174[Regulation 38. Mandatory contents of the resolution plan
(1)The amount payable under a resolution plan -
(a)to the operational creditors shall be paid in priority over financial creditors; and
(b)to the financial creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the
176[plan:]]
177[Provided that where a resolution plan provides for payment in stages, the financial creditors who did not vote in favour of the resolution plan shall be paid at least pro rata and in priority over financial creditors who voted in favour of the plan, in each stage.]
178[
(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.]
179[(IB) A resolution plan shall include a statement giving details if the resolution applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.]
(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.
180[
(d)provides for the manner in which proceedings in respect of avoidance transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shall be distributed: Provided that this clause shall not apply to any resolution plan that has been submitted to the Adjudicating Authority under sub-section (6) of section 30 on or before the date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2022.]
181[
(2A)A resolution plan shall not provide for assignment of any avoidance transactions under not:
(a)disclosed in the information memorandum; and
(b)intimated to all prospective resolution applicants under sub-regulation (3A) of regulation 35A before the last date for submission of resolution plans: Provided that this sub-regulation shall not apply to any resolution plan that has been submitted to the Adjudicating Authority under sub-section (6) of section 30 on or before the date of commencement of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Fifth Amendment) Regulations, 2025.]
182[
(3)A resolution plan shall demonstrate that – Sub – regulation (3) of Regulation 38 before substitution stood as – “A resolution plan shall contain details of the resolution applicant and other connected persons to enable the committee to assess the credibility of such applicant and other connected persons to take a prudent decision while considering the resolution plan for its approval. Explanation: For the purposes of this sub-regulation, -
(i)‘details shall include the following in respect of the resolution applicant and other connected person, namely: -
(b)conviction for any offence, if any, during the preceding five years;
(c)criminal proceedings pending, if any;
(d)disqualification, if any, under Companies Act, 2013, to act as a director;
(e)identification as a willful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India;
(f)debarment, if any, from accessing to, or trading in, securities markets under any order or directions of the Securities and Exchange Board of India, and
(g)transactions, if any, with the corporate debtor in the preceding two years.
(ii)the expression ‘connected persons’ means-
(a)persons who are promoters or in the management or control of the resolution applicant;
(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.]
183[
(3A)Every resolution plan shall include:
(a)a statement of beneficial-ownership, in a format to be notified through circular by the Board, covering details of all natural persons who ultimately owns or controls the resolution applicant, together with the shareholding structure and jurisdiction of each intermediate entity; and
(b)an affidavit, in a format specified by the Board, that the resolution applicant is eligible/not eligible for the benefit of section 32A.]
184[
(a)The committee shall consider setting up a monitoring committee for monitoring and supervising the implementation of the resolution plan.
(b)The monitoring committee may consist of the resolution professional or any other insolvency professional, or any other person, including representatives of the committee and representatives of resolution applicant(s), as its members: Provided that where the resolution professional is proposed to be part of the monitoring committee, the monthly fee payable to him shall not exceed the monthly fee received by him during the corporate insolvency resolution process.
(c)The monitoring committee shall submit quarterly reports to the Adjudicating Authority regarding the status of implementation of resolution plan.]
185[38A. Treatment of allottees not filing claims.
(b)persons who will be promoters or in management or control of the business the corporate debtor during the implementation of the resolution plan;
(c)holding company, subsidiary company, associate company and related party of the persons referred to in items
(b).” In respect of a real estate project, where the information memorandum includes the details of the allottees who have not submitted their claims, the resolution plan shall provide for treatment of such allottees.]
