Resolution Plan - Compliances Check List.

Resolution Plan - Compliances Check List;

Section 29A - Resolution Applicant Eligibility;

S.30(1) r/w  Reg. 39(1)(a)	A resolution applicant may submit a resolution plan [along with an affidavit stating that he is eligible under section 29A] to the resolution professional prepared on the basis of the information memorandum. (Template Affidavit - Ann-1)
S. 30(2)	Requirement
(a)	Plan must provide for payment of CIRP cost in priority to repayment of other debts of CD in the manner specified by the Board.
(b)	(i) Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall not be less than the amount payable to them in the event of liquidation u/s 53; or  (ii) Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall not be not less than amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher and (iii) provides for payment of debts of financial creditors who do not vote in favour of the resolution plan, in such manner as may be specified by the Board.
(c)	Management of the affairs of the Corporate Debtor after approval of the Resolution Plan.
(d)	Implementation and Supervision
(e)	Plan does not contravene any of the provisions of the law for the time being in force.
(f)	Conforms to such other requirements as may be specified by the Board

2. Measures required for implementation of the Resolution Plan in terms of regulation 37 of CIRP Regulations: A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following:-

Clause of  Reg. 37	Particulars
(a)	transfer of all or part of the assets of the corporate debtor to one or more persons;
(b)	sale of all or part of the assets whether subject to any security interest or not;
(ba)	restructuring of the corporate debtor, by way of merger, amalgamation and demerger
(c)	the substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons;
(ca)	cancellation or delisting of any shares of the corporate debtor, if applicable;
(d)	satisfaction or modification of any security interest;
(e)	curing or waiving of any breach of the terms of any debt due from the  corporate debtor;
(f)	reduction in the amount payable to the creditors;
(g)	extension of a maturity date or a change in interest rate or other terms of a debt due from the corporate debtor;
(h)	amendment of the constitutional documents of the corporate debtor;
(i)	issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose;
(j)	change in portfolio of goods or services produced or rendered by the corporate debtor;
(k)	change in technology used by the corporate debtor;
(l)	obtaining necessary approvals from the Central and State Governments and other authorities.
(m)	Sale of one or more assets of the corporate debtor to one or more successful resolution applicants submitting resolution plans for such assets; and manner of dealing with remaining assets.

3. Mandatory contents of Resolution Plan in terms of regulation 36, 38 of CIRP Regulations:

Regulation	Particulars
36B (4A)	The request for resolution plans shall require the resolution applicant, in case its resolution plan is approved under sub- section (4) of section 30, to provide a performance security within the time specified therein and such performance security shall stand forfeited if the resolution applicant of such plan, after its approval by the Adjudicating Authority, fails to implement or contributes to the failure of implementation of that plan in accordance with the terms of the plan and its implementation schedule.
38(1)	The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors.
38(1A)	A resolution plan shall include a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors of the corporate debtor.
38(1B)	(i) Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?
38(2)	A resolution plan shall provide:  (a) the term of the plan and its implementation schedule; (b) the management and control of the business of the corporate debtor during its term; and (c) adequate means for supervising its implementation. (d) Manner of pursuing avoidable transaction Application
38(3)	A resolution plan shall demonstrate that– (a) it addresses the cause of default; (b) it is feasible and viable; (c) it has provisions for its effective implementation; (d) it has provisions for approvals required and the timeline for the same; and (e) the Resolution Applicant has the capability to implement the resolution plan.

4. Mandatory contents of Resolution Plan in terms of regulation 39 of CIRP Regulations

Regulation	Particulars
39 (1)(a)	An Affidavit by the Resolution Applicant stating that it is eligible under Section 29A to submit Resolution Plan
39 (1)(c)	An undertaking by the Resolution Applicant that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of every false information and record at any time will render the applicant ineligible, forfeit the Earnest Money and attract penal action under the Code.

5.  Statement of Beneficial Ownership” and Affidavit under Regulation 38(3A) of the CIRP Regulations. 

-------------------------------------------------

Template Affidavit for eligibility under section 29A.

“In furtherance of the request for a Resolution Plan dated ----------, We, ------------------------------------  (“Resolution Applicant”) state, submit and confirm as follows:-

1. We hereby unconditionally state, submit and confirm that We are not disqualified from submitting a Resolution Plan in respect of ---------------------  pursuant to the provisions of Section 29A or section 240A of IBC, 2016 or under the provisions of any other law in force.

2. We hereby state, submit and declare that none of (a) us being the Resolution Applicant (b) any person acting jointly with us; (c) any person who is a promoter and/or in management and/or control of the business of ,,,,,,,,,,,,,,,,,,,,   during implementation of the Resolution Plan; and/or (e) the holding company, subsidiary company, associate company or Related Party of any person referred to in (c) and/or (d) and/or a connected person referred under clause (j):

• a) is an undischarged insolvent;

• b) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949;

• c) at the time of submission of the resolution plan have an account or an Account under his Management or Control or of whom such person is a promoter which is classified as Non-Performing Asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 or guidelines of Financial Sector Regulator issued under any other law for the time being in force and at least a period of one year has lapsed from the date of such classification till the date of commencement of the corporate insolvency resolution process of the Corporate Debtor.

• d) has been convicted for any offence punishable with imprisonment.- 

• i. for two years or more under any statute specified under the TwelfthSchedule of the Code and two years have not passed from the date of release from such imprisonment; or

• ii. for seven years or more under any law for the time being in force and two years have not passed from the date of release from such imprisonment.

• e) is disqualified to act as a director under Companies Act, 2013;

• f) is prohibited by the Securities and Exchange Board of India from trading securities or accessing the securities markets;

• g) has been a promoter or in the management of or control of a Corporate Debtor in which any preferential transaction or undervalued transaction or extortionate credit transaction or fraudulent transaction has taken place and in respect of which an order has taken place and in respect of which an order has been made by the Adjudicating Authority under the code:

• h) has executed a guarantee in favour of a creditor in respect of a Corporate Debtor against which an Application for Insolvency Resolution made by such creditor has been admitted under this Code, and such guarantee has been invoked by such creditors and remains unpaid in full or part.

• i) is subject to any disability, corresponding to clauses (a) to (h) under any law in a jurisdiction outside India; or 

• j) has a connected person not eligible under clause (a) to i) above.

• Explanation [I]. — For the purposes of this clause, the expression "connected person" means—

• (i) any person who is the promoter or in the management or control of the resolution applicant; or

• (ii) any person who shall be the promoter or in management or control of the business of the corporate debtor during the implementation of the resolution plan; or

• (iii) the holding company, subsidiary company, associate company or

• related party of a person referred to in clauses (i) and (ii):

• Provided that nothing in clause (iii) of Explanation I shall apply to a resolution applicant where such applicant is a financial entity and is not a related party of the corporate debtor:

• Provided further that the expression "related party" shall not include a financial entity, regulated by a financial sector regulator, if it is a financial creditor of the corporate debtor and is a related party of the corporate debtor solely on account of conversion or substitution of debt into equity shares or instruments convertible into equity shares prior to the insolvency commencement date;

• Explanation II—For the purposes of this section, "financial entity" shall mean the following entities which meet such criteria or conditions as the Central Government may, in consultation with the financial sector regulator, notify in this behalf, namely:—

• (a) a scheduled bank;

• (b) any entity regulated by a foreign central bank or a securities market regulator or other financial sector regulator of a jurisdiction outside India which jurisdiction is compliant with the Financial Action Task Force Standards and is a signatory to the International Organisation of Securities Commissions Multilateral

• Memorandum of Understanding;

• (c) any investment vehicle, registered foreign institutional investor, registered foreign portfolio investor or a foreign venture capital investor, where the terms shall have the meaning assigned to them in regulation 2 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)

• Regulations, 2017 made under the Foreign Exchange Management Act, 1999 (42 of 1999);

• (d) an asset reconstruction company register with the Reserve Bank of India under section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002);

• (e) an Alternate Investment Fund registered with Securities and Exchange Board of India;

• (f) such categories of persons as may be notified by the Central Government.”

-------------------------------------------------

Format of Statement under Regulation 38(3A)(a)

(IBBI Circular no. No. IBBI/CIRP/90/2025 Dated: 29th December, 2025)

Part I – Basic Details of the Prospective Resolution Applicant (PRA)

Sr. No	Particulars	. Details
	Name of the Prospective Resolution Applicant
	Legal Form (Company / LLP / Trust / Other)
	Country of Incorporation / Registration
	Registered Office Address
	Corporate Identification Number / Registration No.
	Authorised Signatory – Name, Designation & Contact

Part II – Statement of Beneficial Ownership

Sr. No	Particulars	. Details
	Name of the Beneficial Owner (BO)
	PAN of BO [For Foreign National, Taxpayer Identification Number, as applicable to be provided]
	PAN of BO [For Foreign National, Taxpayer Identification Number, as applicable to be provided] Nationality of BO
	Address of BO [include City, Pincode, State, Country]
	Manner of ownership/control

Note:

(1) The above details should be provided with respect to every BO along with documentary evidence.

(2) “Beneficial Owner” shall be determined as per the provisions of sub-rule (3) of Rule 9 of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005.

(3) Particulars of intermediate entities, including their jurisdictions (where applicable), shall also be included in the details regarding manner of ownership/control.

Declaration

I understand that this statement is being furnished in compliance with Regulation 38(3A)(a) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, and that any falsification or misrepresentation herein may render the PRA liable to consequences under the applicable laws.

Signature: ___________________________

Name: ______________________________

Designation: _________________________

(Authorised Signatory of the PRA)

Place:

Date:

-------------------------------------------------------------------------------------------------------

Reference;

1. IBBI Circular  No. IBBI/CIRP/90/2025 Dated: 29th December, 2025

2. NCLT Kolkata (2021.05.11) in Bank of India Vs. Aeon Manufacturing Private Limited [IA (IB) No.279/KB/2021 in CP (IB) No. 683/KB/2018]. 

3. NCLT Allahabad (2025.11.14) in Edelweiss Asset Reconstruction Company Limited Vs. M/s Alps Industries Limited [IA (PLAN) NO.6/2025 IN CP (IB) NO.46/ALD/2024].

Disclaimer: The sole purpose of this blog is to create awareness on the subject and must not be used as a guide for taking or recommending any action or decision. A reader must do his own research and seek professional advice if he intends to take any action or decision in the matters covered in this blog.

---------------------------------------------------