The court ruled that the requirement for CCI approval under Section 31(4) of the IBC is directory, allowing for post-approval compliance to avoid stalling the CIRP.

JUDGMENT :

Hrishikesh Roy, J.

FACTUAL MATRIX

1. These are statutory appeals under Section 62 of the Insolvency and Bankruptcy Code, 2016 [hereinafter referred to as ‘IBC’] against the judgment dated 18.09.2023 (impugned order) passed by the National Company Law Appellate Tribunal [hereinafter referred to as ‘NCLAT’] in appeals, pertaining to the Corporate Insolvency Resolution Process of the Hindustan National Glass and Industries Ltd. [hereinafter referred to as ‘HNGIL’]. Additionally, there is a set of appeals arising out of the NCLAT Order dated 28.07.2023, pertaining to the approval accorded to the combination between HNGIL and AGI Greenpac. In this common judgment, the parties are identified from Civil Appeal No. 6071 of 2023.

2. One key party in this matter is HNGIL i.e., the Corporate Debtor/Target Company with a 60% market share of the glass packaging industry in India. The Resolution Professional represents them. Incorporated in 1946, HNGIL has manufacturing plants located in Bahadurgarh (Haryana), Rishra (West Bengal), Neemrana (Rajasthan), Naidupeta (Andhra Pradesh), Sinnar (Maharashtra), Puducherry and Rishikesh (Uttarakhand), catering to a wide range of industries, including pharmaceutical and wellness, cosmetics, food & beverage, and alco-beverages, etc.

3. Combining with HNGIL is AGI Greenpac Ltd. [hereinafter referred to as ‘AGI Greenpac’] i.e., the Successful Resolution Applicant, which is the second largest company in the field of glass packaging and manufacturing in India, after HNGIL. With two manufacturing plants in Telangana, AGI Greenpac is the leading manufacturer of container glass. The combination between AGI Greenpac and HNGIL, with potential market share of 80-85% in F&B segment and 45-50% in alco-beverage segment, is generating a key issue for adjudication since the combination of the two major players in this sector is likely to result in an Appreciable Adverse Effect on Competition [hereinafter referred to as ‘AAEC’] in the glass packaging industry generally and in particular, within the sub- segments of F&B and alco-beverages.

4. The main contesting party to the aforementioned proposed combination is the Bermuda-registered Appellant – Independent Sugar Corporation Ltd. [hereinafter referred to as ‘INSCO’], incorporated in 1984, which also submitted t