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INSOLVENCY AND BANKRUPTCY BOARD OF INDIA
7th Floor, Mayur Bhawan, Connaught Place, New Delhi-110001
CIRCULAR
No. IBBI/IPA/54/2022 02nd November, 2022
To
All Registered Insolvency Professional Agencies
Dear Madam / Sir,
Subject: Annual Compliance Certificate for Insolvency Professional Agencies
In terms of Regulation 7 of the Insolvency and Bankruptcy Board of India (Model Bye-Laws
and Governing Board of Insolvency Professional Agencies) Regulations, 2016, an Insolvency
Professional Agencies (IPA) shall designate or appoint a compliance officer who shall be responsible
for ensuring compliances with the provisions of the Code and regulations, circulars, guidelines, and
directions issued thereunder.
2. The compliance officer is mandated to submit a compliance certificate to the Board annually,
verifying that the IPA has complied with the provisions of the Code and regulations, circulars,
guidelines, and directions issued thereunder.
3. In this regard, the format of annual compliance certificate specifying the list of the compliances
was issued by the Board vide Circular No: IPA/009/2018 dated 19th April, 2018.
4. Now in consequence of amendments in regulations and in suppression of the above Circular, the
revised format of Annual Compliance Certificate for IPAs is being issued by the Board as per
Annexure. All the registered IPAs have to submit the annual compliance certificate to the Board in
the said format within 45 days of the end of the financial year.
5. This circular is issued in exercise of the powers conferred under clauses (aa), (g) and (t) of sub-
section (1) of the Section 196 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 7 of
the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency
Professional Agencies) Regulations, 2016.
Yours faithfully,
Sd/
(Manishkumar M. Chaudhari)
Chief General Manager, IBBI
(+91-11-23462869)
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-// Annexure//-
(ON THE LETTER HEAD OF THE INSOLVENCY PROFESSIONAL AGENCY)
ANNUAL COMPLIANCE CERTIFICATE FOR THE YEAR ______
We hereby certify that _______ (write the name of the Agency here), having registration
no.__________ has complied with the applicable provisions of the Insolvency and Bankruptcy Code,
2016, the Insolvency and Bankruptcy Board of India (Insolvency Professional Agencies) Regulations,
2016 and the relevant provisions of the Insolvency and Bankruptcy Board of India (Model Bye-Laws
and Governing Board of Insolvency Professional Agencies) Regulations, 2016 for the year ______,
as indicated in Appendix.
2. We undertake that_________ (write the name of the Agency here), having registration no.
________ shall comply with the applicable provisions of the Insolvency and Bankruptcy Code, 2016,
the Insolvency and Bankruptcy Board of India (Insolvency Professional Agencies) Regulations, 2016
and the relevant provisions of Insolvency and Bankruptcy Board of India (Model Bye-Laws and
Governing Board of Insolvency Professional Agencies) Regulations, 2016, wherever it has not been
complied with fully, as indicated in Appendix, by the dates indicated therein.
3. We verify that this certificate was placed before the Board of Directors of _______ (write the
name of the Agency), having registration no._______ , in its meeting on _______.
4. We verify that the above certification is true and correct to the best of my knowledge and belief.
(_______________________)
Compliance Officer
(_______________________)
Managing Director
Date:
Place:
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Appendix
(Unless specifically indicated, the compliance relates to the year. Hence, the Agency needs to
provide status for the year ________)
Sl.
No.
Section /
Regulation /
Clause
Does the
Agency
comply
with the
provision?
(NA /Yes /
No/
Partially)
Specific details
Response
to specific
details
Reasons for
non-
compliance
/partial
compliance
Likely
date of
complia
nce
A
B
C
D
E
F
G
Part A: Compliances with provisions of the Insolvency and Bankruptcy Code, 2016
1
204(a)
(i) How many members were
admitted during the year?
(ii) Do all of them meet the
requirements of eligibility?
(iii) Have all of them provided
documents
evidencing
the
qualification
and
experience
required under regulation 5 of the
Insolvency and Bankruptcy Board
of India (Insolvency Professionals)
Regulations, 2016?
2
204(b)
(i)
How
many
standards
of
professional
conduct
does
the
Agency have at the end of 31st
March, _____?
(ii) How many standards were laid
down prior to the current year?
(iii) How many standards were laid
down during the year?
3
204(c)
(i)
Did
the
Agency
monitor
performance of its members during
the year?
(ii)
How
many
members’
performance
did
the
Agency
monitor during year?
(iii) What are the parameters used
for monitoring the performance of
its members?
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(iv) How many members did not
provide
material
required
for
monitoring performance?
(v) In case of how many members,
did the Agency find performance
unsatisfactory?
(vi) What action was taken against
the members whose performance
was found unsatisfactory?
4
204(d)
(i) Does the Agency have a policy
to safeguard the rights, privileges
and interest of the members?
(ii)
What
are
the
specific
interventions the Agency did to
safeguard the rights, privileges and
interest of the members?
5
204(e)
(i) How many members did the
Agency suspend during the year?
(ii) How many memberships did the
Agency cancel during the year?
(iii) What was the most common
violation of law for which a
membership was suspended or
cancelled?
6
204(f)
(i) How many grievances did the
Agency receive during the year?
(ii) How many grievances did the
Agency redress during the year?
(iii) How many grievances are
pending for disposal at the end of
the year?
(iv) What was the most common
type
of
grievance
against
members?
(v) What was the average time
taken for disposal of grievances?
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7
204(g)
(i)
Whether
the
Agency
has
published details about its functions
on its website? At what frequency
these details are updated?
(ii) Whether the Agency has
published the list of its members on
its website? At what frequency the
list is updated?
(iii) Whether the Agency has
published the performance of its
members on its website? At what
frequency these details are updated?
8
205
(i) Whether the bye-laws made by
the Agency are consistent with the
model bye-laws specified by the
Board under section 196(2)?
(ii) Whether the Agency has
modified any provision in the bye-
laws during the year?
(iii) Whether approval of the Board
for change in bye-laws has been
obtained?
Part B: Compliances with provisions of the Insolvency and Bankruptcy Board of India
(Insolvency Professional Agencies) Regulations, 2016
9
3(1)
Whether the Agency is a company
registered under section 8 of the
Companies Act, 2013?
10
3(1)(a)
Whether the Agency’s sole object is
to carry on the functions of an
insolvency
professional
agency
under the Code?
11
3(1)(b)
Whether the Agency has its bye-
laws and governance structure in
accordance with the Insolvency and
Bankruptcy Board of India (Model
Bye-Laws and Governing Board of
Insolvency Professional Agencies)
Regulations, 2016?
12
3(1)(c)
(i) Whether the Agency has a
minimum net worth of ten crore
rupees as on 31st March, ___?
(ii) What is the net worth of the
Agency as on 31st March, ___?
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13
3(1)(d)
(i) Whether the Agency has a paid-
up share capital of five crore rupees
as on 31st March, ___?
(ii) What is the paid-up share capital
of the Agency as on 31st March,
___?
14
3(1)(e)
(i) Whether the Agency is under the
control of any person resident
outside India?
(ii) List out the names of persons
who are in control of the Agency as
on 31st March, ___?
15
3(1)(f)
(i) Whether more than forty-nine
per cent of its share capital is held,
directly or indirectly, by persons
resident outside India?
(ii) What is the share of resident
Indians in shareholding of the
Agency as on 31st March, ___?
16
3(1)(g)
Whether the Agency is a subsidiary
of a body corporate through more
than one layer?
17
3(1)(h)
(i) Whether the Agency is fit and
proper person?
(ii) Whether the promoters of the
Agency are fit and proper persons?
(iii) Whether the directors of the
Agency are fit and proper persons?
(iv) Whether the shareholders of the
Agency are fit and proper persons?
18
5(1)(b)
(i) Does the Agency have adequate
infrastructure
to
perform
its
functions under the law?
(ii)
Provide
brief
details
of
infrastructure as on 31st March, ___
in
terms
of office
premises,
computing resources and human
resources.
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19
5(1)(c)
(i) Does the Agency have a
managing director?
(ii) Does the Agency have a
compliance officer?
(iii) How many persons with
professional
and
relevant
experience are in employment of
the Agency?
20
5(2)(a)
Any contravention of the Code,
rules, regulations or guidelines
noticed by the Agency during the
year?
21
5(2)(b)
How many people are engaged full
time to ensure compliances?
22
5(2)(c)
(i) When did the Agency pay fee for
financial year _______?
(ii) What is the amount paid?
23
5(2)(d)
How many persons hold more than
ten per cent. share capital, directly
or indirectly, of the Agency?
24
5(2)(e)
How many grievances did the
Agency receive during the year?
25
5(3)
(i) Is the certificate of registration
valid as on 31st March, ___?
(ii) When is the renewal of
registration due?
Part C: Compliances with the Insolvency and Bankruptcy Board of India (Model Bye-Laws and
Governing Board of Insolvency Professional Agencies) Regulations, 2016
26
3(2)
Whether the bye-laws provide for
all matters specified in the first
schedule in the model bye-laws?
27
3(3)
(i) Whether the bye-laws of the
Agency are inconsistent with the
model bye-laws?
(ii) Whether there has been any
change in the bye-laws during the
year?
28
3(4)
(i)
Whether
the
Agency
has
published its bye-laws on its
website? When was this published?
(ii) Whether the Agency has
published composition of all its
committees formed under the bye-
laws on its website? When was this
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last updated?
(iii) Whether the Agency has
published all its policies created
under the bye-laws on its website?
When was it published for the first
time? When was it updated last?
29
4(1)
(i) Whether the Agency amended its
bye-laws during the year?
(ii) Did it comply with the process
for amendment provided in the
regulations?
30
5(1)
(i) Whether the Governing Board of
the Agency had a minimum of
seven directors throughout the year?
(ii) How many meetings of the
Governing Board were held during
the year?
(iii) How many members of the
Governing
Board
attended
all
meetings during the year?
(iv) How many members did not
attend fifty per cent of the meetings
during the year? Please name them.
31
5(3)
Whether any employee of the
Agency has been appointed as a
director on its Governing Board in
addition to the managing director as
a shareholder director?
32
5(4)
Whether more than half of the
directors are persons resident in
India
at
the
time
of
their
appointment, and at all times during
their tenure as directors?
33
5(4A)
Whether
shareholder
directors
satisfies
the
eligibility
norms,
including
experience
and
qualification, as decided by the
Governing Board of the Agency?
34
5(5)
(i)
Whether
the
number
of
independent directors are less than
the number of shareholder directors
throughout the year?
(ii) Whether any meeting of the
Governing Board was held without
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the presence of at least one
independent director?
35
5(6)
Whether the independent directors
appointed by the Agency satisfy the
criteria laid down in regulation
5(6)?
36
5(7)
Whether the Agency submitted list
of
names
to
the
Board
for
nomination
of
independent
directors?
37
5(8)
Whether the independent directors
were appointed for a maximum of
two terms of three years each or part
thereof, or up to the age of 75 years,
whichever is earlier?
38
5(9)
Whether the Governing Board of
the Agency accorded satisfactory
performance
review
to
the
independent director in case of the
second
term
referred
to
in
regulation 5(8)?
39
5(10)
(i)
Whether
any
independent
director became a shareholder
director in the same or another
Agency?
(ii) Whether cooling off period of
three
years
was
ensured
for
appointment
of
independent
director as a shareholder director in
the same or another Agency?
40
5(11)
How many independent directors
are insolvency professionals as on
31st March, ___?
41
5(12)
(i) Is the Chairperson of the
Governing Board an independent
director throughout the year?
(ii) How many meetings of the
Governing
Board
did
the
Chairperson of the Governing
Board chair during the year?
42
5(13)
(i) Whether any director disclosed
the nature of his interest at the
meeting of Governing Board or any
Committee of the Agency under
regulation 5(13)?
(ii) Whether the disclosure made by
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the director under regulation 5(13)
was recorded in the proceedings of
the
Governing
Board
or
the
Committee, as the case may be?
(iii) Whether the director under
regulation 5(13) took part in any
deliberation or decision of the
Governing Board or the Committee
with respect to that matter?
43
5(14)
(i) Whether any director disclosed
any order of any authority that
affects his character or reputation,
to the Agency, within one week of
issue of such order?
(ii) Whether order referred in Para
(i) above was placed on the website
of the Agency?
44
5A(1)
Whether the Agency satisfy the
criteria for appointment of a
managing director as laid down in
regulation 5A(1)?
45
5A(2)
Whether the managing director was
appointed for a tenure of not less
than three years but not exceeding
five years?
46
5A(3)
Whether any managing director
served more than two terms in the
Agency?
47
5A(4)
Whether the process of appointment
for the second term of an individual
as managing director conducted
afresh?
48
5A(5)
Whether
the
appointment
and
remuneration
payable
to
the
managing director was approved by
the
compensation
committee
constituted by the Governing Board
of the Agency?
49
5A(6)
Whether prior approval of the
Board was taken by the Agency for
appointment,
renewal
of
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appointment and termination of
service of its managing director?
50
5A(7)
(i) Whether any managing director
was removed or terminated from
service by the Governing Board for
failure to give effect to the directions,
guidelines and other orders issued by
the Governing Board or the Board, or
the rules, the articles of association
or bye-laws of the Agency or on the
ground of misconduct or incapacity
to continue in office?
(ii) In cases specified in (i) above
whether prior approval of the Board
was taken?
51
5A(8)
Whether the Board has suo motu
removed or terminated the services
of any managing director of the
Agency,
in
the
interest
of
stakeholders of the insolvency
resolution process or in the public
interest, after giving a reasonable
opportunity of being heard?
52
5A(9)
Is managing director an ex-officio
member
of
Membership
Committee,
Monitoring
Committee, Grievance Redressal
Committee
and
Disciplinary
Committee?
53
6(1)
Whether the Governing Board
evaluates its performance in a
financial year within three months
of the closure of the year?
54
6(2)
Whether the Agency has published
a report on self-evaluation referred
to in regulation 6(1) on its website?
55
7(1)
Whether the Agency has designated
or appointed a compliance officer
responsible
for
ensuring
compliance with the provisions of
the Code and regulations, circulars,
guidelines, and directions issued
thereunder?
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56
7(2)
Whether the compliance officer,
immediately and independently,
reported to the Board any non-
compliance
of
the
provisions
referred to in regulation 7(1)?
57
7(3)
(i) Whether the compliance officer
has
submitted
a
compliance
certificate to the Board annually,
verifying that the Agency has
complied
with
the
provisions
referred to in sub-regulation 7(3)?
(ii) Whether the annual compliance
certificate was also signed by the
managing director of the Agency?
58
7(4)
Whether the Governing Board has
appointed
or
removed
the
compliance officer by means of a
resolution passed in its meeting?
Part D: Compliance with the Model Bye-Laws of an Insolvency Professional Agency
59
5(2)
Did the Agency carry on any
function or activity other than the
functions of the agency under the
Code, and functions incidental
thereto?
60
6(1)
Whether Agency has maintained
high
ethical
and
professional
standards in the regulation of its
professional members during the
year?
61
6(2)(a)
(i) Whether the Agency has ensured
compliance with the Code and rules,
regulations and guidelines issued
thereunder governing the conduct of
insolvency professional agencies
during the year?
(ii) Whether the Agency has
ensured compliance with the Code
and
rules,
regulations
and
guidelines
issued
thereunder
governing
the
conduct
of
insolvency professionals during the
year?
(iii) Did any non-compliance come
to the notice of the Agency?
62
6(2)(b)
Whether the Agency has employed
fair, reasonable, just, and non-
discriminatory practices for the
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enrolment and regulation of its
professional members?
63
6(2)(c)
(i) How many directions the
Agency
has
issued
to
its
professional members during the
year?
(ii) Whether the Agency has
ensured
compliance
with
the
directions issued to its professional
members?
64
6(2)(d)
(i) How many programmes did the
Agency organise during the year to
develop the profession of insolvency
professionals:
(a) Seminars / conferences
(b) Workshops
(c) Training
(ii)
How
many
insolvency
professionals
benefited
from
/
participated in these programmes
during the year?
(iii)
How
many
professional
members did not participate in any of
the programmes organized by the
Agency?
65
6(2)(e)
(i) How many programmes did the
Agency organise for continuing
professional development of the
profession
of
insolvency
professionals during the year:
(a) Seminars / conferences
(b) Workshops
(c) Training
(ii)
How
many
insolvency
professionals benefited from /
participated in these programmes
during the year?
(iii)
How
many
insolvency
professionals did not participate in
any of the programmes organised
by the Agency?
(iv) Are the programmes in above
row different from the programmes
under this row?
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66
6(2)(f)
(i) What is the specific intervention
the Agency did to ensure high
standards
of
professional
and
ethical conduct of its members?
(ii) Did the ethical standards of its
members improve during the year?
What is the matrix used to indicate
improvement?
67
6(2)(g)
What details did the Agency provide
to the Board about its activities?
68
7(1)
(i)
Whether
any
Advisory
Committee has been constituted?
(ii) How many times the committee
met during the year?
(iii) Whether the advice of the
Advisory
Committee
were
considered by the Governing Board
of the Agency?
(iv) Which specific advice, if any,
was rejected by the Governing
Board?
69
8(1)(a)
(i)
How
many
Membership
Committees
did
the
Agency
constitute during the year?
(ii) How many meetings the
committee(s) had during the year?
(iii) Whether the Chairperson(s) of
the committee(s) are independent
directors of the Agency?
70
8(1)(b)
(i)
Whether
the
Agency
has
constituted
the
Monitoring
Committee?
(ii) How many meetings the
committee had during the year?
(iii) Whether the Chairperson of the
committee
is
an
independent
director of the Agency?
71
8(1)(c)
(i) How many Grievance Redressal
Committee(s)
did
the
Agency
constitute during the year?
(ii) How many meetings the
Page 15 of 20
committee(s) had during the year?
(iii) Whether the Chairperson(s) of
the committee(s) are independent
directors of the Agency?
(iv) Did each of the committees
have at least one professional
member at all times during the year?
(v) Please write the names of
professional members who was /
were member of the committee
during the year.
72
8(1)(d)
(i)
How
many
Disciplinary
Committee(s)
did
the
Agency
constitute during the year?
(ii) How many meetings the
committee(s) had during the year?
(iii) Whether the Chairpersons of
the committee(s) are independent
directors of the Agency?
(iv) Did the nominee of the Board
attend all
meetings
of
the
committee?
73
9
(i) How many members were
enrolled during the year?
(ii) How many of them were eligible
for enrolment?
(iii) Whether Governing Board
provided
additional
eligibility
requirement for enrolment as a
professional member?
(iv)
Whether
the
additional
eligibility
requirements
discriminate on grounds of religion,
race, caste, gender, place of birth or
professional affiliation?
74
10
(i) Number of applications received.
(ii) Number of applications
accepted.
(iii)
Number
of
applications
rejected.
(iv)
Number
of
applications
pending.
Page 16 of 20
(v)
Number
of
professional
members as on 01st April, _____ .
(vi)
Number
of
professional
members as on 31st March, _____ .
(vii) Number of new members
enrolled during the year.
(viii) Number of members who left
the Agency during the year.
75
10(8)
How
many
appeals
did
the
Membership Committee receive
during the year?
76
10(9)
(i) How many appeals did the
Membership Committee dispose of
during the year?
(ii) How many appeals did the
Membership Committee dispose of
within thirty days of receipt of the
appeal?
77
11
(i) What is the fixed sum of money
charged
annually
from
each
professional member?
(ii) How many members did not pay
the membership fee?
78
12(1)
Whether the Agency has a register
of
its
professional
members
containing their particulars as per
clause 12(1)?
79
12A
(i) Number of applications received
for issue or renewal of
authorisation for assignment.
(ii) Number of applications
accepted.
(iii) Number of applications
rejected.
(iv) Number of applications
pending.
(v) Number of deemed
authorisation for assignment.
80
12A(7)
How many appeals concerning
authorisation for assignment did the
Membership Committee receive
during the year?
81
12A(8)
(i) How many appeals concerning
authorisation for assignment did the
Membership Committee dispose of
during the year?
Page 17 of 20
(ii) How many appeals concerning
authorisation for assignment did the
Membership Committee dispose of
within fifteen days of receipt of the
appeal?
82
14
(i) Whether the Agency has a Code
of Conduct that is consistent with
and provides for all matters in the
Code of Conduct as specified in the
Insolvency and Bankruptcy Board
of India (Insolvency Professionals)
Regulations, 2016?
(ii) How many members violated
any provision of the Code of
Conduct during the year?
83
15
Whether
the
Agency
has
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?
84
16
(i)
Whether
the
Agency
has
prescribed the manner and format
for collecting information from
professional members as insolvency
professionals, including records of
ongoing
and
concluded
engagements?
(ii)
Did
the
Agency
receive
information from all members as
required above?
(iii) How many members submitted
information in the prescribed format
at least twice during the year?
(iv)
Has
the
Agency
taken
appropriate action against those
members who did not submit the
information?
85
17
Did the Monitoring Committee
review the information and records
submitted by the members?
86
18
(i) Did the Monitoring Committee
evaluate
the
performance
of
members?
Page 18 of 20
(ii) What is the assessment of the
performance
of
the
members,
according
to
the
Monitoring
Committee?
87
20
Whether the Agency has submitted
a report to the Board?
88
21
(i) Whether the Agency has a
Grievance
Redressal
Policy
providing
the
procedure
for
receiving, processing, redressing
and disclosing grievances against
the Agency or any professional
member of the Agency?
(ii) Have the details of grievances
been disclosed during the year?
(iii) Number of grievances received.
(iv)
Number
of
grievances
dismissed.
(v) Number of grievances where
mediation was initiated between
parties for redressal of grievance.
(vi) Number of matters referred to
the Disciplinary Committee.
89
24
(i)
How
many
disciplinary
proceedings were initiated by the
Agency based on reference made by
the Grievance Redressal Committee
during the year?
(ii) How many of them have been
disposed of?
(iii)
How
many
disciplinary
proceedings were initiated by the
Agency based on monitoring of
professional members during the
year?
(iv) How many of them have been
disposed of?
(v)
How
many
disciplinary
proceedings were initiated by the
Agency based on directions of the
Board or any court of law during the
year?
Page 19 of 20
(vi) How many of them have been
disposed of?
(vii)
How
many
disciplinary
proceedings were initiated by the
Agency suo moto during the year?
(viii) How many of them have been
disposed of?
90
24(4)
Whether all orders passed by the
Disciplinary Committee have been
placed on the website of the Agency
within seven days from passing of
the said order?
91
24(5)
(i) How much monetary penalty
was imposed by the Disciplinary
Committee during the year?
(ii) How much of penalty imposed
has been realised during the year?
(iii) What is the highest penalty
imposed on a member?
(iv) Whether the Agency has
credited
the
monetary
penalty
imposed
by
the
Disciplinary
Committee to the Fund constituted
under section 222 of the Code?
92
25(1)
(i) Whether the Governing Board of
the Agency has constituted an
Appellate Panel, as required?
(ii) How many members are
common
to
the
Disciplinary
Committee
and
the
Appellate
Panel?
(iii) How many meetings of the
Appellate Panel were held during
the year?
(iv) Did the Board’s nominee attend
all the meetings of the Appellate
Panel?
93
25(2)
(i)
How
many
appeals
were
received by the Appellate Panel
during the year?
(ii) How many appeals were
Page 20 of 20
disposed of by the Appellate Panel
during the year?
(iii) How many appeals were
disposed of after thirty days of the
receipt of the appeal?
(iv) How many appeals were
dismissed?
(v) How many appeals are pending
for disposal as on 31st March,
_____?
94
27
(i) How many applications were
received
for
surrender
of
membership during the year?
(ii) How many applications were
accepted?
(iii) How many applications were
rejected?
(iv) How many applications are
pending, if any, as on 31st March,
____?
95
30
How many members were expelled
by the Agency during the year?
Part E: Compliances under applicable circulars issued by the Board
96 (Circular)
(i) How many members complied
with the circular during the year?
(ii) How many members did not
comply with the circular?
(iii) Have you taken action against
the members who did not comply
with the circular?
(_______________________)
Compliance Officer, (Name of IPA)
Note: The compliances with the Additional Bye-laws and Circulars issued by the IPA not covered
above shall be submitted by the registered insolvency professional agencies separately.
