Section 28:
Approval of committee of creditors for certain actions.
(1) Notwithstanding anything
contained in any other law for the time being in force, the resolution professional, during the corporate
insolvency resolution process, shall not take any of the following actions without the prior approval of the
committee of creditors namely:—
(a) raise any interim finance in excess of the amount as may be decided by the committee of
creditors in their meeting;
(b) create any security interest over the assets of the corporate debtor;
(c) change the capital structure of the corporate debtor, including by way of issuance of additional
securities, creating a new class of securities or buying back or redemption of issued securities in case
the corporate debtor is a company;
(d) record any change in the ownership interest of the corporate debtor;
(e) give instructions to financial institutions maintaining accounts of the corporate debtor for a
debit transaction from any such accounts in excess of the amount as may be decided by the committee
of creditors in their meeting;
(f) undertake any related party transaction;
(g) amend any constitutional documents of the corporate debtor;
(h) delegate its authority to any other person;
(i) dispose of or permit the disposal of shares of any shareholder of the corporate debtor or their
nominees to third parties;
(j) make any change in the management of the corporate debtor or its subsidiary;
(k) transfer rights or financial debts or operational debts under material contracts otherwise than
in the ordinary course of business;
(l) make changes in the appointment or terms of contract of such personnel as specified by the
committee of creditors; or
(m) make changes in the appointment or terms of contract of statutory auditors or internal
auditors of the corporate debtor.
(2) The resolution professional shall convene a meeting of the committee of creditors and seek the
vote of the creditors prior to taking any of the actions under sub-section (1).
(3) No action under sub-section (1) shall be approved by the committee of creditors unless approved
by a vote of 1
[sixty-six] per cent. of the voting shares.
(4) Where any action under sub-section (1) is taken by the resolution professional without seeking the
approval of the committee of creditors in the manner as required in this section, such action shall be void.
(5) The committee of creditors may report the actions of the resolution professional under
sub-section (4) to the Board for taking necessary actions against him under this Code.
Notes:
1 Subs. by Act 26 of 2018, s. 21, for "seventy-five" (w.e.f. 6-6-2018).