Insolvency and Bankruptcy - Law and Practice · Corporate Insolvency Resolution Process

Interim Resolution Professional and Committee of Creditors under IBC

Updated 11 October 2026 · Fact-checked

The interim resolution professional (IRP) runs the corporate debtor after admission, collates claims and constitutes the committee of creditors (CoC). The CoC has all financial creditors, except related parties, and decides by 51% of voting share. At its first meeting it can appoint the resolution professional by 66%.

Understand Interim Resolution Professional and Committee of Creditors

When the Adjudicating Authority admits a corporate insolvency application, someone must take charge of the company and run the process. That person is the interim resolution professional (IRP). The IRP is a temporary manager, and the key task is to collate claims and work out the financial position of the corporate debtor.

Once claims are collated and the financial position is determined, the IRP must constitute the committee of creditors (CoC) under Section 21(1). The CoC is the decision-making body of the process. It takes the commercial decisions, including whether to approve a resolution plan.

The CoC comprises all financial creditors of the corporate debtor. Operational creditors and other creditors are not members. Voting share follows the financial debt owed to each creditor. A financial creditor that is a related party of the corporate debtor has no right of representation, participation or voting in CoC meetings. There is a limited exception for a financial creditor regulated by a financial sector regulator that is a related party solely because of conversion or substitution of debt into equity (or equity-convertible instruments), or completion of prescribed transactions, before the insolvency commencement date.

The first CoC meeting must be held within seven days of the CoC being constituted (Section 22(1)). In it, the CoC may, by not less than 66% of the voting share, either confirm the IRP as resolution professional (RP) or replace the IRP with another RP. So the IRP and the RP may be the same person, but the roles differ in stage and in how they are appointed. The IRP is appointed at admission. The RP is chosen by the CoC.

Where many creditors hold the same type of debt, such as debenture holders or depositors, they do not all attend. A trustee, agent or authorised representative votes for them to the extent of their voting share.

Key rules to remember

Constitution of CoC: CoC = all financial creditors (excluding related parties, who have no representation, participation or voting right); Section 21(1) and (2). The IRP constitutes it after collating claims and determining the financial position.
Ordinary decisions of CoC: Decision passes if votes ≥ 51% of voting share of financial creditors; Section 21(8). This applies save as otherwise provided in the Code.
Appointment or replacement of RP: Resolution by ≥ 66% of voting share of financial creditors; Section 22(2). Taken in the first meeting of the CoC.
First CoC meeting: Within 7 days of constitution of the CoC; Section 22(1).
Voting share in a consortium: Voting share ∝ financial debt owed to each creditor; Section 21(3). Each consortium member is part of the CoC.
Creditor who is both financial and operational: Financial creditor to the extent of financial debt; operational creditor to the extent of operational debt; Section 21(4). Voting share is proportionate to financial debt only.
Financial information requisition: RP to provide within 7 days of CoC's requisition; Section 21(9) and (10).
Board confirmation of proposed RP: If Board does not confirm within 10 days, IRP continues as RP until confirmation; Section 22(5). The Adjudicating Authority directs this by order.

How to solve Interim Resolution Professional and Committee of Creditors questions

Use this order for any case-based question on the IRP or CoC. It keeps your answer in the provision, analysis, conclusion format.

1Identify the stage: before CoC constitution (IRP acting), at the first meeting (appointment of RP), or later (CoC decisions).
2List the creditors in the facts and classify each as financial, operational or both. Only financial creditors enter the CoC.
3Check each financial creditor for related-party status. If related, state there is no right of representation, participation or voting, and check the exception for regulated creditors who became related only through debt conversion.
4Work out voting shares from the financial debt owed. Use the amounts given, and exclude excluded creditors from the base.
5Pick the correct threshold: 66% for appointing or replacing the RP under Section 22(2), 51% for other decisions under Section 21(8) unless the Code says otherwise.
6Check for authorised representatives where debt is in securities, deposits, a consortium with a trustee, or a large class of creditors.
7Apply timelines: first meeting within 7 days, financial information within 7 days, Board confirmation within 10 days.
8Conclude clearly: who is on the CoC, whether the resolution passed, and who acts as RP.

Quickest way: Three-check method for CoC questions

When to use it: Use when a question gives creditor amounts and asks whether a resolution passes or who sits on the CoC.

Strike out operational creditors and related-party financial creditors from the voting base.
Add the remaining financial debts to get the total. Express each creditor's share as a percentage of that total.
Compare the votes in favour with 51% for ordinary decisions or 66% for RP appointment, then state the result with the section.

Common mistakes in Interim Resolution Professional and Committee of Creditors

Including operational creditors as CoC members.
Students think every large creditor should have a say.
Fix: Section 21(2) says the CoC comprises all financial creditors. An operational creditor gets no seat, even if its dues are large.
Counting related-party financial creditors in the voting base.
They are financial creditors, so students assume they vote.
Fix: A related party financial creditor has no right of representation, participation or voting. Remove its debt before computing percentages.
Mixing up 51% and 66%.
Both thresholds appear in the same part of the Code.
Fix: Remember: appointing or replacing the RP in the first meeting needs 66% (Section 22(2)). Ordinary CoC decisions need 51% (Section 21(8)).
Treating IRP and RP as the same office at all times.
The same person often continues, so the stages blur.
Fix: The IRP acts from admission until the CoC acts under Section 22. The RP is the person the CoC confirms or appoints. State both stages in your answer.
Giving the voting share of a dual creditor on total dues.
Students add financial and operational debt together.
Fix: Under Section 21(4), voting share is proportionate to the financial debt only.
Forgetting that the Board must confirm a replacement RP.
Students stop at the CoC's resolution.
Fix: The CoC applies to the Adjudicating Authority, which forwards the name to the Board. Appointment follows confirmation. If no confirmation in 10 days, the IRP continues.

Worked examples

Example 1

Meridian Steels Ltd is admitted into CIRP. The IRP collates these claims: Bank A (financial) ₹40 crore; Bank B (financial) ₹30 crore; Arvind Holdings Ltd (financial, related party of the corporate debtor) ₹20 crore; Supplier X (operational) ₹50 crore. Who forms the CoC, and what are the voting shares?

Show the solution

Provision: Section 21(2) says the CoC comprises all financial creditors. A related party financial creditor has no right of representation, participation or voting.
Supplier X is an operational creditor, so it is not a CoC member.
Arvind Holdings is a financial creditor but a related party. Assuming the regulated-creditor exception does not apply, it does not participate or vote.
Voting base = ₹40 crore + ₹30 crore = ₹70 crore.
Bank A = 40 ÷ 70 = 57.14%. Bank B = 30 ÷ 70 = 42.86%.

Answer: The CoC has Bank A and Bank B. Bank A holds about 57.14% and Bank B about 42.86% of the voting share. Supplier X and Arvind Holdings are not voting members.

Example 2

In the CoC of Kaveri Textiles Ltd, the voting shares are: Bank P 38%, Bank Q 30%, Bank R 20%, Bank S 12%. In the first meeting, P, Q and S vote to replace the IRP with another professional. R votes against. Is the resolution passed? What next?

Show the solution

Provision: Section 22(2) requires a vote of not less than 66% of the voting share of the financial creditors to appoint the IRP as RP or to replace the IRP.
Votes in favour = 38% + 30% + 12% = 80%.
80% is not less than 66%, so the resolution passes.
Under Section 22(3)(b), the CoC files an application before the Adjudicating Authority for the appointment of the proposed RP, along with the proposed RP's written consent in the specified form.
Under Section 22(4), the Adjudicating Authority forwards the name to the Board and appoints after the Board confirms.
Under Section 22(5), if the Board does not confirm within ten days of receipt of the name, the Adjudicating Authority directs the IRP to continue as RP until the Board confirms.

Answer: The resolution passes with 80% of the voting share. The replacement takes effect only after the Adjudicating Authority appoints the proposed RP on the Board's confirmation. Until then the IRP may continue if the Board is silent for ten days.

Exam tips

Write the section number with every threshold: 51% (Section 21(8)), 66% (Section 22(2)). Examiners look for the right figure tied to the right provision.
In numerical questions, show the voting base first, after removing operational and related-party creditors. Marks follow the working.
Structure case answers as provision, analysis, conclusion. Name the facts that decide the answer, such as related-party status.
Draw a clear line between IRP and RP in any comparison question: who appoints, when, and by what majority.
For consortium, debenture-holder or depositor facts, mention the authorised representative under Section 21(6) and (6A).

Practice questions from Corporate Insolvency Resolution Process

Interim Resolution Professional and 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.

CMA FinalCommittee of Creditors and Resolution Plan

Interim Resolution Professional and Committee of Creditors: frequently asked questions

What is the difference between an IRP and a resolution professional?

The IRP is the professional who takes charge when the insolvency application is admitted and who constitutes the CoC. The resolution professional is the person the CoC confirms or appoints in its first meeting by at least 66% of the voting share. They may be the same person.

Who are the members of the committee of creditors?

All financial creditors of the corporate debtor, under Section 21(2). Operational creditors are not members. Related-party financial creditors have no right to represent, participate or vote, subject to a limited exception for certain regulated creditors.

What majority does the CoC need for its decisions?

Save as otherwise provided in the Code, decisions need not less than 51% of the voting share of the financial creditors (Section 21(8)). Appointing or replacing the RP needs not less than 66% under Section 22(2).

When must the first CoC meeting be held?

Within seven days of the constitution of the CoC, as per Section 22(1). The RP must also give financial information requested by the CoC within seven days of the requisition.