Approval of resolution plan

186[(1) A prospective resolution applicant in the final list may submit resolution plan or plans prepared in accordance with the Code and these regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with (a) an affidavit stating that it is eligible under section 29A to submit resolution plans; 187[***] (c) an undertaking by the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code. 188[(1A) The resolution professional may, if envisaged in the request for resolution plan- (a) allow modification of the resolution plan received under sub-regulation (1), but not more than once; or (b) use a challenge mechanism to enable resolution applicants to improve their plans. (1B) The committee shall not consider any resolution plan- (a) received after the time as specified by the committee under regulation 36B; or (b) received from a person who does not appear in the final list of prospective resolution applicants; or (c) does not comply with the provisions of sub-section (2) of section 30 and sub- regulation (1).]. 189(2) [The resolution professional shall submit to the committee all resolution plans 186 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub – regulation (1) of regulation 39 before substitution stood as – “(1) A resolution applicant shall submit resolution plan(s) prepared in accordance with the Code and these regulations to the resolution professional within the time given in the invitation made under clause (h) of sub- section (2) of section 25.” 187 Omitted by Notification No. IBBI/2018-19/GN/REG032, dated 5th October, 2018 (w.e.f.05-10-2018). Clause (b), before omission, stood as under: “(b) an undertaking that it will provide for additional funds to the extent required for the purposes under sub- regulation (1) of regulation 38; and” 188 Substituted by Notification No. IBBI/2021-22/GN/REG078, dated 30th September, 2021 (w.e.f. 30-09-2021). Prior to this substitution, Regulation 39(1A) stood as under: - “(1A) A resolution plan which does not comply with the provisions of sub-regulation (1) shall be rejected.” 189 Substituted by Notification No. IBBI/2017-18/GN/REG019, dated 7th November, 2017 (w.e.f. 7-11-2017). Prior to this substitution, Regulation 39(2) stood as under: -

190[ ] along with the details of 191[non-compliant plans and] following transactions, if any, observed, found or determined by him: - (a) preferential transactions under section 43; (b) undervalued transactions under section 45; (c) extortionate credit transactions under section 50; and (d) fraudulent transactions under section 66, and the orders, if any, of the adjudicating authority in respect of such transactions.] 192[(3) The committee shall- (a) evaluate the resolution plans received under sub-regulation (2) 193[which comply with the requirements of the Code and regulations made thereunder,] as per evaluation matrix; (b) 194[ record its deliberations and rationale on— (i) the feasibility and viability of each resolution plan; (ii) the expected realisable value to creditors in comparison with the fair value and liquidation value determined under regulation 35; and (iii) the adequacy of market discovery undertaken during the corporate insolvency resolution process, including, where applicable, the use of a challenge mechanism or re-invitation of plans.] (c) vote on all such resolution plans simultaneously. (3A) Where only one resolution plan is put to vote, it shall be considered approved if it receives requisite votes. (3B) Where two or more resolution plans are put to vote simultaneously, the resolution plan, which receives the highest votes, but not less than requisite votes, shall be considered as approved: Provided that where two or more resolution plans receive equal votes, but not less than requisite votes, the committee shall approve any one of them, as per the tie-breaker formula announced before voting: “39(2) The resolution professional shall present all resolution plans that meet the requirements of the Code and these Regulations to the committee for its consideration” 190 Omitted by Notification No. IBBI/2025-26/GN/REG127, dated 26th May, 2025 (w.e.f. 26-05-2025). Prior to omission, it stood as under:- "which comply with the requirements of the Code and regulations made thereunder” 191 Inserted by Notification No. IBBI/2025-26/GN/REG127, dated 26th May, 2025 (w.e.f. 26-05-2025). 192 Substituted by Notification No. IBBI/2020-21/GN/REG064, dated 7rd August, 2020 (w.e.f. 07-08-2020). Prior to this substitution, Regulation 39(3) stood as under: “(3) The committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation matrix to identify the best resolution plan and may approve it with such modifications as it deems fit: Provided that the committee shall record its deliberations on the feasibility and viability of the resolution plans.” 193 Inserted by Notification No. IBBI/2025-26/GN/REG127, dated 26th May, 2025 (w.e.f. 26-05-2025). 194 Substituted by Notification No. IBBI/2026-27/GN/ REG153, dated 08th June, 2026 (w.e.f. 09-06-2026). Before substitution, the words stood as under: - “(b) record its deliberations on the feasibility and viability of each resolution plan; and”.

Provided further that where none of the resolution plans receives requisite votes, the committee shall again vote on the resolution plan that received the highest votes, subject to the timelines under the Code. Illustration. - The committee is voting on two resolution plans, namely, A and B, simultaneously. The voting outcome is as under: Voting | % of votes in favour of Status of approval outcome | Plan A Plan B 1 55 60 No Plan is approved, as neither of the Plans received requisite votes. The committee shall vote again on Plan B, which received the higher votes, subject to the timelines under the Code. 2 70 75 Plan B is approved, as it received higher votes, which is not less than requisite votes. 3 75 75 The committee shall approve either Plan A or Plan B, as per the tie-breaker formula announced before voting.] 195[(3C) For the purpose of proviso to sub-section (1) of section 31, the resolution professional shall file the same in a Form as notified by the Board through circular. (3D) In case of multiple resolution plans, at least one of the resolution plans shall provide for resolution as a going concern.] 196[***] 197 4[( ) The resolution professional shall endeavour to submit the resolution plan approved by the committee to the Adjudicating Authority at least 198[thirty] days before the maximum period for completion of corporate insolvency resolution process under section 12, along with a compliance 195 Inserted by Notification No. IBBI/2026-27/GN/REG152, dated 01st June, 2026 (w.e.f. 02-06-2026). 196 Omitted by Notification No. IBBI/2018-19/GN/REG032, dated 5th October, 2018 (w.e.f. 05-10-2018). Sub - Regulation (3A), before omission, stood as: “(3A) The committee shall, while approving the resolution plan under sub-section (4) of section (30), specify the amounts payable from resources under the resolution plan for the purposes under sub-regulation (1) of regulation 38.” 197 Substituted by Notification No. IBBI/2018-19/GN/REG031, dated 3rd July, 2018 (w.e.f. 04-07-2018). Sub– regulation (4) of Regulation 39 before substitution stood as- “(4)The resolution professional shall submit the resolution plan approved by the committee to the Adjudicating Authority, at least fifteen days before the expiry of the maximum period permitted under section 12 for the completion of the corporate insolvency resolution process, with the certification that- (a) the contents of the resolution plan meet all the requirements of the Code and the Regulations; and (b) the resolution plan has been approved by the committee: Provided that the timeline specified in this sub-regulation shall not apply to an ongoing corporate insolvency resolution process which has completed 130th day from its commencement date.” 198 Substituted by Notification No. IBBI/2026-27/GN/REG152, dated 01st June, 2026 (w.e.f. 02-06-2026). Before substitution, the words stood as under: - “fifteen”.

certificate in 199 200[ [ such form as notified by the Board through circular] and the evidence of receipt of performance security required under sub-regulation (4A) of regulation 36B.]] (5)The resolution professional shall forthwith send a copy of the order of the Adjudicating Authority approving or rejecting a resolution plan to the participants and the resolution applicant. 201[(5A) The resolution professional shall, within fifteen days of the order of the Adjudicating Authority approving a resolution plan, intimate each claimant, the principle or formulae, as the case may be, for payment of debts under such resolution plan: Provided that this sub-regulation shall apply to every corporate insolvency resolution process ongoing and commencing on or after the date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fifth Amendment) Regulations, 2020;] (6)A provision in a resolution plan which would otherwise require the consent of the members or partners of the corporate debtor, as the case may be, under the terms of the constitutional documents of the corporate debtor, shareholders’ agreement, joint venture agreement or other document of a similar nature, shall take effect notwithstanding that such consent has not been obtained. (7)No proceedings shall be initiated against the interim resolution professional or the resolution professional, as the case may be, for any actions of the corporate debtor, prior to the insolvency commencement date. (8)A person in charge of the management or control of the business and operations of the corporate debtor after a resolution plan is approved by the Adjudicating Authority, may make an application to the Adjudicating Authority for an order seeking the assistance of the local district administration in implementing the terms of a resolution plan. 202[(9)A creditor, who is aggrieved by non-implementation of a resolution plan approved under sub-section (1) of section 31, may apply to the Adjudicating Authority for directions.] 203[39A. Preservation of records. 199 Substituted by Notification No. IBBI/2019-20/GN/REG040, dated 24th January, 2019 (w.e.f. 24-01-2019). Before substitution, it stood as- “Form H of the Schedule”. 200 Substituted by Notification No. IBBI/2026-27/GN/REG152, dated 01st June, 2026 (w.e.f. 02-06-2026). Before substitution, the words stood as under: - “Form H of the [Schedule-I]”. 201 Inserted by Notification No. IBBI/2020-21/GN/REG066, dated 13th November, 2020 (w.e.f. 13-11-2020). 202 Inserted by Notification No. IBBI/2019-20/ GN/ REG040, dated 24th January, 2019 (w.e.f. 24-01-2019). 203 Substituted by Notification No. IBBI/2021-22/GN/REG080, dated 9th February, 2022 (w.e.f. 09-02-2022). Before substitution, it stood as: -

(1) The interim resolution professional or the resolution professional, as the case may be, shall preserve copies of all such records which are required to give a complete account of the corporate insolvency resolution process. (2) Without prejudice to the generality of the obligations under sub-regulation (1), the interim resolution professional or the resolution professional, as the case may be, shall preserve copies of records relating to or forming the basis of:- (a) his appointment as interim resolution professional or resolution professional, including the terms of appointment; (b) handing over / taking over of the assignment; (c) admission of corporate debtor into corporate insolvency resolution process; (d) public announcement; (e) the constitution of committee and meetings of the committee; (f) claims, verification of claims, and list of creditors; (g) engagement of professionals, registered valuers, and insolvency professional entity, including work done, reports etc., submitted by them; (h) information memorandum; (i) all filings with the Adjudicating Authority, Appellate Authority and their orders; (j) invitation, consideration and approval of the resolution plan; (k) statutory filings with Board and insolvency professional agencies; (l) correspondence during the corporate insolvency resolution process; (m) insolvency resolution process cost; and (n) preferential, undervalued, extortionate credit transactions or fraudulent or wrongful trading. (3) The interim resolution professional or the resolution professional shall preserve: (a) electronic copy of all records (physical and electronic) for a minimum period of eight years; and (b) a physical copy of records for a minimum period of three years; from the date of completion of the corporate insolvency resolution process or the conclusion of any proceeding relating to the corporate insolvency resolution process, before the Board, the Adjudicating Authority, Appellate Authority or any Court, whichever is later. (4) The interim resolution professional or the resolution professional shall preserve the records at a secure place and shall be obliged to produce records as may be required under the Code and the Regulations. “39A. Preservation of records. The interim resolution professional or the resolution professional, as the case may be, shall preserve a physical as well as an electronic copy of the records relating to corporate insolvency resolution process of the corporate debtor as per the record retention schedule as may be communicated by the Board in consultation with Insolvency Professional Agencies.”

Explanation - The records referred to in this regulation includes records pertaining to the period of a corporate insolvency resolution process during which the interim resolution professional or the resolution professional acted as such, irrespective of the fact that he did not take up the assignment from its commencement or continue the assignment till its conclusion.] 204[39B.Meeting liquidation cost. (1) While approving a resolution plan under sub-section (4) of section 30 or deciding to liquidate the corporate debtor under sub-section (2) of section 33, the committee may make a best estimate of the amount required to meet liquidation costs, in consultation with the resolution professional, in the event an order for liquidation is passed under section 33. (2) The committee shall make a best estimate of the value of the liquid assets available to meet the liquidation costs, as estimated in sub-regulation (1). (3) Where the estimated value of the liquid assets under sub-regulation (2) is less than the estimated liquidation costs under sub-regulation (1), the committee shall approve a plan providing for contribution for meeting the difference between the two. (4) The resolution professional shall submit the plan approved under sub-regulation (3) to the Adjudicating Authority while filing the approval or decision of the committee under section 30 or 33, as the case may be. Explanation.- For the purposes of this regulation, ‘liquidation costs’ shall have the same meaning as assigned to it in clause (ea) of sub-regulation (1) of regulation (2) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. 205[39BA. Assessment of Compromise or Arrangement. (1) While deciding to liquidate the corporate debtor under section 33, the committee shall examine whether to explore compromise or arrangement as referred to under sub - regulation (1) of regulation 2B of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016 and the resolution professional shall submit the committee’s recommendation to the Adjudicating Authority while filing application under section 33. (2) Where a recommendation has been made under sub-regulation (1), the resolution professional and the committee shall keep exploring the possibility of compromise or arrangement during the period the application to liquidate the corporate debtor is pending before the Adjudicating Authority.] 204 Inserted by Notification No. IBBI/2019-20/GN/REG048 dated 25th July, 2019 (w.e.f. 25.07.2019). 205 Inserted by Notification No. IBBI/2022-23/GN/REG093, dated 16th September, 2022 (w.e.f. 16-09-2022).

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