Information Memorandum under the Insolvency and Bankruptcy Code, 2016

1. Executive Summary

The Information Memorandum (IM) is the principal information repository prepared during a Corporate Insolvency Resolution Process (CIRP) to enable prospective resolution applicants to understand the Corporate Debtor and formulate a resolution plan. Section 29 of the IBC and Regulation 36 of the CIRP Regulations form the core legal framework.

A properly prepared IM is more than a compilation of financial statements. It should present a coherent picture of the Corporate Debtor's legal status, operations, assets, liabilities, creditors, financial position, litigation, regulatory exposure, avoidance transactions, employees, contracts, valuation information, key selling propositions and material risks.

The IM should be treated as a living document. It is submitted electronically to CoC members within the prescribed timeline, subject to confidentiality requirements, and should be updated whenever material information changes.

2. Meaning and Purpose of Information Memorandum

Section 5 of the IBC defines an information memorandum as a memorandum prepared by the Resolution Professional under the Code. Section 29 requires the Resolution Professional (RP) to prepare it with relevant information in the prescribed manner for formulation of a resolution plan.

Its commercial objective is informed value discovery. A resolution applicant should be able to assess the Corporate Debtor as a going concern, identify risks and opportunities, conduct due diligence, structure funding, estimate enterprise value and formulate a feasible and viable resolution plan.

1. Create a common and structured information base for prospective resolution applicants.
2. Facilitate informed commercial and financial due diligence.
3. Enable realistic valuation and competitive bidding.
4. Promote transparency and value maximisation.
5. Identify legal, operational, financial and regulatory risks.
6. Support formulation and evaluation of resolution plans.

3. Statutory and Regulatory Framework

The latest IBBI regulations and circulars should always be checked before finalisation because the regulatory framework changes periodically.

1. Section 18, IBC — duties of the IRP, including collection of information relating to assets, finances and operations.
2. Section 19, IBC — assistance and cooperation by personnel, promoters and persons associated with management.
3. Section 25, IBC — duties of the RP, including preparation of the IM under Section 29.
4. Section 29, IBC — preparation and provision of the IM and access to relevant information.
5. Section 29A, IBC — eligibility and ineligibility of prospective resolution applicants.
6. Sections 30 and 31, IBC — submission and approval of the resolution plan.
7. Regulation 36 — contents, timing, disclosure and updating of the IM.
8. Regulations 36A and 36B — invitation for expression of interest, RFRP, Evaluation Matrix and provision of the IM to eligible applicants.
9. Regulations 37–39 — contents, mandatory provisions and approval or evaluation of resolution plans.

4. Persons Responsible for Preparation

The primary statutory responsibility rests with the RP. The RP should collect information from the Corporate Debtor, promoters, management, creditors, statutory records, professionals and other reliable sources, while maintaining a documentary trail of requests, responses, verification and updates.

The RP need not independently audit every underlying fact. Material information should, however, be appropriately verified, reconciled or clearly identified as unverified or subject to independent due diligence. Section 19 is especially relevant where books, title documents, litigation records or other information are unavailable.

5. Sources and Collection of Information

1. Corporate Debtor records: accounts, ledgers, financial statements, asset and inventory records, contracts, bank statements, tax and employee records and statutory registers.
2. Promoters and management: business history, contracts, related parties, guarantees, assets, litigation, licences and commercial arrangements.
3. Financial creditors: loan and security documents, audits, valuation, guarantees and account statements.
4. Operational and other creditors: invoices, contracts, claims, disputes and supporting records.
5. Information Utilities, statutory databases and relevant Government or regulatory authorities.
6. Professional advisers, including auditors, valuers, legal counsel, tax advisers and technical consultants.

6. Timeline and Submission Requirements

Regulation 36(1), in its current form, requires the RP to submit the IM electronically to each member of the CoC on or before the 95th day from the insolvency commencement date, subject to confidentiality requirements, together with subsequent updates.

Material developments after initial circulation should be captured through controlled updates, preferably through the virtual data room and a formal version-control process.

7. Detailed Contents under Regulation 36(2)

Regulation 36(2) requires the IM to highlight key selling propositions and contain relevant information serving as a comprehensive document conveying significant information about the Corporate Debtor, including its operations and financial statements, to prospective resolution applicants.

8. Assets and Liabilities

The IM should describe assets and liabilities, including contingent liabilities, as on the insolvency commencement date with enough detail to assess their value. Each asset schedule should address identification, location, physical status, book value, ownership, title, possession, encumbrances, valuation and legal restrictions.

1. Land, buildings, plant and machinery, vehicles, furniture and other tangible assets.
2. Inventory, receivables, cash, bank balances, investments, deposits, loans and advances.
3. Intangible assets including intellectual property, software, licences and goodwill.
4. Encumbered, pledged, hypothecated or attached assets.
5. Assets held under lease, licence, joint development, collaboration or other contractual arrangements.

9. Financial Information

The IM should contain the latest annual financial statements, audited financial statements for the prescribed historical period and prescribed provisional financial statements for the current year, supported by explanatory analysis rather than mere reproduction of accounts.

1. Balance Sheet, Statement of Profit and Loss, Cash Flow Statement and notes to accounts.
2. Auditor qualifications, emphasis of matter and material observations.
3. Debt profile, working capital, interest obligations and maturity profile.
4. Revenue, EBITDA, segment performance and capacity utilisation trends.
5. Related-party transactions, tax demands, tax losses and GST input credit.
6. Material changes between the last audited accounts and CIRP commencement.

10. Creditors and Claims

The IM should list creditors, amounts claimed and admitted, and security interests where applicable. Claim information should reconcile with the claims register and CoC records.

1. Financial creditors — claim, admission, security, principal, interest, voting share and guarantees.
2. Operational creditors — claim, admission, nature of supply, dispute and security, if any.
3. Employees and workmen — category, claim, admission, salary and statutory components.
4. Statutory and other creditors — authority or nature, demand, admission and proceedings.
5. Creditors in a class — class, aggregate claims, voting mechanism and authorised representative information.

11. Related Parties and Guarantees

Debt due to and from related parties should be reconciled with audited accounts, MCA records, related-party registers and transaction-audit findings. Guarantees should identify the guarantor, creditor, amount, underlying debt, invocation and enforcement status and relationship with the Corporate Debtor.

1. Corporate and personal guarantees.
2. Cross-collateralisation and security support.
3. Invoked or likely-to-be-invoked guarantees.
4. Counter-guarantees, indemnities and guarantees involving group entities.

12. Shareholding and Ownership

The IM should disclose ownership and shareholding, including prescribed particulars of members or partners and material holders. A clear group structure should identify promoters, subsidiaries, associates, joint ventures and significant investments.

13. Litigation, Investigations and Regulatory Proceedings

Material litigation and proceedings initiated by Government or statutory authorities should be sufficiently detailed to explain monetary exposure, operational impact, ownership risk and implementation risk.

1. Forum or authority, case number, parties and nature of proceeding.
2. Claim, demand or exposure and present procedural status.
3. Next hearing or procedural step.
4. Commercial, financial, regulatory or operational impact.
5. Relevant orders, pleadings, notices and evidence available in the VDR.

14. Avoidance Transactions and Fraudulent or Wrongful Trading

The IM should disclose identified preferential, undervalued and extortionate credit transactions and fraudulent or wrongful trading, together with subsequent filings before the Adjudicating Authority where applicable.

1. Transaction date, counterparties, nature and applicable statutory section.
2. Amount, financial impact and transaction or forensic audit findings.
3. RP's determination and supporting analysis.
4. Application number, relief sought, procedural status and estimated recovery.

15. Employees and Workmen

The workforce disclosure should explain both liabilities and matters affecting continuity.

1. Employee and workmen headcount, management and key managerial personnel.
2. Salary, wages, incentives, arrears, provident fund, ESI, gratuity and leave encashment.
3. Labour disputes, statutory notices, critical employees and retention needs.
4. Union arrangements and material contractual restrictions.

16. Business, Industry and Commercial Information

The IM should provide a meaningful company and industry overview, including the disclosures applicable to Corporate Debtors meeting the prescribed asset-size threshold.

1. History, milestones, business model, revenue streams, products, services and customer segments.
2. Facilities, capacity, utilisation and operational bottlenecks.
3. Key customers, suppliers, contracts, distribution network and geographical presence.
4. Licences, approvals, industry dynamics, competition, demand outlook and regulation.
5. Growth drivers and turnaround opportunities.

17. Key Selling Propositions

This section should explain why the Corporate Debtor retains going-concern value and may be attractive to a resolution applicant.

1. Market position, customer relationships, strategic location and infrastructure.
2. Land, specialised machinery, intellectual property, licences and approvals.
3. Long-term contracts, skilled workforce and operational know-how.
4. Tax attributes, capacity expansion, margin improvement and strategic synergies.
5. Potential recoveries from receivables or avoidance proceedings.

18. Real Estate and Allottee Disclosures

For real-estate Corporate Debtors, project-wise information and details of allottees in books or RERA records should be provided, including allottees who have not submitted claims where required.

1. Project, location, land ownership and development structure.
2. Units sold and unsold, allottee details and amounts due.
3. Construction status, approvals, RERA registration and proceedings.
4. Collections, receivables, liabilities and completion-funding requirements.
5. Contractor exposure, litigation and title issues.

19. Guarantor Assets and Section 28A

Where applicable, the IM should disclose an asset of a personal or corporate guarantor proposed to be transferred under Section 28A, together with its description, value and proposed mode of transfer. It should be clearly distinguished from assets owned by the Corporate Debtor.

20. Valuation, Fair Value and Liquidation Value

Valuation information should distinguish book value, fair value, liquidation value and going-concern value. Book value is the accounting carrying amount; fair and liquidation values arise under the insolvency valuation framework; going-concern value reflects continued operations, contracts, licences, workforce, synergies and future cash flows.

The CoC may, for reasons recorded in writing and where permitted by the current regulatory text, decide that non-disclosure of fair value is beneficial to the process. The precise applicable requirements should be checked before disclosure.

21. Confidentiality and Access to Information

Section 29(2) requires access to relevant information subject to prescribed undertakings and safeguards.

1. Confidentiality undertaking or NDA and controlled VDR access.
2. User permissions, audit logs and segregation of highly sensitive documents.
3. Protection of personal data, commercially sensitive information and intellectual property.
4. Restrictions on copying or onward disclosure and clear version control.

22. Virtual Data Room and Due Diligence

A professional CIRP should supplement the IM with a Virtual Data Room (VDR). The IM is the structured summary and disclosure document; the VDR contains supporting corporate, financial, claims, asset, valuation, security, contractual, litigation, audit, tax, employee, regulatory and process records.

The VDR should be updated in a controlled manner as fresh material becomes available, preserving access records and version history.

23. IM, Form G, RFRP and Resolution Plan

The IM forms part of an integrated CIRP sequence: Form G invites expressions of interest; the final list is prepared; the RFRP and Evaluation Matrix define the bidding framework; the IM and VDR enable due diligence; applicants submit plans; the CoC evaluates them; and the approved plan proceeds to NCLT under Section 31.

Material deficiencies in the IM can influence valuation, bid assumptions, treatment of creditors, feasibility, viability and implementation.

24. Role of the RP and CoC

The RP should establish controls for collection, verification, reconciliation, disclosure, versioning and updates. The CoC may seek information relevant to formulation or evaluation of plans, and the RP should record requests and responses.

1. Review completeness against Regulation 36 and reconcile claims and financial information.
2. Review litigation, regulatory exposure, valuation and asset disclosures.
3. Review avoidance transactions, key selling propositions and risks.
4. Circulate material updates through a controlled process.

25. Dealing with Incomplete or Unverified Information

Where information is unavailable, the RP should not silently fill the gap with assumptions. The IM should identify the limitation, source requested, date and mode of request, response status and verification status, use qualified language and update the disclosure if information is later received.

The title documents in respect of the property have not been made available to the Resolution Professional as on the date of this Information Memorandum. Accordingly, ownership has not been independently verified and prospective resolution applicants are advised to conduct independent legal due diligence.

26. Disclaimers and Limitations in an IM

A carefully drafted disclaimer should explain sources, limits of verification and the applicant's independent due-diligence obligation. It should never be used to justify a material omission or inaccurate statement.

27. Recommended Professional IM Structure

1. Executive Summary and Key Selling Propositions; Corporate Profile and Group Structure.
2. Business Operations, Commercial Overview, Industry Overview and Growth Drivers.
3. Financial Information; Assets and Valuation; Liabilities and Creditors.
4. Related Parties, Guarantees, Shareholding and Ownership.
5. Litigation, Investigations, Regulatory Matters and Avoidance Transactions.
6. Employees, Real Estate, Tax, Licences, Approvals, Contracts and Insurance.
7. Risks, valuation disclosures, CIRP information, disclaimer, confidentiality, annexures and VDR index.

28. Master IM Preparation Checklist

1. Corporate profile, CIN, registered office, promoters, directors, KMP, shareholding and group structure.
2. Audited and provisional financial statements, cash flow, auditor observations, debt and security.
3. Financial, operational, employee, workmen, statutory and related-party claims.
4. Guarantees, indemnities, fixed assets, title documents, inventory, receivables and intangible assets.
5. Encumbrances, attachments, valuation reports and fair or liquidation value disclosure decision.
6. Litigation, tax and regulatory proceedings, transaction audit and avoidance applications.
7. Employees, contracts, licences, customers, suppliers, industry and selling propositions.
8. Real-estate, allottee and guarantor disclosures where applicable.
9. Section 29A support, confidentiality undertaking, VDR index, version control and updates.

29. Common Deficiencies and Risk Areas

1. Failure to update the IM after material developments.
2. Claims not reconciled with the claims register or CoC records.
3. Incomplete litigation, regulatory, related-party or avoidance-transaction disclosure.
4. Assets lacking title, possession, valuation or encumbrance details.
5. Understated contingent liabilities or inadequate contract and licence disclosure.
6. Book, fair and liquidation values presented without distinction.
7. Unverified information stated as confirmed fact or updates issued without version control.

30. Best Practices and Quality-Control Framework

A gold-standard IM follows the sequence: Source → Verify → Reconcile → Analyse → Disclose → Update.

The RP should maintain a verification tracker identifying each material section, source document, responsible team member, verification date, unresolved issue and update status.

31. IM vs Valuation Report vs Due Diligence

1. Information Memorandum — prepared by the RP as the comprehensive resolution-plan information repository; it discloses material business, financial, legal and operational information but is not a substitute for due diligence.
2. Valuation Report — prepared by Registered Valuers to determine value under the applicable framework.
3. Due Diligence — undertaken by the resolution applicant and advisers for independent, applicant-specific verification and risk assessment.

32. Recent Regulatory Developments

As of the reference date, IBBI's legal framework lists the CIRP Regulations amended up to 9 June 2026 and records a June 2026 circular concerning formats under the CIRP Regulations. Current source material should be checked before reliance.

1. 95-day timeline and express requirement for subsequent IM updates.
2. Emphasis on key selling propositions and expanded receivable and contractual disclosures.
3. Disclosures for joint-development arrangements, attached assets and avoidance transactions.
4. Specific allottee and applicable guarantor-asset disclosures.
5. Continued importance of fair-value disclosure and relevant CoC decision-making.
6. March 2025 IBBI circular concerning carry-forward losses in the IM, where relevant.

33. Practical Conclusion

The Information Memorandum is one of the central statutory and commercial documents of the CIRP. Its quality materially affects value discovery, bidder confidence, due diligence, resolution plans and the CoC's ability to evaluate competing proposals.

The RP should treat it as a controlled, source-backed and continuously updated information system rather than a one-time compliance document. The strongest IMs are complete, accurate, current, reconciled, commercially meaningful and transparent about uncertainty.

The practical gold standard is to disclose what is material, support what is disclosed, identify what is unverified, explain commercial significance, protect confidential information and update the IM whenever material information changes.

Appendix A – Suggested IM Data Request List

1. Corporate — incorporation documents, constitutional records, MCA filings, registers and shareholding.
2. Finance — audited financials, provisional accounts, ledgers, trial balance and bank statements.
3. Debt and assets — loan and security documents, guarantees, asset registers, title, valuation, insurance and encumbrances.
4. Inventory and receivables — stock records, ageing, verification, customer confirmations, disputes and recoverability.
5. Creditors, tax and legal — claims, invoices, security, GST, income tax, customs, pleadings, orders and notices.
6. Regulatory, employee and commercial — licences, approvals, payroll, statutory dues, disputes and key contracts.
7. Audit and valuation — statutory, internal, stock, transaction and forensic audits and registered valuer reports.
8. CIRP — claims register, CoC records, Form G, EOI, RFRP, Evaluation Matrix and process milestones.

Appendix B – Suggested VDR Index

1. Corporate Information; Financial Information; Banking and Debt; Creditors and Claims.
2. Assets and Valuation; Immovable Properties; Plant and Machinery; Inventory; Receivables.
3. Investments and Intangibles; Contracts; Litigation; Regulatory and Tax; Employees.
4. Related Parties and Guarantees; Audit Reports; Transaction or Forensic Audit; Avoidance Applications.
5. Insurance; Licences and Approvals; Real Estate and Allottees; Resolution Process; Valuation; Miscellaneous.

Appendix C – Suggested IM Responsibility Matrix

1. Financial statements — Auditor and Corporate Debtor; claims — creditors and RP records.
2. Assets — Corporate Debtor, valuer and title counsel; litigation — legal counsel and Corporate Debtor.
3. Avoidance — transaction or forensic auditor; employees — HR and Corporate Debtor.
4. Tax — tax adviser and Corporate Debtor; valuation — Registered Valuers.
5. Contracts — Corporate Debtor and legal team; industry analysis — management and reliable sources.
6. Guarantees — creditors and Corporate Debtor; related parties — MCA, audited accounts and audit reports.

Principal Authorities / References

• Insolvency and Bankruptcy Code, 2016 — Sections 5, 18, 19, 25, 29, 29A, 30 and 31.
• IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 — Regulations 36 to 39, as amended up to 9 June 2026 as at the note's reference date.
• Insolvency and Bankruptcy Board of India — updated legal framework, statutory process material and circular repository.
• IBBI circulars concerning CIRP formats and disclosure of information relating to carry-forward losses in the Information Memorandum.