28. (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 seventy five 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.