IBBI (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016

IBBI-Model-Bye-Laws-Governing-Board-Insolvency-Professional-Agencies-Regulations-2016

INSOLVENCY AND
BANKRUPTCY BOARD OF INDIA
NOTIFICATION
New
Delhi, the 21st November, 2016
Insolvency
and Bankruptcy Board of India (Model Bye-Laws and Governing Board of
Insolvency
Professional Agencies) Regulations, 2016
IBBI/2016-17/GN/REG001.— In exercise of the powers conferred by sections 196, 203 and 205 read
with section 240 of the Insolvency and Bankruptcy Code, 2016 (31 of
2016), the Insolvency and Bankruptcy Board of India hereby makes the following
Regulations, namely –
CHAPTER
I
PRELIMINARY
Short title and commencement.




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1.    (1) These Regulations
may be called the Insolvency and Bankruptcy Board of India (Model Bye-Laws and
Governing Board of Insolvency Professional Agencies) Regulations, 2016.
(2) These Regulations
shall come into force on the date of their publication in the Official Gazette.
Definitions.
2.        
(1) In these
Regulations, unless the context otherwise requires-
(a)     “Code” means the Insolvency and Bankruptcy Code, 20 16 (31 of 2016);
(b)   “Governing Board” means the Board of Directors, as defined under section
2(10) of Companies Act, 2013 (18 of 2013), of the company registered as an
insolvency professional agency;
(c)       
“model bye-laws” means
the model bye-laws as contained in the Schedule to these Regulations.
(2)  Unless the context otherwise requires, words and expressions used and
not defined in these Regulations shall have the meanings assigned to them in
the Code.
CHAPTER
II
BYE
LAWS
Insolvency professional agencies to have Bye-Laws.
3.    (1) A company shall
submit to the Board its bye-laws along with the application for its
registration as an insolvency professional agency.
(2)  The bye-laws shall provide for all matters specified in the model
bye-laws.
(3)  The bye-laws shall at all times be consistent with the model bye-laws.
(4)  The insolvency professional agency shall publish its bye-laws, the
composition of all committees formed, and all policies created under the
bye-laws on its website.
Amendment of Bye-Laws.
4.        
(1) The Governing Board
may amend the bye-laws by a resolution passed by votes in favour being not less
than three times the number of the votes, if any, cast against the resolution,
by the directors.
(2)  A resolution passed in accordance with sub-regulation (1) shall be filed
with the Board within seven days from the date of its passing, for its
approval.

(3)   The amendments to the bye-laws shall come into effect on the seventh day
of the receipt of the approval, unless otherwise specified by the Board. 

(4) The insolvency professional agency shall file a printed copy of the
amended bye-laws with the Board within fifteen days from the date when such
amendment is made effective.
CHAPTER
III
GOVERNING
BOARD
Composition
of the Governing Board.
5.        
(1) The Governing Board
shall have a minimum of seven directors.
(2)  More than half of the directors shall be persons resident in India at
the time of their appointment, and at all times during their tenure as
directors.
(3)  Not more than one fourth of the directors shall be insolvency
professionals.
(4)  More than half of the directors shall be independent directors at the
time of their appointment, and at all times during their tenure as directors:
Provided that no meeting of the
Governing Board shall be held without the presence of at least one independent
director.
(5)  An independent director shall be an individual-
(a)       who is a person of ability and integrity;
(b)       who has expertise in the field of finance, law, management or
insolvency.
(c)       
who is not an
insolvency professional;
(d)       who is not a relative of the directors of the Governing Board;
(e)       
who had or has no
pecuniary relationship with the insolvency professional agency, or any of its
directors, or any of its shareholders holding more than ten percent of its
share capital, during the two immediately preceding financial years or during
the current financial year;
(f)       
who is not a
shareholder of the insolvency professional agency;
(g)       
who is not a member of
a governing council of any of the shareholders holding more than ten percent of
the share capital of the insolvency professional agency; and
(6)  The directors shall elect an independent director as the Chairperson of
the Governing Board.
Explanation
For the purposes of this Regulation, any fraction
contained in
(a)       ‘more than half’ shall be rounded off to the next h igher number; and
(b)       ‘not more than one- fourth’ shall be rounded down t o the next lower
number.
SCHEDULE
MODEL BYE-LAWS OF AN
INSOLVENCY PROFESSIONAL AGENCY [Under Regulation 3 read with Regulation
2(1)(c)]
I.              
GENERAL
1.        
The name of the
Insolvency Professional Agency is “ ____” (hereinafter referred to as the
‘Agency’).
2.        
The Agency is
registered as a company under section 8 of the Companies Act, 2013 with its
registered office situated at ______ [provide full address].
3.        
These bye-laws may not
be amended, except in accordance with the Insolvency and Bankruptcy Board of
India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies)
Regulations, 2016.


II.           
DEFINITIONS
4.        
(1) In these bye-laws,
unless the context otherwise requires –
(a)       “certificate of membership” means the certificate o f membership of the
Agency granted under bye-law 10;
(b)       “Code” means the Insolvency and Bankruptcy Code, 20 16 (31 of 2016);
(c)       
“Governing Board” means
the Board of Directors of t he Agency as defined under section 2(10) of
Companies Act, 2013 (18 of 2013);
(d)       “professional member” means an insolvency professio nal who has been
enrolled as such, in accordance with Part VI of these bye-laws;
(e)       
“relative” shall have
the same meaning as assigned  to it in
section 2(77) of the Companies Act, 2013.
(2)   Unless the context otherwise requires, words and expressions used and
not defined in these bye-laws shall have the meanings assigned to them in the
Code.
III.              
OBJECTIVES
5.        
(1) The Agency shall
carry on the functions of the insolvency professional agency under the Code,
and functions incidental thereto.
(2)    The Agency shall not carry on any function other than those specified in
sub-clause (1), or which is inconsistent with the discharge of its functions as
an insolvency professional agency.
IV.        DUTIES OF THE AGENCY
6.    (1) The Agency shall
maintain high ethical and professional standards in the regulation of its
professional members.
(2)  The Agency shall –
(a)       ensure compliance with the Code and rules, regulations and guidelines
issued thereunder governing the conduct of insolvency professional agencies and
insolvency professionals;
(b)       employ fair, reasonable, just, and non-discriminatory practices for the
enrolment and regulation of its professional members;
(c)       
be accountable to the
Board in relation to all bye-laws and directions issued to its professional
members;
(d)       develop the profession of insolvency professionals;
(e)       
promote continuous
professional development of  its
professional members;
(f)       
continuously improve
upon its internal regulations and guidelines to ensure that high standards of
professional and ethical conduct are maintained by its professional members;
and
(g)       
provide information
about its activities to the Board.
V. COMMITTEES OF THE AGENCY
Advisory
Committee of Professional Members.
7.        
(1) The Governing Board
may form an Advisory Committee of professional members of the Agency to advise
it on any matters pertaining to-
(a)       the development of the profession;
(b)       standards of professional and ethical conduct; and


(c)       
best practices in
respect of insolvency resolution, liquidation and bankruptcy.
(2)  The Advisory Committee may meet at such places and times as the
Governing Board may provide.
Other
Committees of the Agency.
8.        
(1) The Governing Board
shall constitute-
(a)       one or more Membership Committee(s) consisting of such members as it
deems fit;
(b)       a Monitoring Committee consisting of such members as it deems fit;
(c)       
one or more Grievance
Redressal Committee(s), with not less than three members, at least one of whom
shall be a professional member of the Agency;
(d)       one or more Disciplinary Committee(s) consisting of at least one member
nominated by the Board.
(2)  The Chairperson of each of these Committees shall be an independent
director of the Agency.
VI.  PROFESSIONAL MEMBERSHIP
Eligibility
for Enrolment.
9.        
No individual shall be
enrolled as a professional member if he is not eligible to be registered as an
insolvency professional with the Board:
Provided that the Governing Board may provide additional eligibility requirements
for enrolment:
Provided further that such additional requirements shall not discriminate on the
grounds of religion, race, caste, gender, place of birth or professional
affiliation.
Process
of Enrolment as Professional Member.
10.      (1) An individual may apply for enrolment as a professional member by
submitting an application in such form, in such manner and with such fees as
may be specified by the Agency.
(2)  The Agency shall examine the application in accordance with the applicable
provisions of the Code, and rules, regulations and guidelines thereunder.
(3)    On examination of the application, the Agency shall give an opportunity
to the applicant to remove the deficiencies, if any, in the application.
(4)   The Agency may require an applicant to submit additional documents,
information or clarification that it deems fit, within reasonable time.
(5)  The Agency may reject an application if the applicant does not satisfy
the criteria for enrolment or does not remove the deficiencies or submit
additional documents or information to its satisfaction, for reasons recorded
in writing.
(6)  The rejection of the application shall be communicated to the applicant
stating the reasons for such rejection, within thirty days of the receipt of
the application, excluding the time given for removing the deficiencies or
presenting additional documents or clarification by the Agency, as the case may
be.
(7)    The acceptance of the application shall be communicated to the applicant,
along with a certificate of membership in Form A of the Annexure to these
bye-laws.
(8)  An applicant aggrieved of a decision rejecting his application may
appeal to the Membership Committee of the Agency within thirty days from the
receipt of such decision.
(9)   The Membership Committee shall pass an order disposing of the appeal in
the manner it deems expedient, within thirty days of the receipt of the appeal.


Professional
Membership Fee.
11.   The Agency may require the professional members to pay a fixed sum of
money as its annual membership fee.
Register
of Professional Members.
12.      (1) The Agency shall maintain a register of its professional  members, containing their-
(a)       name;
(b)       proof of identity;
(c)       
contact details;
(d)       address;
(e)       
date of enrolment and
professional membership number;
(f)       
date of registration
with the Board and registration number;
(g)       
details of grievances
pending against him with the Agency;
(h)       details of disciplinary proceedings pending against him with the Agency;
and
(i)        
details of orders
passed against him by the Board or Disciplinary Committee of the Agency.
(2)  The records relating to a professional member shall be made available
for inspection to-
(a)       the Board,
(b)       the Adjudicating Authority,
(c)       
the committee of
creditors in a corporate insolvency resolution process where the professional
member has been appointed as an interim resolution professional, or
(d)       any other person who has obtained the consent of the member for such
inspection.
VII.      DUTIES OF MEMBERS
13.      (1) In the performance of his functions, a professional member shall-
(a)       act in good faith in discharge of his duties as an insolvency
professional;
(b)       endeavour to maximize the value of assets of the debtor;
(c)       
discharge his functions with utmost integrity and
objectivity;
(d)       be independent and impartial;
(e)       
discharge his functions
with the highest standards of professional competence and professional ethics;
(f)       
continuously upgrade
his professional expertise;
(g)       
perform duties as
quickly and efficiently as reasonable, subject to the timelines under the Code;
(h)       comply with applicable laws in the performance of his functions; and
(i)       maintain
confidentiality of information obtained in the course of his professional
activities unless required to disclose such information by law.


14.    The Agency shall have a Code of Conduct that shall be consistent with,
and that shall provide for all matters in the Code of Conduct as specified in
the Insolvency and Bankruptcy Board of India (Insolvency Professionals)
Regulations, 2016.
VIII.     MONITORING OF MEMBERS
15.    The Agency shall have a Monitoring Policy to monitor the professional
activities and conduct of professional members for their adherence to the
provisions of the Code, rules, regulations and guidelines issued thereunder,
these bye-laws, the Code of Conduct and directions given by the Governing
Board.
16.      A professional member shall submit information, including records of
ongoing and concluded engagements as an insolvency professional, in the manner
and format specified by the Agency, at least twice a year.
17.      The Monitoring Committee shall review the information and records
submitted by the professional members in accordance with the Monitoring Policy.
18.      The Monitoring Policy shall provide for the following –
(a)       the frequency of monitoring;
(b)       the manner and format of submission or collection of information and
records of the professional members, including by way of inspection;
(c)       
the obligations of
professional members to comply with the Monitoring Policy;
(d)       the use, analysis and storage of information and records;
(e)       
evaluation of
performance of members; and
(f)       
any other matters that
may be specified by the Governing Board.
19.      The Monitoring Policy shall –
(a)       have due regard for the privacy of members,
(b)       provide for confidentiality of information received, except when
disclosure of information is required by the Board or by law, and
(c)       
be non-discriminatory.
20.      The Agency shall submit a report to the Board in the manner specified by
the Board with information collected during monitoring, including information
pertaining to –
(a)       the details of the appointments made under the Code,
(b)       the transactions conducted with stakeholders during the period of his
appointment;
(c)       
the transactions
conducted with third parties during the period of his appointment; and
(d)       the outcome of each appointment.
IX.       GRIEVANCE REDRESSAL
MECHANISM
21.      (1) The Agency shall have a Grievance Redressal Policy providing the
procedure for receiving, processing, redressing and disclosing grievances
against the Agency or any professional member of the Agency by-
(a)       any professional member of the Agency;
(b)       any person who has engaged the services of the concerned professional
members of the Agency; or
(c)       
any other person or
class of persons as may be provided by the Governing Board.
(2)  The Grievance Redressal Committee, after examining the grievance, may-


(a)       dismiss the grievance if it is devoid of merit; or
(b)       initiate a mediation between parties for redressal of grievance.
(3)   The Grievance Redressal Committee shall refer the matter to the
Disciplinary Committee, wherever the grievance warrants disciplinary action.
22.      The Grievance Redressal Policy shall provide for-
(a)       the format and manner for filing grievances;
(b)       maximum time and format for acknowledging receipt of a grievance;
(c)   maximum time for the disposal of the grievance by way of dismissal,
reference to the Disciplinary Committee or the initiation of mediation;
(d)      details of the
mediation mechanism
(e)    provision of a report of the grievance and mediation proceedings to the
parties to the grievance upon dismissal or resolution of the grievance;
(f)       
action to be taken in
case of malicious or false complaints;
(g)       maintenance of a register of grievances made and resolutions arrived at;
and
(h)       periodic review of the Grievance Redressal Mechanism.
X.
DISCIPLINARY PROCEEDINGS
23.      The Agency may initiate disciplinary proceedings by issuing a show-cause
notice against professional members-
(a)       based on a reference made by the Grievances Redressal Committee;
(b)       based on monitoring of professional members;
(c)       
following the
directions given by the Board or any court of law; or
(d)       suo moto, based on any
information received by it.
24.      (1) The Agency shall have a Disciplinary Policy, which shall provide for
the following –
(a)       the manner in which the Disciplinary Committee may ascertain facts;
(b)       the issue of show-cause notice based on the facts;
(c)       
disposal of show-cause notice by a reasoned order,
following principles of natural justice;
(d)       timelines for different stages of disposal of show cause notice; and
(e)       
rights and obligations
of the parties to the proceedings.
(2)  The orders that may be passed by the Disciplinary Committee shall
include-
(a)       expulsion of the professional member;
(b)       suspension of the professional member for a certain period of time;
(c)       
admonishment of the
professional member;
(d)       imposition of monetary penalty;


(e)       
reference of the matter
to the Board, which may include, in appropriate cases, recommendation of the
amount of restitution or compensation that may be enforced by the Board; and
  
(f)       
directions relating to
costs.
(3)  The Disciplinary Committee may pass an order for expulsion of a
professional member if it has found that the professional member has committed-
(a)       an offence under any law for the time being in force, punishable with
imprisonment for a term exceeding six months, or an offence involving moral
turpitude;
(b)       a gross violation of the Code, rules, regulations and guidelines issued
thereunder, bye-laws or directions given by the Governing Board which renders
him not a fit and proper person to continue acting as an insolvency
professional.
Explanation:
The violations referred to in sub-clause (b)
include-
(i) making a false representation
or indulging in fraud for the purpose of obtaining creditors’ approval under
sections 28, 31, 111 or 153 of the Code;
(ii)        
contravening provisions
of the Code in a manner which is actionable in accordance with sections 70(2)
or 185 of the Code;
(iii)       knowingly or wilfully committing or authorizing or permitting
contravention of sections 14, 96, 101 or 124 of the Code;
(iv)       contravening provisions of the Code inviting action in accordance with
sections 71 or 187 of the Code;
(v)       
aiding or abetting any
activity which is actionable in accordance with Chapter VII of Part II or
Chapter VII of Part III of the Code,
(vi)       providing unequal or differential treatment to the disadvantage of a
party which cannot be justified with reference to the interests of the
insolvency resolution, liquidation or bankruptcy process; or
(vii)     in any other case it deems fit.
(4)   Any order passed by the Disciplinary Committee shall be placed on the
website of the Agency within seven days from passing of the said order, and a
copy of the order shall be provided to each of the parties to the proceeding.
(5)  Monetary penalty received by the Agency under the orders of the
Disciplinary Committee shall be credited to the Insolvency and Bankruptcy Fund
constituted under section 224 of the Code.
25.  (1) The Governing Board shall constitute an Appellate Panel consisting
of one independent director of the Agency, one member from amongst the persons
of eminence having experience in the field of law, and one member nominated by
the Board.
(2)  Any person aggrieved of an order of the Disciplinary Committee may
prefer an appeal before the Appellate Panel within thirty days from the receipt
of a copy of the final order.


(3) The Appellate Panel shall dispose of the appeal in the manner it
deems expedient, within thirty days of the receipt of the appeal.
XI.       SURRENDER
OF PROFESSIONAL MEMBERSHIP AND EXPULSION FROM PROFESSIONAL MEMBERSHIP
Temporary
Surrender of Professional Membership.
26.      (1) A professional member shall make an application for temporary
surrender of his membership of the Agency at least thirty days before he-
(a)       becomes a person not resident in India;
(b)       takes up employment; or
(c)       
starts any business,
except as specifically permitted under the Code of Conduct;
and upon acceptance of
such temporary surrender and on completion of thirty days from the date of
application for temporary surrender, the name of the professional member shall
be temporarily struck from the registers of the Agency, and the same shall be
intimated to the Board.
(2)  No application for temporary surrender of professional membership of the
Agency shall be accepted if –
(a)     there is a grievance or disciplinary proceeding pending against the
professional member before the Agency or the Board, and he has not given an
undertaking to cooperate in such proceeding; or
(b)   the professional member has been appointed as a resolution professional,
liquidator or bankruptcy trustee for a process under the Code, and the
appointment of another insolvency professional may be detrimental to such
process.
(3)  A professional member may make an application to revive his temporarily
surrendered membership when the conditions for temporary surrender as provided
in sub-clause (1) cease to be applicable, and upon acceptance of the
application for revival, the name of the professional member shall be
re-inserted in the register of the Agency, and the same shall be intimated to
the Board.
Surrender
of Professional Membership
27.      (1) A professional member who wishes to surrender his membership of the
Agency may do so by submitting an application for surrender of his membership.
(2) Upon acceptance of
such surrender of his membership, and completion of thirty days from the date
of such acceptance, the name of the professional member shall be struck from
the registers of the Agency, and the same shall be intimated to the Board.
28.      Any fee that is due to the Agency from a professional member
surrendering his membership shall be cleared prior to his name being struck
from the registers of the Agency.


29.      The Agency may refuse to accept the surrender of membership by any
professional member if –
(a)    there is any grievance or disciplinary proceeding pending against the
professional member before the Agency or the Board; or
(b)     the professional member has been appointed as a resolution professional,
liquidator or bankruptcy trustee for a process under the Code, and the
appointment of another insolvency professional may be detrimental to such
process.
Expulsion
from Professional Membership.
30.      A professional member shall be expelled by the Agency –
(a)       if he becomes ineligible to be enrolled under bye-law 9;
(b)     on expiry of thirty days from the order of the Disciplinary Committee,
unless set aside or stayed by the Appellate Panel;
(c)       
upon non-payment of
professional membership fee despite at least two notices served in writing;
(d)       upon the cancellation of his certificate of registration by the Board;
(e)       
upon the order of any
court of law.
ANNEXURE
FORM A
CERTIFICATE OF PROFESSIONAL MEMBERSHIP
(Under
bye-law 10 of the Agency’s bye-laws)
No. ……….
  1. This is to certify that [insert name]
    residing at [insert address] is enrolled as a professional member
    of [insert name of insolvency professional agency] with
    professional membership no. [insert number].
  1. This
    certificate shall be valid from [insert date].
                                                                                                                       Sd/-
For and on behalf
of [name of insolvency professional agency]
Place:

Date:

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