromise and
Arrangement, while he is ineligible under Section 29-A IBC to submit a ‘Resolution Plan’?

40
INSOLVENCY – LAW, https://www.icsi.edu/media/webmodules/Insolvency%20law%20and%20practice.pdf
41
Id.
42
WP. No. 99 of 2018
43
Jindal Steel & Power Ltd. v. Arun Kumar Jagatramka (Company Appeal (AT) No. 221 of 2018)
24 | P a g e
The Appellate Tribunal answered the first question in affirmative. It relied on the earlier
decision in T. Shivram Prasad v. Dhanapal,44 to hold that: “In a Liquidation proceeding under
IBC, a petition under Sections 230 to 232 of the Companies Act is maintainable.”.
For answering the second question, the Appellate Tribunal relied on the decision of the Supreme
Court in Swiss Ribbons (P) Ltd. v. Union of India,45 and held that: “Even during the period of
Liquidation, for the purpose of Sections 230 to 232 of the Companies Act, the Corporate
Debtor is to be saved from its own management, meaning thereby — the Promoters, who
are ineligible under Section 29-A, are not entitled to file application for Compromise and
Arrangement in their favour under Sections 230 to 232 of the Companies Act.”.
Reference was also made to the proviso to clause (f) of Section 35 IBC, which makes it clear that
the Promoter, if ineligible under Section 29-A, cannot make an application for Compromise and
Arrangement for taking back the immovable and movable property or the actionable claims of
the Corporate Debtor.
The Appellate Tribunal was of the opinion that the NCLT, by its impugned order, though
ordered to proceed under Sections 230 to 232 of the Companies Act, failed to notice that such
application was not maintainable at the instance of Promoter, who was ineligible under Section
29-A to be a Resolution Applicant.46

44
T. Shivram Prasad v. Dhanapal, Company Appeal (AT) (Insolvency) No. 224 of 2018, decided on 27-2-2019
45
Swiss Ribbons (P) Ltd. v. Union of India, Writ Petition (Civil) No. 99 of 2019
46
IBC Learning Curves – from ICSI IIP, 30 th October 2019 http://icsiiip.com/Portals/0/Learning%20Curve
%20179.pdf
25 | P a g e
 6. ECONOMIC VIABILITY- OF SECTION 29A AN ANALYSIS

Section 29A was introduced in the Insolvency and Bankruptcy Code 2016 (IBC) in 2017 to
prevent certain kinds of persons, painted tainted under the law, from becoming contenders to
revive a company undergoing the Corporate Insolvency Resolution Process (CIRP) under the
IBC. Accordingly, these persons are not entitled to submit resolution plans during the CIRP. The
promoter of the company under the CIRP (known as the corporate debtor) is one such restricted
person.
The entire argument around restricting promoters from bidding for the assets of the Corporate
Debtors was centered around the moral hazard of promoters bidding for their own assets at steep
discounts, thereby benefiting at the cost of the lenders. While this view has been debated at
length, empirical evidence in the Binani Cements CIRP and the Essar Steel CIRP may warrant a
re-look at the economic feasibility of the restriction.47
First, the benefit of a promoter (who has historically been in control of the corporate debtor)
acquiring the corporate debtor cannot be over-emphasized. By virtue of the promoters
traditionally being in control, the requirement of any diligence and any fact finding can be
eliminated, and the CIRP process can proceed swiftly.48
More importantly, the moralistic argument of restricting a defaulting promoter to submit a
resolution plan was based on the benefits derived by the promoters at the expense of the lenders.
However, as has been seen in the above cases, the promoters offered a settlement which was
substantially higher than that of the H1 bidder in both cases. In such a case, restricting the
lenders from accepting such a higher bid turns around the argument. The promoters are willing to
pay to the lenders sums higher than that offered by the highest bidder. 49 Accordingly, the lenders
are in a better position by accepting the offer made by the promoters as opposed to that of the
highest bidder. The restrictions under Section 29A result in the lenders being devoid of this
higher price being offered by the promoters.

47
Binani Industries Ltd. v. Bank of Baroda. Nov. 14, 2018, par. 48.
48
http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda-hotline-single-view/article/the-
economics-of-morality-the-29a-conundrum.html?no_cache=1&cHash=bbcf796b0a5ce2e3c66b9f968f441afb
49
IBC: Ushering In A New Era An anthology of articles on The Insolvency & Bankruptcy Code, 2016, Vinod
Kothari & Company, Published on 10th June, 2019, http://vinodkothari.com/wp-content/uploads/2019/06/Booklet-
IBC-Final.pdf,
26 | P a g e
The introduction of Section 29A to the extent of restricting promoters of the corporate debtor
questions the commercial wisdom of the lenders to determine what is most beneficial to them. As
an alternate to the current restriction, a middle ground could be adopted, which permits
promoters to bid for the corporate debtor, while ensuring there are sufficient safeguards in place
to ensure that the lenders are not short-charged.
Firstly, the promoters may be permitted to bid for the corporate debtor only as long as such a
promoter has defaulted only in respect of the corporate debtor, and not any other company, due
to which such promoter is debarred from being a resolution applicant under Section 29A. This
ensures that the promoters do not benefit from being a resolution applicant while lenders of the
other company where they are defaulters are not paid out. Arcelor-Mittal’s repayment of Uttam
Galva’s lenders before becoming the H1 bidder for Essar Steel is a case in point. Alternatively,
the current situation, where the promoters are required to clear out the debts of other companies
to become an eligible resolution applicant could also be permitted.
Second, the bid of the promoters should be considered only in situations when there are other
credible resolution plans only. This would ensure that the CIRP is not misused by the promoter
to start off with a clean slate. The existence of other potential resolution applicants also ensures
that the corporate debtor is appropriately valued by the bidders (including the promoters) to
ensure that the creditors are not short-charged. A minimum number of credible resolution plans
(say 3) could be required for the promoter’s resolution plan to be considered. While the
possibility of the promoter’s offer (even if the only one) being more than the liquidation value
exists, the possibility of the same being misused by promoters cannot be eliminated. Criteria for
bids to be considered ‘credible’ would probably need to be explained to ensure lack of misuse.
Third, the promoters should not be provided any waivers, such as past non-compliances, non-
payment of stamp duties and levies, etc., which are sought in a resolution plan by the resolution
applicants. This stems from the fact that the non-compliances occurred while the promoters were
in control of the corporate debtor itself.
Fourth, the CIRP should not be used by the promoters to the detriment of other minority
shareholders. Accordingly, appropriate safeguards should be included to ensure that appropriate
payments are made to the minority shareholders. In the absence of such a provision, the CIRP
under the IBC may be misused by promoters to buy out the minority shareholders at substantially
reduced valuation. Fair value norms may be prescribed to protect the minority shareholders.

27 | P a g e
Last, to ensure that the promoter’s resolution plan is not an innovative manner of ‘ever-greening’
of loans, the resolution plan of the promoter may restrict any deferred payments to creditors, and
require for upfront payments to all creditors. While the lenders may be permitted to covert loans
into equity, no debt should be permitted to be outstanding once the resolution plan is approved
and implemented.
Ensuring a middle path permitting promoters from becoming a resolution applicant, although
ensuring appropriate safeguards (such as the above) to protect the other stakeholders may make
the IBC and the CIRP process much more economically viable for the promoters and the lenders,
without compromising the sanctity of the process. The excess of the payments that the promoters
are willing to make to the lenders cannot be foregone for the cost of morality. As Oscar Wilde
once said:
“Morality is simply the attitude we adopt towards people we personally dislike.”

28 | P a g e
 7. LATEST DEVELOPMENTS: IN LIGHT OF IBBI NOTIFICATION

The Insolvency and Bankruptcy Board of India ("IBBI"/"Board")50 introduced the IBBI

(Liquidation Process) (Amendment) Regulations, 2020 ("Amendment Regulations") w.e.f. the
same day.
In what seems to be an adaptation of the ideas proposed in the Discussion Paper dated
03.11.2019, the Amendment Regulations seem to have provided for "out-and-out ouster"
approach towards persons ineligible under section 29A of the Code, in liquidation processes too,
thereby imbibing in the Liquidation Process Regulations, the orders of the Hon'ble National
Company Law Appellate Tribunal ("NCLAT") in Jindal Steel & Power Ltd. v. Arun Kumar
Jagatramka51  and State Bank of India v. Anuj Bajpai.52 Further providing for a specific timeline
for sale by secured creditors in case of outside-liquidation sale, and introduction of the
"Corporate Liquidation Account", the Amendment Regulations, in essence, seem to be plugging
gaps in Liquidation Process Regulations, and furthering tightening the timelines under the Code.
In this article, the author has made a humble attempt to analyse the amendments and the probable
repercussions/impact.

A. OUSTING THE INELIGIBLE

It may not be an exaggeration to say that the section 29A of the Code, acts as the shield between
the Corporate Debtor and those persons who are either responsible for the debacle of the
company, or may not be instrumental for its revival. While section 29A is literally applicable
under corporate insolvency resolution process during submission of resolution plans, its
underlying principles are adopted during liquidation processes too. Proviso to section 35 (1) (f)
of the Code mandates that a liquidator shall not sell the immovable and movable property or
actionable claims of a corporate debtor in liquidation to any person who is not eligible to be a
resolution applicant.53

50
Insolvency and Bankruptcy Board of India ("IBBI"/"Board") vide Notification No. IBBI/2019-20/GN/REG053,
dated 06.01.2020.
51
Jindal Steel & Power Ltd. v. Arun Kumar Jagatramka (Company Appeal (AT) No. 221 of 2018)
52
State Bank of India v. Anuj Bajpai (Liquidator) (Company Appeal (AT) (Insolvency) No. 509 of 2019)
53

29 | P a g e
The previous amendment to the Liquidation Process Regulations1, brought into the law yet
another escape route from liquidation; schemes of compromise/arrangement. However, while on
one hand the Code explicitly bars sale of assets of the corporate debtor to those ineligible under
section 29A, there was no such restriction/prohibition from proposing compromise or
arrangement under section 230 of the Companies Act, 2013, which may result in an ineligible
person under section 29A acquiring control of the corporate debtor; hence defeating the purpose
of law.
The said concern was also brought before the Hon'ble NCLAT in the case of Jindal Steel &
Power Ltd. (supra), wherein the Hon'ble NCLAT held that, while a scheme under section 230 is
maintainable for companies in liquidation under the Code, the same is not maintainable at the
instance of a person ineligible under section 29A of the Code. The Hon'ble NCLAT further
relied upon the landmark order of the Hon'ble Supreme Court in Swiss Ribbons (P.)
Ltd. v. Union of India,54  wherein it is observed that that the primary focus of the legislation is to
ensure revival and continuation of the corporate debtor by protecting the corporate debtor from
its own management and from a corporate death by liquidation.
Hence, now that the order of the Hon'ble Appellate Tribunal is made a part of the Liquidation
Process Regulations, and is settled that section 29A shall also be applicable to schemes of
compromise/arrangement under liquidation process, we shall now delve into a few lingering
questions, more specifically pertaining to impact of the said amendment on the erstwhile
promoter, directors of the corporate debtors.

H. EXTENT OF THE EXPRESSION "SHALL NOT BE A PARTY IN ANY MANNER"

Vide  insertion of proviso to regulation 2B (1) of the Liquidation Process Regulations, the
Amended Regulations ad-verbatim  states that-
"Provided that a person, who is not eligible under the Code to submit a resolution plan for
insolvency resolution of the corporate debtor, shall not be a party in any manner to such
compromise or arrangement." (Emphasis Supplied)
A question that now arises is what shall be the purport of the term "any manner"? While it is
evidently clear that the ex-promoters/ineligible persons shall not be eligible to propose a scheme
of compromise/arrangement during liquidation, the following questions remain unanswered-

54
 Swiss Ribbons (P.) Ltd. v. Union of India [2019] 101 taxmann.com 389/152 SCL 365, 
30 | P a g e
 a. Will such persons be allowed to attend and vote the class meeting?
b. Whether the proposed scheme can provide for reinstating the ex-promoters/directors in
such position?
c. Who shall be the proposer?
The author is of the view that the term "any manner" is to signal that the promoters/ineligible
persons shall be ousted from participation from the very nascent stage i.e. from the stage where
the scheme is structured.
Hence, while the question of ineligible persons' right to attend and vote at such meeting may be
in negative, On the question whether the scheme of arrangement may propose the continuation of
control of existing promoters, there is a potential line of argument that may run as follows.

I. REINSTATING THE CONTROL OF EX-PROMOTERS BY WAY OF THE SCHEME-

First, the Liquidation Process Regulations, as amended, bar ineligible persons from being a party
to the scheme. A scheme has a proponent/applicant who proposes the scheme. Thereafter, the
scheme is taken to creditors and members in separate meetings for voting in accordance with sec
230 of the Companies Act, 2013. It may be convincing to hold that the promoters/ineligible
persons should be excluded from voting, so that they don't vote themselves back on the driving
seat. Since the resolution u/s 230 is a special resolution, it will therefore become "double
special", because it excludes the promoter shareholders.
However, if on the strength of vote of independent shareholders, and creditors, the existing
promoters are handed the reins of control, does it in any way defeat the intent of the Code? The
intent of the Code cannot be to disrupt the existing continuity of control even where creditors and
members with overwhelming majority want the control to be continued. Scheme of revival is a
fresh chance of hope for survival outside liquidation or insolvency. Hence, if the creditors want it
that way, and the members too want it, there is no reason to bring sec. 29A to cause a new person
to come into control.

J. WHO SHALL BE THE PROPOSER?

By virtue of section 230 of the Companies Act, 2013 provides that an application for
compromise or arrangement may be filed by the liquidator in case of the company under
liquidation under the provisions of the Code. Hence, it is clear and certain that the application
31 | P a g e
can be filed by the liquidator. Further, in Rasiklal S Mardia v. Amar Dye Chemical Ltd.,55 (, the
Hon'ble NCLAT held that liquidator is only an additional person and not exclusive person who
can move application. Hence, in general, even when a company is under liquidation under the
Code, a creditor, a member or the liquidator can propose a scheme of arrangement under section
230.56
It can thus be said that the scheme for compromise/arrangement may be proposed by a
member/creditor who is not ineligible under section 29A, and the liquidator comes as an
additional person who can make such application.

K. LEAVING NO WINDOW OPEN FOR EX-PROMOTER DIRECTORS- A DEMOTIVATOR?

While one may argue that it is necessary to shield the corporate debtors from those persons who
led the company to insolvency, it must also be appreciated that an outright bar from participation
under the Code may not be complementary to the focal intent of the Code- revival of companies.
While a negative provision of law, here section 29A, is indispensable for ensuring sufficient
safeguard from misuse of law, the extent of such negative provisions shall be determined with
much care, so that it does not become a de-motivator for the entrepreneurial spirit in general.

L. PROHIBITION FROM SALE TO INELIGIBLE PERSONS-

In its stride to de-bar the ex-promoter directors of corporate debtors and other persons who are
ineligible under section 29A from participating under the Code in any manner at all, the
Amendment Regulations vide insertion of regulation 37 (8) has provided that "A secured creditor
shall not sell or transfer an asset, which is subject to security interest, to any person, who is not
eligible under the Code to submit a resolution plan for insolvency resolution of the corporate
debtor."
Hence, not only does the law bar the ex-promoters from participation under the Code, it now
goes on to bar sale outside liquidation process also. However, it poses a big question on the
extent to which the Code can interfere the rights of a secured creditor who has already opted out
of the liquidation process.

55
Rasiklal S Mardia v. Amar Dye Chemical Ltd., (Company Appeal (AT) No.337 of 2018)
56
Id.
32 | P a g e
 8. ANALYSIS OF THE US AND UK INSOLVENCY LAWS

A. UNITED KINGDOM

The UK law which governs insolvency is the Insolvency Act of 1986. The law allows for the
insolvent companies to either be rescued as a going concern or liquidate the same. The act deals
with the insolvency of both, individuals as well as companies.

Now Section 249 defines “connected with a company”. It states that:

“For the purposes of any provision in this Group of Parts, " Connected " a person is connected
with a company if- with a (a) he is a director or shadow director of the company or an associate
of such a director or shadow director, or (b) he is an associate of the company ;”

Section 251 also refers to a “shadow director”:

“in relation to a company, means a person in accordance with whose directions or instructions
the directors of the company are accustomed to act (but so that a person is not deemed a shadow
director by reason only that the directors act on advice given by him in a professional capacity)”

The UK law has the concept of insolvency and bankruptcy where both are dealt in a separate
manner. In insolvency, a company becomes insolvent when it does not have enough assets to
cover its debts or if it cannot pay its debts on the due dates. 57 UK law also has a concept of
“wrongful trading” wherein, the directors of a company are held liable and legally responsible if
they continue trade inspite of knowing that the company is insolvent.

There are 5 procedures open to an insolvent company:

 Administrators
 Company voluntary arrangements (CVAs)
 Administrative receiverships
 Compulsory liquidations(CLs)
 Creditors’ voluntary liquidations. (CVLs)
57
H. Eidenmuller and K. van Zwieten. “Restructuring the European Business Enterprise: the European
Commission’s Recommendation on a New Approach to Business Failure and Insolvency”. In: European Business
Organisation Law Review 16 (2015), p. 625, p. 655.
33 | P a g e
The UK law believes that creditors under law have very little power in case of insolvency to
recover back the assets and therefore, it is better if they help ensure that the business remains
alive rather than ensuring that the business ceases trading by depressing the realizable assets.
Therefore, it is important to have negotiation and discussion with the creditors to ensure that they
don’t apply for winding up of the company.58
Now there are 2 ways of approaching the company’s rescue. The first is going for an insolvency
process through a CVA,59 that is by appointment of an administrator while the company is
rescued. Here the administrator will ask the creditors to write off a part of the debt to preserve
the solvency of the company and hence this way preserves the value of the company and the
control of the same is then handed back to the directors. This is such a contrast to the Indian
perspective where the company after becoming insolvent is never handed back to the directors
and the promoters of the company. Although if this plan of CVA or CVL or compulsory
liquidation is unsuccessful, the company is dissolved.
The second method is rescuing the business through an insolvency process where an insolvency
professional is appointed, who sells the control of the company to a new business and the money
generated through the same is used to pay back the debts of the company.

A. PRE-PACK ADMINISTRATIONS

Pre-pack or Pre-packaged administrations is a deal to sell a failed company’s assets at a

predetermined price right after the appointment of administrators. 60 It is another way of ensuring
that instead of going into traditional insolvency, where the process would be lengthy along with
decrease in the value of the company and its brands, the company gets a better deal for all the
stakeholders by enhancing the value of the company and its assets. At the same time the
employees of the company are also better paid off. This way the company is not failed into
dissolving, rather the company is sold to a better administration.

This is much better than traditional method of insolvency. The biggest catch being, in this
process the directors of the company itself are also allowed to participate. Therefore, unlike
58
P. Aghion, O. Hart, and J. Moore. “Improving bankruptcy procedure”. In: Wash. U. L. Rev. 72 (1994), p. 849, p.
852
59
O.D. Hart. “Bankruptcy Procedure”. In: Firms, Contracts, and Financial Structure. Clarendon Press, 1995, p. 27
60
J. Payne. “Debt restructuring in English law: lessons from the United States and the need for reform”. In: L.Q.R
130 (2014), p. 282, p. 295
34 | P a g e
section 29A of the Insolvency and Bankruptcy Code of India, this law allows the directors and
other people associated with the business to take part in this aspect because it is believed that
there in nothing wrong in the participation of the people associated with that company to
participate in the bid. They believe that there is no better bidder than the ones associated with the
company as they know the dealings of the company.
The bidding involved is open for all to participate in, but as long as the price obtained for the
company is suitable to the creditors of the company, there is nothing stopping the directors from
participating in the bid as well as from buying back the company.
The insolvency professional has to give a detailed statement to the creditors as to why a pre-pack
pool was selected and mention the circumstances involving the same so that the creditors can be
satisfied that the right choice was taken taking into account their interest and money in the
business.
A pre-pack usually transfers the ownership of the business, leaving the liabilities behind with the
new owner unlike the CVA where the management of the company is kept intact which
sometimes helps the company.

M. COMPANY VOLUNTARY ARRANGEMENT

CVAs on the other hand are a type of owner managed businesses where the owner gets a second
chance at restructuring the business which is suffering genuine financial difficulties and where
they believe that such difficulties can be overcome in the future. Also in this, the shareholders
and the board generally remain in the control of the company.
CVAs usually also benefit the unsecured creditors in realizing their debts better as by supporting
the company, they have a better chance of recovering the money as well as continuing the
business in the future. It also helps in bettering the relationships for better survival of the
company.
Even for a secured creditor, CVA sometimes is a better solution as it allows for repayment of
debt as well as generation of future revenues. Also, by supporting a CVA, there is less risk for a
creditor and more debt realization than by selling the assets of the company away and removing
the current administration.

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The only disadvantage of CVA is that it needs consent of the creditors, and since there is no
concept of moratorium, any other creditor can approach the court and still put an order of
liquidation. If these arrangements do not work, the company can still be put into liquidation.
Another notable point in the UK legislation is that they have disqualification proceedings for
directors if they are seen to have acted with malfeasance on the assets the company. But the UK
law does not make every director of a failed company a disqualified director. This is so because
unless there was misconduct on the part of the director, insolvency is not to be treated as a
punitive offence. Rather it is method for directors to open and run successful ventures through
trial and error. But in case of wrongful trading by the director, the director’s personal assets
would be held liable for the losses. Wrongful trading is when a director causes avoidable losses
to the creditors knowing that the business would be insolvent eventually.

A. UNITED STATES

A. US SYSTEMS OF BANKRUPTCY

The primary statute that governs restructuring and insolvency process in the United States is
Title 11 that is also known as the Bankruptcy Code. US is considered a debtor friendly nation
where the possession of the company remains with its present management and the existing
board under all Chapter 11 cases.61 The board has a right to propose reorganization in such cases,
hence the reason why the US is considered debtor friendly.
Now in comparison with section 29A, there are two types of duties that are put on the
management, specifically the directors of the company:
1) Duty of loyalty
2) Duty of care

Duty of loyalty means acting the in the best interest of the company, by making informed and
rational decisions.62 On the other hand, duty of care needs a director to perform their functions in
their fiduciary capacity and self- interest of the company. This means that they should not engage

61
Chapter 11 - Bankruptcy Basics, https://www.uscourts.gov/services-forms/bankruptcy/bankruptcy-basics/chapter-
11-bankruptcy-basics
62
Chapter 11 Bankruptcy: An Overview, By Bret A. Maidman, Attorney, https://www.nolo.com/legal-
encyclopedia/chapter-11-bankruptcy-overview.html
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in activities that permit the receipt of improper personal benefit from their relationship with the
corporation.
Chapter 11 of the US Bankruptcy Code deals with reorganization (equivalent to insolvency
resolution in India and administration in UK law). The reorganisation framework envisaged
under the US Bankruptcy Code follows “debtor-in-possession” approach; hence the nature of
duties which a Court-appointed trustee has to perform is different in this case. Section 1106
specifies the duties of a trustee appointed by the Court. He is required to perform the duties of a
trustee in a liquidation case specified in section 704 (2), (4), (6), (7), (8), and (9). 63 These include
– to be accountable for all property received, to investigate the financial affairs of the debtor, to
furnish such information concerning the estate and the estate’s administration as is requested by
a party in interest (unless the Court orders otherwise), and to file with the Court periodic reports
and summaries of the operation of the business of the debtor. The section also casts certain
investigative duties on the trustee – to investigate the acts, conduct, assets, liabilities, and
financial condition of the debtor, the operation of the debtor’s business, and the desirability of
the continuance of the business, and any other matter relevant to the case or to the formulation of
a plan. Section 1107 places a debtor-inpossession in the shoes of a trustee in every way. The
debtor is given the rights and powers of a Chapter 11 trustee. He is required to perform the
functions and duties of a Chapter 11 trustee, except the investigative duties.64
Insolvency raises the scrutiny of the dealings of the directors in their decision making process.
When the company goes into insolvency, the fiduciary duty of a director extends to the creditors
of the company. This involves maximizing the value of the company. Courts require these
directors to act with skill and care which a person with ordinary prudence would usually apply in
such situations.
Under US legal system, the directors and the debtor company is given the benefit of doubt with
regard to their actions. There is a presumption that they have acted on an informed basis without
self interest and in good faith and belief and that any actions taken, were in the best interest of
the company. Therefore, the burden is on the other side to prove that there has been malfeasance
on the part of the directors.
Chapter 7, 11 and 13
63
US Bankruptcy , American Bar Association,
Primer,https://www.americanbar.org/groups/gpsolo/publications/gp_solo/2011/july_august/chapter_11_bankruptcy_
primer/
64
Chapter 11, US Bankruptcy Code.
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Since a debtor can liquidate under either Chapter 7, 11 or 13 of the code, it depends on the sector
of the company. Chapter 11 is usually preferred over Chapter 7 because the debtor remains in
possession under Chapter 11. That is, the management and Board control the case and the
proceedings under it.
Chapter 7 bankruptcies are the most common bankruptcies that are filed. They can be filed by
individuals also. It involves liquidation where the person or the company is to turn over all its
assets to a supervising officer who is known as the Bankruptcy Trustee. Most of their property is
seized, except for certain exempt items like clothing, household items, tools for work, etc.
The trustee in this case will take the rest of the property and sell the same. The money will be
used to pay back the creditors. Thus some amount of money is paid back to them. But under the
law, after this payment, they are discharged from their dues to the creditors. If any creditor still
tries to recover any money, they are penalized.
Under Chapter 7 on the other hand, a trustee is appointed to administer the bankruptcy estate and
the role of the debtor company is limited under the same. The debtor company also ceases to
operate the business.65
Chapter 13 is a reorganization bankruptcy wherein the debtors will be allowed to keep their non-
exempt property that they do not want to give up. They are declared as insolvent. The debtors are
then given a longer time period to pay back their loans. In this bankruptcy, the creditors have no
say in the matter. Their collateral payments are reduced and extended to ensure that the money is
repaid by the debtor.66
On the other hand, under Chapter 11 , businesses that have become insolvent but want to
continue with their business are given a personal reorganization. The debtor company gets
protection from the creditors at the same time reducing their liabilities and restructuring the
business by giving it another chance of profitability.
Once the debtor is admitted under Chapter 11 , the end goal of the process is either
reorganization or liquidation. If the end plan is liquidation, then the debtor is not discharged of
the claims against it. Under Chapter 11, the company and its directors will file a resolution plan
which will be put before the Committee of Creditors who will approve the reject the same. But
Chapter 11 enables the company to operate as a going concern which is in contrast to Section
29A of the Insolvency Code.
65
Id.
66
Supra note 59.
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“Under chapter 11, the company can be sold in whole or in part or put under liquidation. But it is
different from Chapter 7 because it allows for reorganization before liquidation. In the initial
period of Chapter 11 filing, a debtor has the exclusive right to submit a plan. No other
party has a right to submit a plan. Interested parties can seek termination of the debtor’s
plan to file their own plan. Such an interested party may be a creditor or equity holder.”67
Once the plan is proposed, only the impaired class of creditors can vote on accepting or rejecting
the plan. The classes that are getting their entire claimed amount are deemed to have accepted
the plan while the classes that do not receive any recovery are deemed to have rejected the plan.68
The supervision and control during such a bankruptcy proceeding remains with the existing
management of the company. In rare circumstances, the court may appoint an examiner to
investigate the working of the company to establish fraud, dishonesty, incompetence or
mismanagement.
During the entire proceedings, the company has protection from the claims of the creditors. Once
the plan is approved, the chapter 11 proceedings will conclude.

Therefore, we see how these legislations in the US and UK are in stark contrast to that of India.
Both these jurisdictions believe that for having better businesses and to ensure that a business
actually gets help from the insolvency, it is imperative for the previous management to continue
and grow from their mistakes. At the same time this does not mean that the directors and
promoters are free from liability. On the other hand they are heavily penalized if it is found that
they committed malpractice or acted in a wrongful manner. Thus there is a balance.

67
Chapter 11, Reorganisation, https://uscode.house.gov/view.xhtml?path=/prelim@title11/chapter11&edition=prelim
68
Id.
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 9. CONCLUSION

Therefore after looking into detail of section 29A, to answer the question posed, as to whether it
is an adequate legislation or not, I feel that with respect to the reasoning behind drafting the
same, it has acted quite well for curbing malfeasant promoters and directors from trying to gain
control of an insolvent business.
To this extent, I feel that the added layer of disqualification which has been added by the first
line of the Section which states “persons acting jointly or in concert with” has been the cherry on
the cake because, it is an added measure that ensures that the persons who are disqualified, do
not try to get the control of the business through someone else.
The only concern that I feel with regard to this section is that it automatically considers the
persons who are in connection to the business unfit to continue such business. That is it directly
wants to remove the present management of the company once it goes into insolvency. I do not
think that this is a good approach because the management of the company may have failed due
to a gamut of reasons but that does not mean that the promoters and directors have acted in a bad
way. In fact, if they are, like UK and US Jurisdictions allow, given a second chance at the
management of the company after resolving the debt of the company, they would strive much
better rather than face such losses.
Additionally, in the Indian jurisdiction the promoters and directors are not even allowed to bid
for the assets of the company once it goes into liquidation. This is harshly unfair and unjust as
the law presumes them to have committed wrongful acts.

A. OVERDOING SECTION 29A AND THE OTHER SIDE OF THE COIN

The introduction of section 29A was to strengthen the insolvency resolution process such that
certain persons are prohibited from submitting resolution plans who, on account of their
antecedents, may adversely impact the credibility of the processes under the Code.
Although the Apex Court has already upheld the validity of the provision, irrespective of
whether the default was an act of malfeasance not; the lawmakers as well as the judiciary might
need to relook the entire scenario from a different perspective. Even the Bankruptcy Law Review
Committee took note of the fact that “some business plans will always go wrong”, and “above

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all, bankruptcy law must give honest debtors a second chance, and penalize those who act with
mala fide intentions in default”.
This is apart from the fact that the edifice of corporate existence is separateness of identities –
failure of a business does not necessarily mean that the management is not capable of
undertaking any business activity or the manager, even in his individual capacity, should be
disqualified to buy the asset.  If a person’s venture of selling homes did not go well, that does not
mean he should be disqualified to buy a home.
Disregarding this separateness and applying section 29A universally will have a two-way distress
–
(i) it adds to the element of uncertainty to debtor-creditor agreements, as in at the time of
entering into the lending arrangement, the secured creditor has to take into account the fact that
several classes of persons would be disqualified to buy assets on which it is relying – this might
affect credit affordability for corporates, and rather become counter-productive to the objective
of the Code (promoting availability of credit);  and
(ii) it reduces the risk-appetite of the entrepreneurs, and the entrepreneurs will be incapacitated
to acquire assets even in their personal capacities.
Also, as the rights of the secured creditors would be curbed; the Code might not remain a
preference for such creditors. The same applies to corporate debtors – provisions for self-filing
will become redundant as the shareholders and the management would apprehend being ousted
now and forever, even when the default is genuine and is not a result of mala fide acts.
Hence, probably, what we need is a balanced interpretation and implementation of section 29A,
failing which it might be difficult to adhere to the objectives of the Code.

N. NEED OF A MORE BALANCED LAW

There is a need for balance of law. While there is absolutely no doubt that the goal of section
29A to disqualify the promoters and directors is being achieved, the management of the company
needs to be given another chance after reduction of debt.
For example, how in the UK legislation, there is a concept called as Company’s voluntary
Arrangement, wherein the company is given a second chance by reducing the debt and letting the
business continue under the same management.

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Similarly in US legislation, the company is given a second chance under chapter 11 insolvency
where only the company is to suggest a better plan for resolution of debt after whose acceptance
the company continues to function normally.
Under our legislation, I feel that there is a lot of litigation tied up once a company goes into
insolvency, where for each and every measure, every person from the creditor to the
management itself files a suit to ensure that insolvency does not take place. Part of the reason for
this is because are they essentially overthrowing the existing management under insolvency.

O. LESSONS FROM FOREIGN STATUTES

In contrast, we should learn from the UK and US insolvency law that having an insolvency
process is not a bad thing and the promoters and managers are not always at fault. Therefore,
through a smooth transition of debt payment, both the creditors and the businesses themselves
will thrive.
Therefore, I feel that there is still a need to change the law in such a way that it does not
disqualify the promoters and directors, rather there should be a penalty in place in case the
management is found to have been acted malfeasantly. In such a case, it is appropriate to remove
the management. But otherwise, there is no better person than the current management to know
how to better run the company once it has a better debt repayment plan.
Therefore, both my research questions have been answered in positive, that is while section 29A
has achieved the purpose for which it has been enacted, there is need for a different type of law
where the promoters and directors are not just ousted from taking part in the management of the
company once the company goes into insolvency as has been discussed above.

10. BIBLIOGRAPHY

A. CASE LAWS

1. RBL Bank Limited v MBL Infrastructures Limited , (IB) 170 KB 2017

2. CA(IB) No. 543/KB/2017; order dated 18.12.2017],

3. RBL v MBL, CA IB No. 238, 270& 280/KB/2018

4. Arcelor Mittal India Private Limited v Satish Kumar Gupta, CA No. 9582 of 2018.
42 | P a g e
 5. Swiss Ribbons (P) Ltd. v. Union of India, Writ Petition (Civil) No. 99 of 2019.

6. Salomon v. A Salomon and Co. Ltd, [1897] AC 22

7. Chitra Sharma v Union W.P. (C) 744 of 2017

8. Jindal Steel & Power Ltd. v. Arun Kumar Jagatramka (Company Appeal (AT) No. 221 of

2018)

9. T. Shivram Prasad v. Dhanapal, Company Appeal (AT) (Insolvency) No. 224 of 2018,

decided on 27-2-2019

10. Binani Industries Ltd. v. Bank of Baroda. Nov. 14, 2018, par. 48

11. State Bank of India v. Anuj Bajpai (Liquidator) (Company Appeal (AT) (Insolvency) No.

509 of 2019)

12. Rasiklal S Mardia v. Amar Dye Chemical Ltd., (Company Appeal (AT) No.337 of 2018)

B. REPORTS AND WEB LINKS

1. R. Sengupta, A. Sharma, and S. Thomas. Evolution of the insolvency framework for non-
financial firms in India. 2016. url: http://www.igidr.ac.in/ pdf / publication / WP - 2016 -
018 . pdf
2. The Insolvency and Bankruptcy Code (Amendment) Ordinance. 2017; The Insolvency
and Bankruptcy Code (Amendment) Ordinance. 2018
3. The report of the Bankruptcy Law Reforms Committee. Volume I: Rationale and Design.
Bankruptcy Law Reforms Committee, 2015, chap. 9.
4. Understanding the Insolvency and Bankruptcy Code, 2016 Analysing developments in
jurisprudence
https://ibbi.gov.in/webadmin/pdf/whatsnew/2019/Jun/190609_UnderstandingtheIBC_Fin
al_2019-06-09%2018:20:22.pdf.
5. V. Sivaramakrishnan and D. Charan. Cramming down under the Insolvency Code. Jan. 5,
2018. url: https://www.vantageasia.com/cramming-insolvency-code/

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 6. INSOLVENCY – LAW, https://www.icsi.edu/media/webmodules/Insolvency%20law
%20and%20practice.pdf
7. IBC Learning Curves – from ICSI IIP, 30th October 2019
http://icsiiip.com/Portals/0/Learning%20Curve%20179.pdf
8. http://www.nishithdesai.com/information/research-and-articles/nda-hotline/nda-hotline-
single-view/article/the-economics-of-morality-the-29a-conundrum.html?
no_cache=1&cHash=bbcf796b0a5ce2e3c66b9f968f441afb
9. IBC: Ushering In A New Era An anthology of articles on The Insolvency & Bankruptcy
Code, 2016, Vinod Kothari & Company, Published on 10th June, 2019,
http://vinodkothari.com/wp-content/uploads/2019/06/Booklet-IBC-Final.pdf,
10. Insolvency and Bankruptcy Board of India ("IBBI"/"Board") vide Notification No.
IBBI/2019-20/GN/REG053, dated 06.01.2020.
11. Jaypee Infratech, Judgment dated August 09, 2018 by Bench comprising of Hon’ble
Mr .Chief Justice of India Dipak Misra, Hon’ble Mr. Justice D.Y. Chandrachud and
Hon’ble Mr. Justice A.M. Khanwilkar in W.P.(C) 744 of 2017, also available
at: https://www.sci.gov.in/supremecourt/2017/25878/25878_2017_Judgement_09-Aug-
2018.pdf
12. IBC: Section 29A – The Ghost Of Retrospective
Pasthttps://www.bloombergquint.com/law-and-policy/ibc-section-29a-the-ghost-of-
retrospective-past
BloombergQuint https://www.bloombergquint.com/law-and-policy/ibc-section-29a-the-
ghost-of-retrospective-past
13. Report of the Insolvency Law Committee. Insolvency Law Committee, 2018; to address
some of these challenges, the IBC has already been amended twice through Presidential
ordinances, followed up by Parliamentary laws.
14. Aryan. Operational creditors should get a say, vote in insolvency process: SC. Dec. 13,
2018. url: https://www.businessstandard.com/article/companies/operational-creditors-
should-get-a-sayvote-in-insolvency-process-sc-118121300923_1.html
15. H. Eidenmuller and K. van Zwieten. “Restructuring the European Business Enterprise:
the European Commission’s Recommendation on a New Approach to Business Failure

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 and Insolvency”. In: European Business Organisation Law Review 16 (2015), p. 625, p.
655.
16. Aghion, O. Hart, and J. Moore. “Improving bankruptcy procedure”. In: Wash. U. L. Rev.
72 (1994), p. 849, p. 852
17. O.D. Hart. “Bankruptcy Procedure”. In: Firms, Contracts, and Financial Structure.
Clarendon Press, 1995, p. 27
18. J. Payne. “Debt restructuring in English law: lessons from the United States and the need
for reform”. In: L.Q.R 130 (2014), p. 282, p. 295
19. Chapter 11 - Bankruptcy Basics, https://www.uscourts.gov/services-
forms/bankruptcy/bankruptcy-basics/chapter-11-bankruptcy-basics
20. Chapter 11 Bankruptcy: An Overview, By Bret A. Maidman, Attorney,
https://www.nolo.com/legal-encyclopedia/chapter-11-bankruptcy-overview.html
21. Restructuring and Insolvency in the United States (Thmoson Reuters) <
https://content.next.westlaw.com/Document/Id4cf8e42f3ad11e28578f7ccc38dcbee/View/
FullText.html?
contextData=(sc.Default)&transitionType=Default&firstPage=true&bhcp=1>
22. Bankruptcy Law, Chapter 7, 11 and 13 (HG Org) < https://www.hg.org/bankrpt.html>
23. Restructuring and Insolvency in the US (Lexology) <
https://www.lexology.com/library/detail.aspx?g=4cfbd481-874d-4f18-9a2a-
4df7e08e352b>
24. Corporate Recovery and Insolvency in UK, 2018 (Global Legal Group Limited) <
https://iclg.com/practice-areas/corporate-recovery-and-insolvency-laws-and-
regulations/usa>
25. Practical Guide to UK Insolvency (Squire Patton Boggs) <
https://www.squirepattonboggs.com/~/media/files/insights/publications/2011/04/a-
practical-guide-to-uk-insolvency-proceedings/files/eur6182-girr--squire-
sanders/fileattachment/eur6182-girr--squire-sanders.pdf>
26. Introduction to English Insolvency Law (Slaughter and May) <
https://www.slaughterandmay.com/media/251437/an-introduction-to-english-insolvency-
law.pdf>

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 27. Insolvency in Brief (Pricewaterhouse and Coopers) <
https://www.pwc.co.uk/assets/pdf/insolvency-in-brief.pdf>
28. Insolvency and Bankruptcy Board of India (IBBI) < https://ibbi.gov.in/>
29. The Insolvency and Bankruptcy Code, 2016- Key Amendments (Mondaq) <
http://www.mondaq.com/india/x/492318/Insolvency+Bankruptcy/The+Insolvency+And+
Bankruptcy+Code+2016+Key+Highlights>
30. Insolvency Procedures for Limited Liability Partnerships (Thomson Reuters)
https://uk.practicallaw.thomsonreuters.com/1-503-8295?
transitionType=Default&contextData=(sc.Default)&firstPage=true&comp=pluk&bhcp=1
,
31. Insolvent LLPs: Reviewable transactions and liability of members (Thomson
Reuters)https://uk.practicallaw.thomsonreuters.com/7-508-1021?
transitionType=Default&contextData=(sc.Default)
32. Komal Gupta, Priyanka Mittal, Scope of Insolvency Rules to be expanded <
https://www.livemint.com/Companies/e9Xl8HTcxy0AJdMcAgbEGJ/Scope-of-
insolvency-rules-expanded-to-individual-businesses.html>

C. STATUTES

1. Insolvency and Bankruptcy Code, 2016

2. Insolvency Act, 1986 (UK)
3. Title 11, US Code

D. BOOKS

1. Manzar Saeed, Commentary on the Insolvency and Bankruptcy Code, 2016 (2017)
2. Taxmann, Insolvency and Bankruptcy Code, 2016 (2019)
3. V.S. Datey, Guide to Insolvency and Bankruptcy Code, 2016 (2019)

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