Resolution Plan Drafting and Resolution Applicant Advisory

Overview

The resolution plan process under IBC 2016 sits at the intersection of insolvency law, corporate law, tax structuring, and commercial negotiation. A resolution applicant — whether a strategic acquirer seeking to absorb a distressed competitor, a financial investor acquiring a stressed platform, or an ARC restructuring its portfolio — must navigate a multi-layered legal process within a compressed timeline, with the CoC's commercial judgment and the NCLT's legal scrutiny both serving as gatekeepers. The Request for Resolution Plans issued by the resolution professional defines the perimeter within which applicants must work. Corpus Juris Legal reviews the RFRP with granular attention to eligibility criteria, information memorandum disclosures, submission timelines, plan evaluation matrices, and conditions precedent. Where the RFRP contains terms that disadvantage legitimate applicants or impose commercially unreasonable conditions, we raise these with the resolution professional formally and, where necessary, before the NCLT. Section 29A of IBC imposes disqualification criteria that resolution applicants must navigate with extreme care. The provision's reach extends to connected persons, related parties, promoters, and associate companies, and its interpretation by the Supreme Court in Arcelormittal India Pvt. Ltd. v. Satish Kumar Gupta and subsequent decisions has created a body of jurisprudence that applicants must map against their own corporate structures before submitting an expression of interest. The resolution plan itself must satisfy the mandatory requirements of Section 30(2) — covering CIRP costs, workmen's dues, financial creditor claims (at minimum, liquidation value), and operational creditor treatment — while simultaneously being commercially structured to deliver an acceptable IRR to the applicant. Corpus Juris Legal drafts resolution plans that are legally watertight, financially structured for regulatory approval, and commercially positioned to secure CoC approval by the requisite 66 per cent vote. We manage CoC presentations, respond to queries raised during the evaluation period, and represent applicants before NCLT Delhi at plan approval hearings, including defending plans against challenges by dissenting creditors or competing applicants.

Key Service Components

• ◆RFRP analysis — eligibility criteria, information memorandum review, and timeline management
• ◆Section 29A eligibility screening — connected person mapping, disqualification risk assessment
• ◆Expression of Interest preparation — NCLT-compliant documentation and submission strategy
• ◆Resolution plan drafting — Section 30(2) compliance, creditor waterfall structuring, and plan architecture
• ◆Tax structuring within resolution plans — MAT applicability, deferred tax assets, and stamp duty planning
• ◆CoC negotiation strategy — haircut calibration, plan modification advisory, and vote count management
• ◆NCLT Delhi plan approval proceedings — representation at hearing and objection management
• ◆Competing applicant strategy — Swiss Challenge participation and comparative plan positioning
• ◆Post-approval implementation advisory — plan obligations, regulatory approvals, and timeline management
• ◆Dissenting creditor challenge defence — NCLAT representation on plan validity challenges

Our Approach

Corpus Juris Legal approaches resolution plan mandates with the same discipline applied to M&A transactions — because a successful CIRP acquisition is, in substance, a court-supervised acquisition with additional regulatory and creditor-approval layers. Our partners who lead resolution applicant engagements bring experience in both the IBC process and the underlying commercial transactions, enabling us to draft plans that satisfy legal requirements without sacrificing commercial viability. We treat the NCLT approval hearing as the final stage of a negotiation, not a formality.

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