CS Professional · Corporate Restructuring, Valuation and Insolvency

Convening and Conduct of Meetings of Committee of Creditors

This chapter covers how the resolution professional convenes and runs Committee of Creditors meetings under section 24 of the IBC, who gets notice, what quorum is needed, how votes are counted by voting share, and how creditor meetings work in bankruptcy under sections 134 to 138. Solve questions by stating the provision, applying the facts, and concluding.

What this chapter covers

This chapter is about the meeting machinery of insolvency. The Committee of Creditors (CoC) takes the key commercial decisions in a corporate insolvency resolution process. Section 24 of the Code says how its meetings are held and who attends. The IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 add details such as quorum in regulation 22.

You study four linked ideas for the CoC: who is a member, how meetings are called and conducted, who may attend without voting, and how votes are counted. Section 24 says the resolution professional conducts all meetings and gives notice to CoC members (including authorised representatives), the suspended directors or partners, and operational creditors whose aggregate dues are not less than ten per cent of the debt. Section 25A covers the rights and duties of authorised representatives of financial creditors. Voting is by voting share based on financial debts owed.

The chapter then moves to the individual bankruptcy side. Section 134 covers conduct of the meeting of creditors by the bankruptcy trustee. Section 135 covers voting rights. Section 137 covers completion of administration, and section 138 the discharge order. This connects to the rest of Paper 6, where the CoC approves resolution plans, and to drafting of notices, agendas and minutes in your practical papers.

Questions on this chapter are usually short case problems: a notice was not sent to someone, quorum was missing, or a creditor voted wrongly, and you must say whether the meeting or decision stands. The rules are precise, with fixed periods and percentages, so you can score full marks by quoting the provision correctly and applying it. It also helps you in the insolvency parts of other papers, since CoC decisions drive the whole resolution process.

Convening and Conduct of Meetings of Committee of Creditors: topics in the order to study them

1Constitution and Role of Committee of CreditorsStart here, because you must know who the members are and what the CoC does before studying how it meets.
2Meetings of Committee of Creditors under Section 24This is the core provision: mode of meeting, who conducts it, who gets notice and who may attend without voting.
3Notice, Quorum and Conduct of CoC MeetingsBuilds on section 24 with the regulation 22 quorum rule and the adjournment mechanics, which are commonly tested.
4Voting Rights and Decision Making in CoCLearn voting share, authorised representatives and section 25A after you know how a meeting is validly held.
5Meetings of Creditors under Section 134 in BankruptcyStudy the individual bankruptcy meeting after the CoC, so you can compare convener, quorum and adjournment rules.
6Completion of Administration under Section 137This ends the bankruptcy process, linking the CoC's approval of the trustee's report to release and discharge.

How to prepare Convening and Conduct of Meetings of Committee of Creditors

Treat this chapter as a set of rules with conditions. Learn the exact wording, then practise applying it to short facts.

Read section 24 line by line and list who conducts, who gets notice, who attends, and who votes.
Learn regulation 22 on quorum: at least thirty three percent of voting rights, present in person or by video conferencing or other audio and visual means, and the automatic adjournment to the same time and place next day.
Make a one-page note on section 25A: authorised representative votes on prior instructions, and abstains if none are given.
Build a side-by-side table on paper for CoC meetings under section 24 and creditors' meetings under section 134, covering convener, quorum, adjournment and minutes.
Memorise the periods in sections 137 and 138: seven days for CoC approval of the report, and the discharge application after one year or within seven days of approval.
Write two or three answers in the format provision, facts, conclusion, and check each against the official text.
Revise the section 54-I and regulation 16E points last, as they are add-on rules.

Common mistakes in Convening and Conduct of Meetings of Committee of Creditors

Saying directors and operational creditors can vote at CoC meetings.
Fix: Remember section 24(4): they may attend but have no right to vote, and their absence does not invalidate proceedings.
Mixing up quorum rules for section 24 meetings and section 134 meetings.
Fix: For the CoC, quote regulation 22 with the thirty three percent threshold. For bankruptcy, the trustee decides quorum under section 134(2).
Writing that the adjourned meeting needs the same quorum again.
Fix: Under regulation 22(3), the adjourned meeting is quorate with the members who attend.
Letting an authorised representative vote freely when no instructions are given.
Fix: Under section 25A(3), the representative must abstain for a creditor who gave no prior instructions. Note the separate rule in 25A(3A) for representatives of classes of creditors.
Confusing the periods in sections 137 and 138.
Fix: Tie each period to its action: seven days for CoC approval of the report, and discharge application on expiry of one year or within seven days of approval, whichever applies.
Answering case questions with a conclusion but no provision.
Fix: Always state the rule, apply the facts, and then conclude, citing the section or regulation.

Last-day revision: Convening and Conduct of Meetings of Committee of Creditors

Section 24: CoC members may meet in person or by specified electronic means.
The resolution professional conducts all CoC meetings.
Notice goes to CoC members, suspended directors or partners, and operational creditors with aggregate dues of at least ten per cent of the debt.
Directors, partners and one operational creditor representative may attend but cannot vote; their absence does not invalidate the meeting.
Voting is by voting share based on financial debts owed, determined by the resolution professional as the Board specifies.
Regulation 22: quorum is at least thirty three percent of voting rights, unless the committee modifies it for future meetings.
No quorum: the meeting stands adjourned to the same time and place next day, and the adjourned meeting is quorate with those attending.
Section 25A: the authorised representative votes on prior instructions and abstains if none are given.
Section 134: the bankruptcy trustee convenes the meeting, decides quorum, and cannot adjourn for more than seven days at a time.
Section 135: no vote for unliquidated debts, or for creditors who are associates of the bankrupt.
Section 137: the CoC approves the trustee's report within seven days of receipt; section 148 releases the trustee on approval.
Section 54-I: the CoC in a pre-packaged process is constituted within seven days and meets first within seven days of constitution.

Convening and Conduct of Meetings of Committee of Creditors practice questions

Convening and Conduct of Meetings of Committee of Creditors in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Convening and Conduct of Meetings of Committee of Creditors: frequently asked questions

Who conducts a Committee of Creditors meeting?

The resolution professional conducts all meetings of the CoC under section 24(2). The resolution professional also gives notice of each meeting and determines voting shares as specified by the Board.

What is the quorum for a CoC meeting?

Regulation 22 requires members representing at least thirty three percent of voting rights to be present in person or by video conferencing or other audio and visual means. The committee may change this percentage for future meetings.

What happens if a CoC meeting cannot be held for want of quorum?

Unless the committee decided otherwise earlier, the meeting automatically stands adjourned to the same time and place on the next day. The adjourned meeting is quorate with the members who attend.

How is the section 134 meeting different from a CoC meeting?

In bankruptcy, the bankruptcy trustee convenes the meeting, decides the quorum, and cannot adjourn for more than seven days at a time. In a CoC meeting, the resolution professional conducts it and regulation 22 sets the quorum.

Do I need to remember section numbers in the exam?

Yes, for the main provisions such as sections 24, 25A, 134, 135, 137 and 138, and regulation 22. Citing them makes your answer more precise, but always give the rule in plain words as well.