01
Eligibility Review
Assessment of the applicant against Section 29A, which disqualifies certain persons from submitting a resolution plan, before any time is spent on the bid itself.
Acquiring a company in insolvency is a different discipline from a normal deal. The timeline is fixed, the seller is a committee of creditors, the diligence window is short and the rules on who may bid are strict. We guide acquirers and resolution applicants through that process from eligibility to a binding plan.
A resolution mandate runs on a fixed clock. Eligibility is tested first, because a bid from an ineligible applicant is wasted effort. Then diligence, the plan and the negotiation with the creditors, all inside the statutory window.
Assessment of the applicant against Section 29A, which disqualifies certain persons from submitting a resolution plan, before any time is spent on the bid itself.
Diligence on the corporate debtor within the short window the process allows, focused on the risks that change the value or the deliverability of a plan.
Drafting the resolution plan, the treatment of each class of creditor, the funding, the implementation steps and the conditions on which the plan depends.
Engagement with the committee of creditors and the resolution professional, and the refinement of the plan to reach the approval threshold the Code requires.
Presentation of the approved plan to the Tribunal for sanction, and the responses to any objection from creditors or other stakeholders.
Taking control of the corporate debtor, implementing the plan, and managing the protections the Code provides to a successful resolution applicant.
Every stage of a resolution is run against the time the Code allows. The applicant who has done the eligibility and the diligence in advance reaches the plan stage with room to negotiate.
Test the applicant against Section 29A before committing time and cost to a bid.
Run compressed diligence on the corporate debtor, focused on value and deliverability.
Draft the resolution plan, with the treatment of each creditor class and the funding set out.
Negotiate with the committee of creditors and obtain the required approval, then Tribunal sanction.
Take control, implement the plan and manage the statutory protections that follow.
Acquirers often fall in love with a distressed target before they ask whether they are permitted to bid for it. Section 29A disqualifies a range of persons, and a plan from an ineligible applicant fails however good it is. We test eligibility at the very start, so that every later hour of work counts.
Short, direct, on the record.
In a normal acquisition the seller is the owner, the timeline is negotiable and diligence is unhurried. In an insolvency, the corporate debtor is under a resolution process, the seller is in effect the committee of creditors acting through a resolution professional, the timeline is fixed by statute, and the diligence window is short. The acquirer does not negotiate a sale agreement. It submits a resolution plan that the creditors approve and the Tribunal sanctions. The discipline, the counterparties and the clock are all different.
Section 29A of the Insolvency and Bankruptcy Code lists persons who are not eligible to submit a resolution plan. It is aimed in particular at keeping out those connected with the management whose conduct led to the default, along with others the section describes. It matters because a plan from an ineligible applicant cannot be accepted, no matter how attractive it is. For that reason eligibility is the first thing we test, before any time is spent on diligence or on drafting a plan.
The committee of creditors decides. It is made up of the financial creditors of the corporate debtor, and it evaluates the resolution plans that are submitted, then approves the chosen plan by the majority the Code requires. The resolution professional runs the process and confirms that a plan meets the statutory requirements, but the commercial decision on which plan to accept rests with the creditors. Once the committee approves a plan, it goes to the Tribunal for sanction.
The Code sets a time bound process for resolution, with an overall outer limit, so the process is designed to move far faster than ordinary litigation. In practice timelines can extend where matters are complex or contested, but the acquirer should plan for a compressed schedule rather than a leisurely one. The work that creates room to negotiate is done in advance, by testing eligibility and beginning diligence early, so that the plan stage is reached with time to spare.
A successful resolution applicant relies on several statutory protections, the most important of which is in Section 32A. On approval of a resolution plan, the corporate debtor is protected from prosecution for offences committed before the commencement of the process, and its property is protected from related action, subject to the conditions the section sets out. This protection is central to the value of acquiring through the Code, because it allows the acquirer to take the business forward without inheriting the legal consequences of the previous management conduct.
AIF formation across Category I, II and III under SEBI
Ring fenced vehicles for acquisitions, infrastructure and finance
Equity and contractual joint ventures with governance built to last
The cleanest outcomes are built into the structure at the start, not negotiated out of disputes later.