Former directors must be given agenda before creditors meeting

Board meeting procedures clarified

The Supreme Court, while dealing with an issue relating to the Insolvency and Bankruptcy Code, 2016 (IBC), held that former members of the board of directors, being vitally interested in resolution plans that may be discussed at meetings of the committee of creditors (CoC), must be given a copy of the plans as part of the documents that have to be furnished along with the notice of the CoC meetings.

In the Vijay Kumar Jain v Standard Chartered Bank case, the Supreme Court was hearing an appeal arising out of a National Company Law Appellate Tribunal judgment rejecting the appellant’s request for directions to the resolution professional to provide all relevant documents including the insolvency resolution plans in question to members of the suspended board of directors of the corporate debtor in each case so that they may meaningfully participate in meetings held by the CoC.

While noting that “documents” is a broad expression that would certainly include resolution plans, the court held that every participant is entitled to a notice of every meeting of the committee of creditors. The notice of meeting must contain an agenda of the meeting along with the copies of all documents relevant for matters to be discussed, and the issues to be voted upon at the meeting under regulation 21(3)(iii) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Obviously, resolution plans are “matters to be discussed” at such meetings, and former directors are participants who will discuss these issues.

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The dispute digest is compiled by Bhasin & Co, Advocates, a corporate law firm based in New Delhi. The authors can be contacted at or Readers should not act on the basis of this information without seeking professional legal advice.