Insolvency and Bankruptcy Code, 2016 | Chapter V

Section 212: Governing Board of Information Utilities under the IBC

Section 212 of the Insolvency and Bankruptcy Code, 2016 empowers the Insolvency and Bankruptcy Board of India (IBBI) to require information utilities to establish governing boards with independent members in accordance with prescribed regulations.

Reviewed: 23 October 2026 | India

Section 212 - statutory provision

212. Governing Board of information utility. - The Board may, for ensuring that an information utility takes into account the objectives sought to be achieved under this Code, require every information utility to set up a governing board, with such number of independent members, as may be specified by regulations.

This is the substantive provision of Section 212. The reference to the Board means the IBBI, established under the Code. The detailed corporate governance requirements are prescribed in subordinate regulations rather than enumerated in Section 212 itself.

Meaning and purpose of Section 212

An information utility is a regulated entity that receives, stores, authenticates and provides access to financial information relevant to insolvency and bankruptcy proceedings. Under Section 3(21) of the Code, an information utility means a person registered with the Board as an information utility under Section 210.

Section 212 seeks to support reliable management and independent oversight of these entities. An information utility handles financial records that may be important in verifying debts, defaults and claims. A governing board helps supervise the utility's operations, internal controls and regulatory compliance.

Composition of the governing board under IBBI regulations

Regulation 9 of the IBBI (Information Utilities) Regulations, 2017 governs the composition of the governing board. The regulation, as amended, distinguishes between:

Managing director: the executive director responsible for managing the utility, separately classified from independent and shareholder directors.
Independent directors: directors who satisfy the applicable independence criteria and provide impartial oversight.
Shareholder directors: directors representing the shareholder-director category, including an additional employee director where the regulation so provides.

The amended framework requires the number of independent directors to be not less than the number of shareholder directors, and provides that more than half of the directors must be Indian citizens resident in India. The applicable regulation also governs selection of the chairperson and other board composition conditions.

Important: Board composition requirements have been amended over time. For appointments, voting arrangements, independence tests and board meetings, consult the latest consolidated Regulation 9 and related definitions on the official IBBI legal framework portal rather than relying on superseded versions.

Governance, compliance and accountability

Independent oversight

Independent directors strengthen governance by reviewing management decisions and helping protect the integrity of information utility services. Their role is especially important where financial information is submitted by creditors, debtors and other users.

Regulatory committee and compliance officer

Regulations 10 and 11 address the regulatory committee and compliance officer respectively. They provide a framework for monitoring compliance, reporting non-compliance and certification. The governing board also has a role in the appointment or removal of the compliance officer in accordance with the applicable regulation.

Grievance redressal

Information utilities are subject to grievance-redressal requirements under the Information Utilities Regulations. Governance arrangements should ensure that user grievances are addressed through the prescribed mechanism.

Section 209: Restricts carrying on business as an information utility without an IBBI registration certificate, subject to the Code. Read Section 209.
Section 210: Deals with registration, renewal, suspension and cancellation of information utility registration. Read Section 210.
Section 211: Provides for an appeal to the National Company Law Appellate Tribunal against orders under Section 210. Read Section 211.
Sections 213 and 214: Address information utility services and statutory obligations.
Section 240: Confers regulation-making powers on the IBBI, subject to the Code.

For the primary legislation, consult the official India Code text of the Insolvency and Bankruptcy Code, 2016. For regulations and amendments, see the IBBI legal framework and the IBBI Information Utilities Regulations reference document. The consolidated legal framework lists the Information Utilities Regulations as amended up to 2 June 2026; always check for subsequent notifications.

Frequently asked questions

Is a governing board required for an information utility?

Section 212 authorises the IBBI to require a governing board, while the Information Utilities Regulations set out its composition and governance requirements.

Does Section 212 prescribe a fixed number of directors?

No. Section 212 itself does not prescribe a fixed board size. The detailed requirements are contained in IBBI regulations.

Why are independent directors necessary?

Independent directors provide oversight and help safeguard the impartiality, reliability and compliance of information utilities operating under the Code.

This article is for general legal information and does not replace the current Act, regulations, official notifications or professional advice for a specific matter.