By Amita Desai & Co. Company Secretaries Akshay & Amita INTERIM RESOLUTION PROFESSIONAL (IRP) ROLE AND POWER under insolvency And Bankruptcy Code 2016 By Amita Desai & Co. Company Secretaries Akshay & Amita

Interim Resolution Professional (IRP) Resolution Professional means an insolvency professional appointed to conduct the Corporate Insolvency Resolution Process and includes Interim Resolution Professional

Tenure of IRP The IRP is appointed by NCLT within 14 days from the Insolvency Commencement Date. The term of the IRP shall not exceed 30 days from the date of appointment. The Committee of Creditors may, at its first meeting, either resolve to appoint the Interim Resolution Professional as Resolution Professional.

Duties of IRP Make public announcement within 3 days of his appointment about initiation of Corporate Insolvency Resolution Process (CIRP) and call for claims from creditors; Manage the operation of the Corporate Debtor as a going concern and protect and preserve the value of property ; Take control and custody of assets over which the Corporate Debtor has ownership Collection of information relating to assets, finances and operations of Corporate Debtor, including information relating to: business operations for the previous 2 years financial and operational payment for previous 2 years list of assets and liabilities as on initiation date

Duties of IRP ( Contn) Receive and collate claims from creditors; Constitute Committee of Creditors in maximum 30 days from his appointment; File report certifying the constitution of Committee of Creditors (CoC) to Adjudicating Authority (AA); Sending Notice and convene 1st meeting of CoC ; File information collected with Information Utility;

Custody of Assets of Corporate Debtor: Assets which can be t/o by IRP Assets which cannot be t/o by IRP Assets over which the corporate debtor has ownership rights which may be located in foreign country Assets that may or may not be in the possession of the corporate debtor Tangible assets, whether movable or immovable Intangible assets, including intellectual property Securities including shares held in the subsidiary of the Corporate Debtor, financial institution, insurance policies Assets subject to the determination of ownership by a court or authority. Assets owned by a third party in possession of the Corporate Debtor held under trust or under contractual agreements including bailment Assets of an Indian or foreign subsidiary of Corporate Debtor Such other assets as may be notified by the Central Government in consultation with any financial sector regulator.

Powers of IRP Management of the affairs of the Corporate Debtor is taken over by IRP since his appointment The powers of the Board of Directors or the partners of the Corporate Debtor, as the case may be, are suspended and be exercised by the IRP The officers and managers of the Corporate Debtor shall report to the IRP and co-operate with him/her in providing access to documents and records of the Corporate Debtor The financial institutions maintaining accounts of the Corporate Debtor shall furnish all information relating to the Corporate Debtor available with them to the IRP Take such actions, in the manner and subject to such restrictions, as may be specified by the IBBI including execution of all deeds, receipts and documents for Corporate Debtor .

Powers of IRP (Contn) Access the electronic records of the Corporate Debtor from the Information Utility Access the books of account, records and other relevant documents of Corporate Debtor available with the Government authorities, Statutory Auditors, Accountants and such other persons as may be specified Appoint accountants, legal counsel or such other professionals who may provide specialist advice to the IRP. Such professionals may include turnaround specialists and management experts. Enter into contracts on behalf of the Corporate Debtor or to amend or modify the contracts or transactions which were entered into before the commencement of the CIRP;

Powers of IRP ( Contn) Raise interim finance. However, any interim finance raised by providing security of an encumbered property of the Corporate Debtor will require prior permission of the concerned creditor Issue instructions to personnel of the Corporate Debtor as may be necessary for keeping the Corporate Debtor as a going concern Take all such actions as are necessary to keep the Corporate Debtors as a going concern. IRP shall appoint two (2) registered valuers within seven (7) days of his / her appointment to determine the liquidation value of the Corporate Debtor

Powers of IRP ( Contn) 13. For the management of operations of CD as going concern IRP shall have authority : To appoint accountants, legal or other professionals To enter into contracts on behalf of the CD To raise interim finance provided no security interest is created To issue such instructions to CD’s personnel as may be necessary for keeping the CD as a going concern.

Personnel of CD to cooperate with IRP Personnel of CD shall extend cooperation to IRP. Failing which, the IRP may make application to NCLT for necessary directions. NCLT, on receiving application from IRP shall by order, direct such personnel to cooperate with IRP in collection of information and management of affairs of the CD.

Committee of Creditors (CoC) IRP shall constitute a Committee of Creditors after collation of all claims from the creditors against the Corporate Debtor and determination of its financial position and report of formation of CoC to AA.

Thank you By Amita Desai & Co. Company Secretaries Akshay & Amita Tel No: 022 26845920/21 Mob No: 9820177691 Add: 1005, Hubtown Solaris, Off Western Express Highway, East End of Andheri Flyover, Prof. N. S. Phadke Marg, Opp. Telli Galli