Corporate Restructuring, Valuation and Insolvency · Convening and Conduct of Meetings of Committee of Creditors

Notice, Quorum and Conduct of CoC Meetings

Updated 11 October 2026 · Fact-checked

The resolution professional convenes and chairs every CoC meeting. He gives written notice with agenda, voting items and documents. The meeting is quorate if members holding at least 33% of voting rights attend, in person or by video. He takes a roll call, records minutes and circulates them within 48 hours.

Understand Notice, Quorum and Conduct of CoC Meetings

The committee of creditors (CoC) takes the key decisions in a corporate insolvency resolution process. Those decisions are valid only if the meeting that took them was properly called and properly run. Exam questions test exactly this: was the notice right, was there a quorum, and did the resolution professional (RP) follow the procedure?

Under section 24 of the Code, the RP conducts all CoC meetings. Members may meet in person or by electronic means. The RP must give notice of each meeting to the CoC members (including authorised representatives), the members of the suspended Board of Directors or the partners, and operational creditors or their representatives whose aggregate dues are 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.

The CIRP Regulations add the detail. The notice must state the venue, time and date, and the option of attending by video conferencing or other audio and visual means, with the information needed to join. It must list the matters to be discussed and the issues to be voted upon, and attach all relevant documents. It must also explain electronic voting: the process, the time window for votes, the login ID, password facility and a contact person for queries. A member may attend and vote in person or through an authorised representative, whose identity must be given to the RP in advance. On the notice period, the Regulations require the RP to give at least five days' notice. Check the current text of the Regulation for any provision allowing shorter notice before you write about it.

Quorum is 33% of voting rights, present in person or by video. The CoC can change this percentage for future meetings. If a meeting cannot be held for want of quorum, then unless the CoC has previously decided otherwise, it automatically stands adjourned to the same time and place on the next day. At that adjourned meeting, the members who attend form the quorum.

For conduct, the RP is the chairperson. He takes a roll call, confirms quorum, and keeps quorum throughout. He keeps out unauthorised persons, records minutes showing who attended in person or by video, and circulates them electronically within forty eight hours. For video meetings, the scheduled venue in the notice must be in India and is deemed to be the place of the meeting.

Key rules to remember

Who conducts and chairs: Meeting conducted by the RP; RP = chairperson; The RP conducts under section 24 of the Code and chairs under the CIRP Regulations.
Notice recipients: CoC members + authorised representatives + suspended directors/partners + operational creditors with aggregate dues ≥ 10% of the debt; Directors, partners and one operational creditor representative may attend but cannot vote. Their absence does not invalidate proceedings.
Notice period: Not less than 5 days' notice; The Regulations require at least five days' notice. Verify the current Regulation before citing any exception for shorter notice.
Contents of notice: Venue, time, date + video option + matters to discuss + issues to vote + relevant documents + e-voting details; E-voting details cover the process, the time period for votes, login ID and password facility, and a contact person.
Quorum: Members holding ≥ 33% of voting rights present (in person or by video); The CoC may modify the percentage for future meetings.
No quorum: Meeting stands adjourned to the same time and place on the next day; This applies unless the CoC has previously decided otherwise. The adjourned meeting is quorate with whoever attends.
Minutes: Circulate electronically within 48 hours of the meeting; Minutes must show who attended in person and who attended through video or other audio and visual means.
Place of video meeting: Scheduled venue in notice (in India) = deemed place of meeting; All recordings are deemed made at that place.

How to solve Notice, Quorum and Conduct of CoC Meetings questions

Use this order for any problem on notice, quorum or conduct of a CoC meeting.

1Identify the provision: section 24 of the Code and the CIRP Regulations on notice, quorum and conduct.
2Check the notice: was it given to all required persons, with at least five days' notice, and with venue, time, date, video option, agenda, voting items and documents?
3Check the electronic voting details and whether the authorised representative was intimated in advance.
4Add up the voting shares of those present, in person or by video. Compare with 33% or the percentage the CoC has fixed.
5If quorum is lacking, apply the automatic adjournment to the same time and place on the next day, and state that the adjourned meeting is quorate with those attending.
6Check conduct: RP as chair, roll call, quorum maintained, no unauthorised access, venue in India.
7Check records: minutes with attendance particulars, recording stored with the corporate debtor's records, minutes circulated within 48 hours.
8Conclude clearly: valid, defective or adjourned, with the reason.

Quickest way: The 5-33-48 check

When to use it: Use it for short-answer or case questions where you must test whether a CoC meeting was properly held.

5: at least five days' notice, with complete contents.
33: voting rights present of at least 33%, or the CoC's modified figure.
Next day: no quorum means the same time and place the next day.
48: minutes circulated within 48 hours.
Then write the conclusion in one line, citing section 24 and the Regulations.

Common mistakes in Notice, Quorum and Conduct of CoC Meetings

Counting the number of members present instead of their voting share for quorum.
Students treat the CoC like a board meeting where heads are counted.
Fix: Quorum is voting rights. Add the percentage shares of those present and compare with 33%.
Saying a meeting is invalid because the suspended directors or an operational creditor representative did not attend.
Students forget the proviso to section 24(4).
Fix: Their absence does not invalidate the proceedings, and they have no vote anyway.
Saying the adjourned meeting needs the same quorum again.
Students assume the first quorum rule continues.
Fix: The adjourned meeting is quorate with the members who attend.
Omitting the agenda, voting items or documents when listing the contents of the notice.
Students remember only the date, time and venue.
Fix: Include matters to discuss, issues to vote upon, relevant documents and the electronic voting details.
Treating the video conference venue as flexible or outside India.
Students think a video meeting has no place.
Fix: The scheduled venue in the notice must be in India and is deemed to be the place of meeting.
Applying the section 134 or section 108 seven-day adjournment limits to CoC meetings.
Students mix up meetings of creditors in bankruptcy and the CoC.
Fix: Those limits belong to bankruptcy trustee and repayment plan meetings of individuals. For the CoC, apply the quorum-based next-day adjournment.

Worked examples

Example 1

The CoC of Sundaram Textiles Ltd has four financial creditors with voting shares: Bank A 40%, Bank B 25%, Bank C 20%, Bank D 15%. A meeting is called. Bank D alone attends. Then Bank C and Bank D attend. Is the meeting quorate each time? The CoC has not modified the quorum.

Show the solution

Quorum is members representing at least 33% of voting rights, present in person or by video.
Case 1: Bank D alone holds 15%. 15% is less than 33%, so there is no quorum.
Case 2: Banks C and D together hold 20% + 15% = 35%.
35% is at least 33%, so quorum is present.

Answer: Case 1 is not quorate. Case 2 is quorate because the members present hold 35% of voting rights.

Example 2

The RP of Kaveri Foods Ltd called a CoC meeting for Monday at 11 am at a scheduled venue in Chennai. Members holding only 30% of voting rights joined. The CoC had not made any earlier decision on adjournments. What happens, and what must the RP do about the minutes of the adjourned meeting held on Tuesday at 11 am if it is concluded that day?

Show the solution

Quorum is 33% of voting rights. 30% is less than 33%, so the Monday meeting could not be held.
Unless the CoC has previously decided otherwise, the meeting automatically stands adjourned to the same time and place on the next day: Tuesday at 11 am at the Chennai venue.
At the adjourned meeting, it is quorate with whichever members attend.
The RP chairs, takes the roll call, and ensures that minutes record who attended in person or by video.
The RP must circulate the minutes electronically to all participants within forty eight hours of the Tuesday meeting.

Answer: The Monday meeting stands adjourned to Tuesday at 11 am at the same place. That meeting is quorate with those attending. The RP must circulate the minutes within 48 hours of it.

Exam tips

Write the structure in case answers: provision, facts against the rule, conclusion.
Always compute quorum in voting share, showing the addition, and compare with 33%.
List the notice contents as a short bulleted checklist. It is an easy way to earn marks.
Mention the video conference points: roll call statements, venue in India, no unauthorised access, recording kept with the corporate debtor's records.
Do not quote exceptions to the five-day notice unless you are sure of the current Regulation text.

Practice questions from Convening and Conduct of Meetings of Committee of Creditors

Notice, Quorum and Conduct of CoC Meetings in other exams

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

ACCA Applied SkillsCalling and Notice of General Meetings

Notice, Quorum and Conduct of CoC Meetings: frequently asked questions

What is the notice period for a CoC meeting?

The CIRP Regulations require the RP to give at least five days' notice. The notice must contain the venue, time, date, video option, agenda, voting items and documents. Check the current Regulation text for any exception before writing about it.

What is the quorum for a CoC meeting?

Members holding at least 33% of voting rights must be present, in person or by video. The CoC may change this percentage for future meetings. If quorum is missing, the meeting stands adjourned to the same time and place the next day, and the adjourned meeting is quorate with those who attend.

How are CoC meetings held by video conference?

The notice must give the video option and joining details. The RP ensures clear connection, security and identification, takes a roll call, records the meeting and keeps the recording. The scheduled venue, which must be in India, is deemed to be the place of the meeting.

Who prepares and circulates the minutes of a CoC meeting?

The RP ensures minutes are made. They must show who attended in person and who by video or other means. The RP circulates them to all participants electronically within forty eight hours.