Holding

The proviso to Section 31(4) of the Insolvency and Bankruptcy Code imposes a mandatory condition that CCI approval for a combination must be obtained before the Committee of Creditors can approve the resolution plan.

Summary

The Supreme Court examined the corporate insolvency resolution of Hindustan National Glass and Industries Ltd., where AGI Greenpac's resolution plan was approved by the Committee of Creditors (CoC) without prior approval from the Competition Commission of India (CCI) as required by the proviso to Section 31(4) of the Insolvency and Bankruptcy Code (IBC). The key issue was whether the CCI's approval must mandatorily precede CoC approval for plans containing a combination. The Court applied a literal interpretation of the proviso, emphasizing the word "prior" and the mandatory nature of the term "shall", and rejected the NCLAT's view that the requirement was merely directory. It held that the lack of prior CCI approval rendered AGI's resolution plan invalid, quashing the CoC's approval and restoring the status quo. The appeal by Independent Sugar Corporation Ltd. (INSCO) was allowed, while related appeals were dismissed.

Issues considered

The proviso to Section 31(4) of the IBC – does it make CCI approval a mandatory condition precedent to CoC approval?
Is the word "prior" in the proviso to be read as a mandatory temporal requirement or as directory?
Whether the appellant has locus standi to challenge the resolution plan under Sections 62 of the IBC and 53T of the Competition Act.
Whether the CCI complied with procedural requirements under Section 29 of the Competition Act, particularly issuance of show‑cause notice to both parties to the combination.
Whether the combination approval can be obtained after CoC approval without violating the IBC and Competition Act.

Legislation cited

CIRP Regulations, 2016s. 36(A)(1), s. 39(4), s. 40A
Competition Act, 2002s. 29, s. 30, s. 31, s. 5, s. 6
Competition Commission of India (Procedure in Regard to Transaction of Business relating to Combination) Regulations, 2011s. 25(1A), s. 2(f), s. 5(8)
Insolvency and Bankruptcy Code, 2016s. 30(2)(e), s. 30(3), s. 30(4), s. 31(1), s. 31(2), s. 31(4)

Headnote

Issue for Consideration Whether the approval of a proposed combination by the Competition Commission of India (CCI) must mandatorily precede the approval of the Resolution Plan, by the Committee of Creditors (CoC), as stipulated under the proviso to Section 31(4) of Code, 2016. Headnotes† Insolvency and Bankruptcy Code, 2016 – s.31(4) proviso – If mandatory or directory – Corporate Insolvency Resolution Process of ‘HNGIL’, the Corporate Debtor/Target Company with a 60% market share of the glass packaging industry

Subjects

Corporate debtorResolution professionalResolution applicantAppreciable adverse effect on competitionCIRPCommittee of CreditorsApproval of resolution planPrior approvalMandatory vs directoryStatutory interpretationCompetition Commission of IndiaInsolvency and Bankruptcy Code

Judgment

[2025] 1 S.C.R. 1782 : 2025 INSC 124

Independent Sugar Corporation Ltd.
v.
Girish Sriram Juneja & Ors.
(Civil Appeal No. 6071 of 2023)
29 January 2025
[Hrishikesh Roy,* Sudhanshu Dhulia and
S.V.N. Bhatti,* JJ.]

Issue for Consideration
Whether the approval of a proposed combination by the Competition
Commission of India (CCI) must mandatorily precede the approval
of the Resolution Plan, by the Committee of Creditors (CoC), as
stipulated under the proviso to Section 31(4) of The Insolvency
and Bankruptcy Code, 2016.

Headnotes†
Insolvency and Bankruptcy Code, 2016 – s.31(4) proviso – If
mandatory or directory – Corporate Insolvency Resolution
Process of ‘HNGIL’, the Corporate Debtor/Target Company with
a 60% market share of the glass packaging industry in India –
Proposed combination between ‘HNGIL’ and ‘AGI Greenpac’,
the Successful Resolution Applicant and second largest
company in the field of glass packaging and manufacturing
in India, after HNGIL – Entire process from submission of
AGI Greenpac’s Resolution Plan to its approval by the CoC
challenged to be riddled with irregularities – Whether approval
of a proposed combination by the Competition Commission
of India (CCI) must mandatorily precede the approval of
the Resolution Plan, by the Committee of Creditors (CoC) –
Competition Act, 2002 – Competition Commission of India
(Procedure in Regard to Transaction of Business relating to
Combination) Regulations, 2011:
Held: [per Hrishikesh Roy, J. (for himself and Sudhanshu
Dhulia, J.)] 1. Proviso to Section 31(4) IBC was inserted by
the Insolvency and Bankruptcy Code (Amendment) Act, 2018 –

* Author
Ed. Note: One judgment was pronounced by Hon’ble Mr. Justice Hrishikesh Roy on behalf of himself and
Hon’ble Mr. Justice Sudhanshu Dhulia. Hon’ble Mr. Justice S.V.N. Bhatti pronounced two separate
judgments – one for each of the two sets of appeals. An order was also passed by Hon’ble
Mr. Justice Hrishikesh Roy on behalf of the Bench.
[2025] 1 S.C.R. 1783

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Introduction of a proviso, specifically addressing those Resolution
Plans with provisions for combination, and the use of the term ‘prior’
therein, makes it starkly clear that the intent of the legislature was
to create an exception – This ensures that in cases containing
combination proposals, the approval of the CCI i.e., the regulatory
body designated to ensure fair competition in markets and preventing
anti-competitive practices, should first be obtained before the same
is approved by the CoC – Legislative intent behind inserting the
proviso to Section 31(4) IBC would suggest that prior approval of
the CCI was specifically mandated and it should not be seen as a
flexible provision to be ignored in certain exigencies – Use of the
word ‘prior’ at the appropriate place in the proviso besides being
direct, clear and unambiguous also does not lead to any absurd
consequences – Proviso to Section 31(4) IBC mentions that the
approval to the Resolution Plan from CCI shall be obtained ‘prior’ to
its approval by the CoC – Therefore, to interpret the specific word
to mean that such an approval can be obtained even ‘after’ and
not necessarily ‘prior’ to the approval by the CoC would amount
to reconstructing a statutory provision, which is not permissible –
‘Commercial wisdom’ accorded to the CoC being paramount, the
legislature intentionally provided for a prior approval of the CCI with
respect to Resolution Plans, containing combination proposals –
Otherwise, an illogical situation may arise since any modifications
so directed by the CCI, would be kept out of the scrutiny of the CoC
and the CoC would be forced to exercise its commercial wisdom
without complete information – When a Resolution Plan containing
a provision for a combination that leads to an Appreciable Adverse
Effect on Competition (AAEC) is placed before the CoC for approval
before securing prior approval from the CCI, the Plan is incapable
of being enforced or implemented – Specific consequences in
law are provided under the IBC and the Competition Act for the
same – Such a major omission cannot be cured at a later stage –
Therefore, approval by CoC to such a deficient Resolution Plan
can have no legal implications – In the present case, the CCI-
unapproved Resolution Plan does not pass the muster – The same
cannot be approved as it is in violation of Sections 30(2)(e), 30(3),
30(4) and 34(4)(a) of the IBC – It does ‘contravene provisions of
the law for the time being in force’ – On the aspect of a possible
disharmony between the stipulated timeline to be followed under
the IBC and the Competition Act, the NCLAT in the impugned
order has held the proviso to Section 31(4) IBC, to be directory
in nature since mandatory prior approval of the CoC, would lead
1784 [2025] 1 S.C.R.

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to disruption in the CIRP timeline, as stipulated under the IBC –
However, the model timelines prescribed under any regulations, i.e.,
in the current case, Regulation 40A of CIRP Regulations, cannot
by any stretch, supersede a statutory provision i.e., the proviso
to Section 31(4) of the IBC – In fact, the subordinate legislation
must be interpreted in a manner that conforms to the statute, and
not the other way around, as was unacceptably rationalised by
the NCLAT – As far as the two timelines stipulated under the IBC
and the Competition Act are concerned, the same do not usually
cause any disharmony or conflict – The only exception could be in
the extremely rare circumstances, influenced by external factors –
But such extreme and unlikely situations cannot and should not
be allowed to influence interpretative exercise on the functioning
of the legislative framework which will fit in with most cases.
[Paras 32, 34, 53, 65, 79, 80, 86-89].
2. To ensure that entities operate with utmost confidence in the
sanctity and fairness of India’s legal and regulatory system, the
objectives of the IBC and the Competition Act must also necessarily
be in harmony with one another. Within that context, while the IBC’s
primary objective is the timely resolution of stressed assets with
maximised value realisation for the stakeholders, the significant
delay seen in the present case is both unfortunate and regrettable –
Nevertheless, expeditious resolution cannot come at the cost of
disregarding statutory provisions – Providing relief for stressed
assets must necessarily align with the statutory framework, as
adherence to legal principles is fundamental to a fair and just
resolution process – In the present case, the statutory provision
and legislative intent unequivocally affirm the mandatory nature of
the proviso to Section 31(4) IBC – For a Resolution Plan containing
a combination, the CCI’s approval to the Resolution Plan must be
obtained before and consequently, the CoC’s examination and
approval should be only after the CCI’s decision – This interpretation
respects the original legislative intent, and deviation from the same
would not only undermine the statute but would also erode the faith
posed by the stakeholders in the integrity of our legal and regulatory
framework – Where the provisions allow for dilution or departure
from the intended scheme of the IBC or the Competition Act, it is
the responsibility of the legislature to rectify such inconsistencies
through appropriate legislative measures and the judiciary
should not normally venture into the legislative domain – Further,
indispensability of procedural safeguards as an integral component
[2025] 1 S.C.R. 1785

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

of a just legal order must be given its due weight, especially as
procedural requirements are not mere formalities to be circumvented
for expediency but substantive protections designed to ensure
fairness and transparency – In that light, the procedural lapses
with respect to objections to the proposed combination and the
consequent divestiture modification proposed within the framework
of the Competition Act, 2002, seriously vitiated the integrity of the
process – Adherence to procedural propriety is non-negotiable and
the ends cannot justify the means – By upholding the mandatory
nature of the statutory provision and emphasising upon the critical
importance of procedural safeguards, the principle of rule of law is
upheld in alignment with global best practices which underscore
fairness, predictability and transparency – Such an approach not
only reinforces the integrity and credibility of the legal framework
but also highlights India’s commitment to fostering a regulatory
environment, which is conducive to both business and innovation –
Additionally, it also ensures the protection and enforcement of rights
in an equitable manner, free from bias or favouritism – Therefore, a
balance between the need for expeditious relief and adherence to
the statutory framework must necessarily be maintained, in order
to ensure that the objectives of both, the IBC and the Competition
Act are met in a manner that supports India’s long-term economic
aspirations – The AGI Greenpac’s Resolution Plan is unsustainable
as it failed to secure prior approval from the CCI, as mandated
under the proviso to Section 31(4) IBC – Consequently, the approval
granted by the CoC to the Resolution Plan dated 28.10.2022 without
the requisite CCI approval, cannot be sustained and is hereby set
aside and quashed – Any action taken pursuant to the Resolution
Plan shall stand nullified, and the rights of all stakeholders shall
be restored as per status quo ante, prior to the approval of the
Resolution Plan by the CoC on 28.10.2022 – Consequently, the
CoC shall reconsider the Appellant’s Resolution Plan and any other
Resolution Plans which possessed the requisite CCI approval as
on 28.10.2022 i.e., the date on which the CoC voted upon the
submitted Resolution Plans. [Paras 148-154, 155.1, 155.2, 155.3].
Held: (per S.V.N. Bhatti, J.) The question as to whether a
requirement under the statute is mandatory or directory depends
upon the intent of the legislature and not upon the language
in which the intent is clothed – Use of the word ‘shall’ raises a
presumption that the particular provision is imperative – However,
the prima facie inference about the provision being imperative
1786 [2025] 1 S.C.R.

Supreme Court Reports

may be rebutted by other considerations, such as:– The object,
scope of the enactment, and the consequences flowing from such
construction – Interpretation of the word ‘shall’ as directory has
been a purposive effort of the court – In determining whether the
word ‘shall’ is mandatory or directory, the court examines noscitur a
sociis, the operation, functions, duties, and consequences for non-
performance – The rule of literal interpretation with its exceptions is
noted, and the grammatical interpretation of sections 30 and 31 of
IBC sets the stages of consideration of twin approvals, one by the
CoC, and the other by the Adjudicating Authority, while approval
or rejection is granted to the resolution plan – The combination
approval as an enclosure to an applicable resolution plan at the
stage of section 30(4) IBC is a form or procedure that does not
have consequences – When adopting a consequentialist approach,
it becomes clear that the insistence upon a combination approval
at the stage of Section 30(4) does not place the stakeholders
at an advantageous position – Proviso to sub-section (4) of
section 31 is directory and would be compliant with IBC and the
Competition Act – Hence, the combination approval of CCI at the
stage of consideration of the resolution plan by the Adjudicating
Authority under section 31(1) would be proper and legal – Such
interpretation keeps the operations of the successful resolution
applicant as a going concern, without deviating from the rigour of
63 the Competition Act, and simultaneously, a one-year window
is granted to obtain licenses, permissions, consents and other
regulatory approvals envisaged by a host of laws – Therefore, the
proviso is to be interpreted purposively and it is held that approval
of a combination of CCI at the stage of consideration by CoC is
directory and not mandatory – By operation of section 31(2) of the
IBC, to avoid rejection of a fully compliant and voted resolution
plan, the Adjudicating Authority confirms that the approval of the
combination is available before implementing the resolution plan –
At best, the use of the words “prior to” is a temporal expression
whose mandatory or directory nature is to be determined from
the context surrounding section 31 – IBC and the Competition
Act have timelines for the discharge of a duty and function – It
is impermissible to interpret the provisions in one enactment by
keeping in perspective the starting point of a timeline and the
termination of a timeline in the other enactment – The enactments
are allowed to work parallelly and without pressure for performance
from the other in line with the duties and obligations cast through
the enactments – NCLAT in ArcelorMittal, Vishal Vijay Kalantari
[2025] 1 S.C.R. 1787

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

and Makalu Trading Limited held that the requirement under
proviso to sub-section (4) of section 31 is directory at the stage
of CoC approval – View of NCLAT was confirmed by this Court
while referring to the NCLAT judgment in ArcelorMittal - Argument
against the view taken by this Court in Vishal Vijay Kalantari and
Makalu Trading Limited is rejected – Idea of IBC is to let the
financial markets work – Adjudicating Authority to dispose of the
Application filed by the Resolution Professional. [Paras 75-82, 82.1
and 85 of first judgment]

Rules of interpretation – Literal or Purposive – Whether rule
of purposive interpretation should be adopted in order to
interpret the proviso to s.31(4) of IBC and not the principles of
literal interpretation – Insolvency and Bankruptcy Code, 2016:
Held: [per Hrishikesh Roy, J. (for himself and Sudhanshu
Dhulia, J.)] To understand the legislative intent, the Rule of Plain
Reading or literal interpretation should find favour rather than
the rule of purposive interpretation – When the language of the
provision is clear and unambiguous, literal interpretation is the best
way to understand the legislative intention behind enacting the
particular provision – Statutory enactments like the IBC demand
strict adherence to legislative intent, guarding against procedural
overreach that may upset the framework envisioned by the
Parliament – Where the language is clear, plain and unambiguous,
the courts are duty-bound to give effect to the meaning that can
be inferred from a statute, irrespective of the consequences –
Mere inconvenience being caused to a party, by virtue of the plain
and literal interpretation accorded to a statute, cannot be reason
enough to forego such interpretation – When the language is
unambiguous, as in the present matter, the courts must respect its
ordinary and natural meaning instead of wandering into the realm
of speculation and unintended overreach invoking the so-called
‘spirit of the law’ – Language of the proviso to Section 31(4) IBC
appears to be clear with no ambiguity and in those situations,
all words finding place in the provision must be given their due
meaning – Efforts must be to construe any text, phrase and/or
proviso in a reasonable manner without going beyond the limited
range of permissibility within which the legislative meaning can be
captured – Use of the word ‘prior’ in the proviso, must be given
some meaning as by virtue of the same, the statute requires that
the act of obtaining CoC approval for the Resolution Plan must
1788 [2025] 1 S.C.R.

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be done in a particular manner i.e., the necessary CCI approval
for Resolution Plans containing combination proposals must be
obtained prior to such Plan, being granted the CoC’s approval.
[Paras 35, 36, 38, 42, 45, 55, 56]
Held: (per S.V.N. Bhatti, J.) To arrive at which one of the
interpretations is applicable, the summary of the idea, roadmap,
implementation, and conclusion of the IBC, as well as the extent
needed, is considered – Literal interpretation satisfies the application
of exact meaning to the words used in the proviso, but whether
such application is consistent with other provisions in section 31
is to be determined – If literal interpretation leads to inconsistency
with the text and tense used in section 31, then the Court attempts
to resolve it to make the section consistent in text and tense – The
IBC was enacted with the intention of improving the ease of doing
business in India – In line with this thinking, one of the legislative
measures is the amendment to the proviso to sub-section (4) of
section 31 of the IBC – The Parliament has not incorporated the
proviso to sub-section (4) of section 31 in the text of section 30 of
the IBC – Section 30(2) of the IBC, read with Regulation 39(4) of
CIRP Regulations, 2016, has provided for what is to be reported
to the CoC by RP through Form H – The rules of grammar are to
be applied unless those rules contradict the legislative intent or
purpose – This statement is more so if it refers to legislative intent
or purpose manifested in the only manner in which a legislature
can authoritatively do so in the text of the enactment – Though not
to find out violability in the text of the enactment, but to keep the
content consistent throughout the enactment – The court gathers
the meaning of all the expressions used in the same section – In
this manner, the courts have applied grammatical construction to
provisions of law – In sub-section (2) of section 31, the words “does
not confirm to the requirements of sub-section (1) of section 31”
grammatically interpreted throw light on the stage of satisfactory
compliance of all the requirements of sub-section (2) of section
30 – The Parliament, in its wisdom, would have employed the
expression “did not” in place of “does not” if the requirement is that
the resolution plan is fully compliant at a stage before consideration
of the resolution plans by the CoC – As part of the interpretative
process, the Court ought not to lose sight of expressions which
are in the present tense, such as “meets”, “does not”, and
“satisfies” in section 31 of the IBC – To keep section 31 uniform
in all perspectives, in the place of literal interpretation, purposive
[2025] 1 S.C.R. 1789

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

interpretation is apt; therefore, the word ‘shall’ in the proviso to
section 31(4) of the IBC is interpreted and held as directory.
[Paras 46, 52, 59, 67, 68, 78 of the first judgment].

Competition Act, 2002 – s.29 – Competition Commission of
India (Procedure in Regard to Transaction of Business relating
to Combination) Regulations, 2011 – Regulation 2(f) – Show
cause notice to the Parties to combination – Term ‘Parties’ –
Meaning of:
Held: [per Hrishikesh Roy, J. (for himself and Sudhanshu
Dhulia, J.)] Section 29(1) of the Competition Act and Regulation
2(f) of the Competition Regulations, 2011 mandate the issuance of
a Show Cause Notice [‘SCN’] to the ‘parties to the combination’ if
and when the CCI forms a prima facie opinion that a combination
is likely to cause or has caused Appreciable Adverse Effect on
Competition (AAEC), within the relevant market – The term
‘parties to the combination’ as explicitly defined under Regulation
2(f) includes both entities entering into the combination and the
combined entity, if the combination has come into effect – The
term ‘to the parties to the combination’ cannot be restricted to
the proposed acquirer alone – The term ‘parties’ may appear
broad and/or encompassing all related entities associated with
the combination, such an interpretation cannot dilute the inherent
plurality attached to the word ‘parties – The use of the plural
form signifies a clear legislative intent to address not just one
entity but multiple parties directly involved in the combination
process, including but not limited to the acquirer, the target,
and, where applicable, the combined entity, if the combination
has come into effect – The term ‘parties’ must be understood to
cover both entities participating in and directly affected by the
combination, ensuring the integrity of competition assessment
and compliance with statutory provisions under Sections 29(1)
and 29(2) – To argue otherwise would not only mutilate the term
‘parties’ but would also result in procedural lapses and incomplete
analysis, defeating the very purpose of the regulatory oversight.
[Paras 124, 126, 133, 134].
Held: (per S.V.N. Bhatti, J.) The CCI must issue notice to the
acquirer and also the target, i.e., the corporate debtor subjected
to the resolution process represented by an RP – Irrespective of
different statutory schemes in the sections relied on by CCI, it
can be said that the words “it shall issue notice to the parties to
1790 [2025] 1 S.C.R.

Supreme Court Reports

show cause” cannot be restricted only to the proposed acquirer –
If the plural expression on a case-to-case basis is understood
as singular, then it would restrict the meaning of the language.
[Para 33 of the second judgment]
Words and Phrases – Term ‘any person aggrieved’ appearing
in s.62 of IBC and s.53T of the Competition Act – Meaning
of – Held: [per Hrishikesh Roy, J. (for himself and Sudhanshu
Dhulia, J.)] Term ‘any person aggrieved’ appearing in s.62 of
IBC and s.53T of the Competition Act must be understood widely
and not in a restricted fashion – Appellant as an unsuccessful
resolution applicant whose Resolution Plan could have otherwise
been approved by the CoC, satisfies the requirement of being
aggrieved. [Paras 26, 27]
Interpretation of Statutes – Proviso – Purpose of – Held: [per
Hrishikesh Roy, J. (for himself and Sudhanshu Dhulia, J.)]
A proviso in a given statute may be introduced to serve various
purposes, like qualifying or excepting certain provisions from the
main enactment or insisting on certain mandatory conditions to
be fulfilled in order to make the enactment workable or as an
optional addenda to explain the real intendment of the statutory
provision – Ordinarily, however, the function of a proviso is to
except something out of the enactment or to qualify something
enacted therein. [Para 33]

Rules of interpretation – Whether permits courts to read a
certain word, term or phrase in the statute differently from
its plain meaning:
Held: [per Hrishikesh Roy, J. (for himself and Sudhanshu
Dhulia, J.)] Rules of interpretation permit courts to read a certain
word, term or phrase in the statute differently from its plain meaning
if it leads to absurdity but the courts must always remain conscious
of the fine dividing line, separating adjudication and legislation,
which must not be crossed. [Para 64]
Rules of interpretation – Literal interpretation vis-a-vis
legislative debates, committee reports and/or historical
contexts – Held: [per Hrishikesh Roy, J.) (for himself and
Sudhanshu Dhulia, J.)] While literal interpretation must remain
the judiciary’s guiding light, insights gained from legislative debates,
committee reports and/or historical contexts may be looked at with
a degree of caution. [Para 67]
[2025] 1 S.C.R. 1791

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Rules of interpretation – Notes on Clauses vis-à-vis
Memorandum explaining particular clauses – Held: [per
Hrishikesh Roy, J. (for himself and Sudhanshu Dhulia, J.)]
Memorandum explaining a particular proviso stands at a lower
footing when compared with Notes on Clauses, explaining the
entire amendment, especially in cases where the language in the
statute is definite and straightforward. [Para 76]

Insolvency and Bankruptcy Code, 2016 – Corporate Insolvency
Resolution Process (CIRP) – Locus standi of unsuccessful
resolution applicant – Term ‘any person aggrieved’ appearing
in Section 62 of the IBC and Section 53T of the Competition
Act – Meaning of:
Held: [per Hrishikesh Roy, J. (for himself and for Sudhanshu
Dhulia, J.)] Once the CIRP is initiated, the nature of proceedings
are no longer in personam but rather become in rem – Term ‘any
person aggrieved’ appearing in Section 62 of the IBC and Section
53T of the Competition Act must be understood widely and not
in a restricted fashion – Appellant as an unsuccessful resolution
applicant whose Resolution Plan could have otherwise been
approved by the CoC, satisfies the requirement of being aggrieved –
Preliminary locus standi objection vis-à-vis the Appellant, therefore,
does not merit acceptance. [Paras 26, 27]

Case Law Cited

In the judgement of Hrishikesh Roy, J.
Committee of Creditors of Essar v. Satish Kumar Gupta [2019] 16
SCR 275 : (2020) 8 SCC 531; CCI v. Steel Authority of India Ltd.
[2010] 11 SCR 112 : (2010) 10 SCC 744; Ebix Singapore Pvt.
Ltd. v. CoC of Educomp Solutions Ltd. [2021] 14 SCR 321 : (2022)
2 SCC 401; GLAS Trust Company LLC v. BYJU Raveendran &
Ors. [2024] 10 SCR 1802 : 2024 SCC OnLine SC 3032; Samir
Agrawal v. CCI & Ors. [2020] 13 SCR 1044 : (2021) 3 SCC 136;
State of Uttar Pradesh v. Vijay Anand Maharaj [1963] 1 SCR 1 :
1962 SCC OnLine SC 12; Om Prakash Gupta v. Dig Vijendrapal
Gupta [1982] 3 SCR 491 : (1982) 2 SCC 61; Nelson Motis v. UOI
[1992] Supp. 1 SCR 325 : (1992) 4 SCC 711; Kanailal Sur v.
Paramnidhi Sadhu Khan [1958] 1 SCR 360 : 1957 SCC OnLine
SC 8; Tamil Nadu State Electricity Board v. Central Electricity
Regulatory Commission [2007] 5 SCR 416 : (2007) 7 SCC 636;
1792 [2025] 1 S.C.R.

Supreme Court Reports

Mahalaxmi Mills Ltd., Bhaunagar v. CIT, Bombay [1964] 5 SCR
216 : 1963 SCC OnLine SC 190; Nasiruddin v. State Transport
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(1982) 3 SCC 270; Tata Consultancy Services v. Andhra Pradesh
[2004] Supp. 5 SCR 1040 : (2005) 1 SCC 308; CIT, Agri. v.
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Baijnath Singh [1955] 1 SCR 671: (1954) 2 SCC 314; Bhavnagar
University v. Palitana Sugar Mill Private Limited [2002] Supp. 4
SCR 517 : (2003) 2 SCC 111; A. R. Antulay v. Ramdas Sriniwas
Nayak [1984] 2 SCR 914 : (1984) 2 SCC 500; Sri Venkataramana
Devaru v. State of Mysore [1958] 1 SCR 895 : 1954 SCC OnLine
SC 25; Hardeep Singh v. State of Punjab [2014] 2 SCR 1 : (2014)
3 SCC 92; Visitor, Aligarh Muslim University v. K.S. Misra [2007]
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JK Cotton Spinning & Weaving Mills Co. Ltd. v. State of Uttar
Pradesh [1961] 3 SCR 185 : 1960 SCC OnLine SC 16; Dilawar
Balu Kurane v. State of Maharashtra [2002] 1 SCR 75 : (2002) 2
SCC 135; Ramphal Kundu v. Kamal Sharma (2004) 9 SCC 278;
Bharat Aluminium Co. v. Kaiser Aluminium Technical Services Inc.
[2012] 12 SCR 327 : (2012) 9 SCC 552; Vemareddy Kumaraswamy
Reddy v. State of A.P. [2006] 2 SCR 190 : (2006) 2 SCC 670;
Shashikant Laxman Kale v. Union of India [1990] 3 SCR 441 :
(1990) 4 SCC 366; ACG Associated Capsules v. Commissioner of
Income Tax (2012) 3 SCC 32; Sharif-ud-Din v. Abdul Gani Lone
[1980] 1 SCR 1177 : (1980) 1 SCC 403; Patil Automation Pvt.
Ltd. v. Rakheja Engineers Pvt. Ltd. [2022] 11 SCR 808 : (2022) 10
SCC 1; Mackinnon Mackenzie & Co. Ltd. v. Mackinnon Employees
Union [2015] 4 SCR 45 : (2015) 4 SCC 544; Indore Development
Authority v. Manoharlal [2020] 3 SCR 1 : (2020) 8 SCC 129; State
of U.P. v. Babu Ram Upadhyaya [1961] 2 SCR 679 : 1960 SCC
OnLine SC 5 – relied on.
Arcelor Mittal India Pvt. Ltd. v. Abhijit Guhathakurta, 2019 SCC
OnLine NCLAT 920; Makalu Trading Ltd. v. Rajiv Chakraborty,
2020 SCC OnLine NCLAT 643; Vishal Vijay Kalantri v. Shailen
Shah, 2020 SCC OnLine NCLAT 1013 – distinguished.
Sundaram Pillai v. V.R. Pattabiraman [1985] 2 SCR 643 : (1985)
1 SCC 591; Supreme Court Employees’ Welfare Association v.
Union of India [1989] 3 SCR 488 : (1989) 4 SCC 187; State of
[2025] 1 S.C.R. 1793

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Orissa v. Dhirendra Sundar Das [2019] 7 SCR 197 : (2019) 6 SCC
270; Swiss Ribbons Pvt. Ltd. v. Union of India [2019] 3 SCR 535 :
(2019) 4 SCC 17 – referred to.
Hutton v. Phillips (1949) 45 Delh 156, 70A 2d 15; Corp. of the City
of Victoria v. Bishop of Vancouver Island, 1921 SCC OnLine PC
75; Wilma E. Addison v. Holly Hill Fruit Products, 322 US 607; 2
Quebec Railway, Light, Heat & Power Co. v. Vandry, SCC OnLine
PC 10 – referred to.

In the judgments of S.V.N. Bhatti, J.
Committee of Creditors of Essar Steel India Limited Through
Authorised Signatory v. Satish Kumar Gupta and Others [2019]
16 SCR 275 : (2020) 8 SCC 531; New India Sugar Mills Ltd. v.
Commissioner of Sales Tax, Bihar [1963] Supp. 2 SCR 459 : AIR
(1963) SC 1207; Tirath Singh v. Bachittar Singh [1955] 2 SCR
457 : AIR (1955) SC 830; Sainik Motors v. State of Rajasthan
[1962] 1 SCR 517 : AIR (1961) SC 1480; State of UP v. Babu
Ram Upadhya [1961] 2 SCR 679 : AIR (1961) SC 751; State of
MP v. Azad Bharat Finance Co. [1966] Supp. 1 SCR 473 : AIR
(1967) SC 276; State Bank of India & Ors. v. The Consortium of
Murari Jalan and Florian Fritsch & Anr. [2024] 1 SCR 1045 : Civil
Appeal No. 5023-5024 of 2024; Madhav Rao Scindia v. Union
of India [1971] 3 SCR 9 : AIR (1971) SC 530; Commissioner of
Income Tax, Orissa v. NC Budhraja and Co. [1993] Supp. 2 SCR
185 : AIR (1993) SC 2529; Gurudevdatta VKSSS Maryadit v. State
of Maharashtra [2001] 2 SCR 654 : (2001) 4 SCC 534; Harbhajan
Singh v. Press Council of India [2002] 2 SCR 369 : (2002) 3 SCC
722; Bachahan Devi v. Nagar Nigam, Gorakhpur [2008] 2 SCR
424 : (2008) 12 SCC 372; Samir Agarwal v. CCI [2020] 13 SCR
1044 : (2021) 3 SCC 136; Union of India v. Cipla Ltd [2016] 7
SCR 523 : (2017) 5 SCC 262; Brahm Dutt v. Union of India (2005)
2 SCC 431 – referred to.
Arcelor Mittal India Pvt. Ltd. v. Abhijit Guhathakurta, 2019 SCC
OnLine NCLAT 920; Makalu Trading Ltd. v. Rajiv Chakraborty,
2020 SCC OnLine NCLAT 643; Vishal Vijay Kalantri v. Shailen
Shah, 2020 SCC OnLine NCLAT 1013; Bank of Maharashtra v.
Videocon Industries Ltd., 2022 SCC OnLine NCLAT 6 – referred to.
Corp of the City of Victoria v. Bishop of Vancouver Island (1921)
AC 2 384; Shannon Realities Ltd. v. St. Michel (Ville De) (1924)
AC 185 – referred to.
1794 [2025] 1 S.C.R.

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Books and Periodicals Cited

In the judgment of Hrishikesh Roy, J.
Bennion on Statutory Interpretation, 5th Edn., Francis Bennion;
Appraisal of the Principle of Plain Meaning, Chapter 1 – Basic
Principles, Justice G.P. Singh’s Principle of Statutory Interpretation
(15th Edition), 2016; Ried Macdonald and Fordham, Cases and
other Materials on Legislation, 2nd Edn; Ryan Doerfler, The
Scrivener’s Error, Northwestern University Law Review, Vol. 110
(2016); Justice Antonion Scalia, Common Law Courts in Civil Law
System: The Role of United States Federal Courts in Interpreting
the Constitution and Laws, A Matter of Interpretation: Federal
Courts and the Law, 3 (Amy Gutmann, ed., 1997) – referred to.

In the judgments of S.V.N. Bhatti, J.
Earl T. Crawford, The Construction of Statutes (Thomas Law Book
Company, 1940), p. 516 – referred to.

List of Acts
Insolvency and Bankruptcy Code, 2016 ; Competition Act, 2002;
Competition Commission of India (Procedure in Regard to
Transaction of Business relating to Combination) Regulations,
2011; CIRP Regulations, 2016.

List of Keywords
Corporate-debtor; Resolution Professional; Resolution Applicant;
Appreciable Adverse Effect on Competition; Resolution Plan;
CIRP; Committee of Creditors; Approval of resolution plan;
Prior approval; Directory or mandatory; Rules of interpretation;
Insolvency and Bankruptcy; Competition Commission of India;
Literal interpretation; Purposive interpretation; Interplay between
the IBC and the Competition Act.

Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 6071 of 2023
From the Judgment and Order dated 18.09.2023 of the National
Company Law Appellate Tribunal in CAAT (I) Nos. 735, 807, 607
and 724 of 2023
With
Civil Appeal No(s). 4954, 4924, 4937, 5018, 5401, 6847, 6055,
6123, 6177, 7037, 7038, 6771 and 7428 of 2023
[2025] 1 S.C.R. 1795

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Appearances for Parties
Advs. for the Appellant:
Dhruv Mehta, Rajshekhar Rao, Abhijeet Sinha, Dr. Abhishek Manu
Singhvi, Mahesh Jethmalani, Abhimanyu Bhandari, Dushyant Dave,
Mukul Rohatgi, Parag Tripathi, Rana Mukherjee, Amit Sibal, Ms. Liz
Mathew, Balbir Singh, Sr. Advs., Indranil Ghosh, Debabrata Das,
Palzer Moktan, Ms. Aanchal Tikmani, Aditya Shukla, Saptarshi
Mukherjee, Ms. Mehrunissa Anand Jaitley, Harshil Wason,
Ms. Mrinal Choudhary, Ms. Mehr Bedi, Advait Ghosh, Utsav
Trivedi, Avishkar Singhvi, Ms. Unnati Agrawal, Ms. Manini Roy,
Piyush Tiwari, Ms. Nandini Acharya, Siddharth Seem, Ms. Mugdha
Pande, Ajay Awasthi, Swapnil Singh, Ms. Dhanakshi Gandhi,
Ms. Rooh-E-Hina Dua, Buddy Ranganadhan, Samar Bansal,
Pawas Kulshrestha, Parv Garg, K.S.Rekhi, Ms. Nandini Tomar,
Ms. Shefali Tripathi, Ms. Divya Jain, Nikhil Jain, Yadunath Bhargavan,
Neeraj Chaudhari, Raghav Agrawal, Udit Sidhra, Dhanya Krishnan,
Akshay Chandra, Mohit D. Ram, Anubhav Sharma, Chirag Shah,
Sanjeev Sharma, Vaibhav Gaggar, Akshay Nanda, Ms. Sanya Sud,
Ms. Vaishali Goyal, Ms. Praniti Ganjoo, Aditye Arora, Keshav
Sehgal, Ms. Monika Lakhanpal Gaggar, Ms. Kokila Kumar, Anirudh
Krishan Gandhi, Debargha Roy, Mohit Rai, Ms. Divya Joshi,
Ms. Somya Chaturvedi, Dhruv Mehta, Utkarsh Tiwari, Ms. Daisy
Hannah, Ms. Oindrila Sen, Ms. Sneha Ahmed, Samarth Mohanty,
Ms. Pratiksha Sharma, Ankit Acharya, Aditya Shukla, Darpan
Sachdeva, Ms. Mallika Agarwal, Vinamra Koparhia, Saksham
Dhingra, Ms. Bagavathy Vennimalai, Ms. Ritu Chaudhary, Rajnish
Prasad, Udayan Jain, Ms. Monica Benjamin, Raj Surana, Ranjan
Mishra, Ms. Ananya Singh.
Advs. for the Respondents:
Tushar Mehta, Solicitor General, Balbir Singh, Rana Mukherjee,
Rajshekhar Rao, Mukul Rohatgi, Parag Tripathi, Dr. Abhishek
Manu Singhvi, Mahesh Jethmalani, Abhimanyu Bhandari, Shyam
Divan, Sr. Advs., Rajnish Prasad, Udayan Jain, Ms. Monica
Benjamin, Raj Surana, Ranjan Mishra, Ms. Daisy Hannah,
Ms. Oindrila Sen, Ms. Sneha Ahmed, Samarth Mohanty, Indranil
Ghosh, Debabrata Das, Palzer Moktan, Ms. Aanchal Tikmani,
Ms. Misha, Soummo Biswas, Siddhant Kant, Ms. Moulshree Shukla,
Ms. Gayathri Balasubramanian, Yugal Jain, S. S. Shroff, Indranil
Ghosh, Debabrata Das, Palzer Moktan, Ms. Aanchal Tikmani,
Sanjeev Sharma, Vaibhav Gaggar, Akshay Nanda, Ms. Sanya Sud,
Ms. Vaishali Goyal, Ms. Praniti Ganjoo, Aditye Arora, Keshav
1796 [2025] 1 S.C.R.

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Sehgal, Ms. Monika Lakhanpal Gaggar, Ms. Kokila Kumar, Anirudh
Krishan Gandhi, Debargha Roy, Mohit Rai, Ms. Divya Joshi,
Ms. Somya Chaturvedi, Dhruv Mehta, Utkarsh Tiwari, Samar
Bansal, Pawas Kulshrestha, Parv Garg, K. S. Rekhi, Ms. Divya
Jain, Nikhil Jain, Utsav Trivedi, Avishkar Singhvi, Ms. Unnati
Agrawal, Ms. Manini Roy, Piyush Tiwari, Ms. Nandini Acharya,
Siddharth Seem, Ms. Mugdha Pande, Ajay Awasthi, Swapnil Singh,
Ms. Dhanakshi Gandhi, Ms. Rooh-e-hina Dua, Vikram Wadhera,
Ms. Smriti Churiwal, Jaiveer Kant, Ms. Meher Thapar.

Judgment / Order of the Supreme Court

Table of Contents*

Factual Matrix ........................................................................... 2
Submissions................................................................................. 9
Discussion & Analysis.................................................................. 16
Objections on Locus Standi.............................................. 16
Proviso to Section 31(4) IBC.............................................. 17
Undertaking Interpretation: Why Literal and not Purposive? 21
Principle of Plain Meaning..................................................... 24
Different Threshold for Combinations.................................. 33
Notes on Clauses, Memorandum & Scrivener’s Error.......... 35
(Dis?) Harmony between Stipulated Timelines...................... 43
Distinguishing cases relied upon by the NCLAT................. 49
Relevance of CCI & its scrutiny.......................................... 53
Procedural Lapses under the Competition Act ................. 58
Discrepancies in Data........................................................... 67
Practical Challenges with Conditional Approvals................ 69
Conclusion.................................................................................. 71

* Ed. Note: Pagination as per the original Judgment.
[2025] 1 S.C.R. 1797

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

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 judgement 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

# Ed. Note: Judgment pronounced by Hon’ble Mr. Justice Hrishikesh Roy on behalf of himself and Hon’ble
Mr. Justice Sudhanshu Dhulia.
1798 [2025] 1 S.C.R.

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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 their Resolution Plan for HNGIL – the
Corporate Debtor/Target Company in India.
5. After the CIRP was initiated against HNGIL by DBS Bank [hereinafter
referred to as ‘Financial Creditor’] under Section 7 of the IBC, the
Adjudicating Authority i.e., National Company Law Tribunal (Kolkata
Bench), admitted the matter on 21.10.2021. An Expression of Interest
[hereinafter referred to as ‘EOI’] was floated on 25.03.2022, by the
Resolution Professional as per Form G under Regulation 36(A)
(1) of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016. Within
the EOI, Clauses 3.3 & 4.1.1(k) prescribed a mandatory requirement
of approval from the Competition Commission of India [hereinafter
referred to as ‘CCI’] prior to the approval of the Resolution Plan, by
the Committee of Creditors [hereinafter referred to as CoC’].
6. In response to the above, both INSCO (Appellant) and AGI Greenpac
submitted their respective Resolution Plans in April 2022, for
consideration. On 19.05.2022, a provisional list of eligible Resolution
Applicants was published with both the Resolution Applicants placed
at Sl. No. 6 (INSCO/Appellant) and Sl. No. 5 (AGI Greenpac/
Respondent 2), respectively.
7. Subsequently, in response to an e-mail by the Appellant seeking
clarification with respect to the timeline for obtaining approval of
CCI, the RP in an e-mail communication dated 25.08.2022, granted
relaxation to Resolution Applicants, to procure CCI approval, after
CoC’s approval of the Resolution Plan but prior to filing the application
before NCLT.
8. On 27.09.2022, AGI Greenpac submitted an application with the CCI
under Form I under Regulation 5(ii) of the Competition Commission
of India (Procedure in Regard to Transaction of Business relating
to Combination) Regulations 2011 intimating that it proposed to
enter into a combination with HNGIL, by acquiring 100% of HNGIL’s
shareholding and business.
[2025] 1 S.C.R. 1799

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

9. On 22.10.2022, CCI declared the application filed by AGI Greenpac
as ‘not valid’. Thereafter, final Resolution Plans were submitted for
consideration by the CoC. It must however be noted that at that
stage, neither AGI Greenpac’s Resolution Plan had the requisite
CCI approval nor did they have any pending application, seeking
such approval from the CCI.
10. Immediately thereafter, the Appellant objected to the approval
accorded to AGI Greenpac’s Resolution Plan stating that they had not
obtained the requisite CCI approval at the time, when their Resolution
Plan had been put to vote, which had been the condition precedent.
The Appellant also pointed out that Form I submitted by AGI Greenpac
with the CCI had been rejected on 22.10.2022 and that a fresh Form
II had been submitted which had not yet been approved till the date
of the COC approval. Further, serious contradictions between the
process undertaken and the process envisaged to be undertaken
by the RP in an e-mail clarification dated 25.08.2022, were also
highlighted to point out that preferential treatment had been granted
to AGI Greenpac despite the rejection of their Form I, by the CCI.
11. However, on 28.10.2022, the CoC approved the AGI Greenpac’s
Resolution Plan with 98% votes, while Appellant INSCO’s Resolution
Plan, received 88% votes.
12. Thereafter, on 03.11.2022, AGI Greenpac submitted a detailed
application (Combination Registration No. C-2022/11/983) under Form
II seeking approval before CCI. At the same time, the Resolution
Professional filed an IA under Section 30(6) of the IBC before NCLT
Kolkata, seeking approval for AGI Greenpac’s Resolution Plan while
INSCO filed an IA before NCLT Kolkata challenging the approval
granted to AGI Greenpac’s Resolution Plan, by the COC.
13. On 10.03.2023, AGI Greenpac submitted a divestment plan to CCI in
respect of one of the seven HNGIL plants (situated in Uttarakhand),
as part of a voluntary modification, to comply with the requirements
of Competition laws. On 15.03.2023, CCI granted an approval to AGI
Greenpac’s combination proposal with HNGIL (Corporate Debtor/
Target Company), subject to the compliance of certain modifications
including the divestment of one of the seven HNGIL plants (Rishikesh,
Uttarakhand).
14. Challenging the approval to HNGIL and AGI Greenpac’s Resolution
Plan and seeking reconsideration of INSCO’s Resolution Plan, INSCO
1800 [2025] 1 S.C.R.

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filed an application before NCLT Kolkata. On 28.04.2023, the NCLT
rejected the application, thereby upholding the approval granted to AGI
Greenpac’s Resolution Plan, stating that the required CCI approval
under Section 31(4) IBC had been obtained in the meantime. While
challenging the NCLT rejection dated 28.04.2023, the Appellant filed the
Company Appeal (AT) (Insolvency) No. 735/2023 before the NCLAT.
15. The NCLAT vide judgment dated 18.09.2023 upheld the approval
accorded to AGI Greenpac’s Resolution Plan, stating that although
the requirement of approval by the CCI was mandatory in nature,
its prior approval by the CoC, was only directory. This is because
the timeline for CCI to decide upon a combination proposal is much
longer and should not lead to a situation where the CIRP is frozen
or halted because of a pending application before the CCI.
16. Meanwhile, the Appellant INSCO challenged the CCI approval dated
15.03.2023 vide Competition Appeal (AT) No. 7/2023 before the
NCLAT, which upheld the approval vide judgement dated 28.07.2023.
17. It is these above decisions of the NCLAT (dated 28.07.2023 and
18.09.2023) that have been challenged by INSCO in the lead Civil
Appeal. Arguments in support of INSCO’s stand have been advanced
by learned Senior Advocates Dr. A. M. Singhvi and Mr. Mahesh
Jethmalani. On the other side, the Successful Resolution Applicant
i.e., AGI Greenpac is represented by learned Senior Advocates Mr.
Mukul Rohatgi and Mr. Parag Tripathi. The learned Solicitor General
Mr. Tushar Mehta, appears for the CoC. The learned Senior Advocate
Mr. P. Chidambaram appears for the Resolution Professional while
the CCI is represented by learned Senior Advocate Mr. Balbir Singh.
For the other parties, submissions were advanced by learned Senior
Advocates Mr. Rana Mukherjee, Mr. Dushyant Dave, Mr. Amit Sibal,
Mr. Dhruv Mehta, Mr. Neeraj Kishan Kaul and Mr. Rajshekhar Rao.

Submissions
18. Dr. Abhishek Manu Singhvi, learned senior counsel for INSCO i.e.,
the unsuccessful Resolution Applicant. (Appellant in Civil Appeal No.
6071/2023), inter alia, made the following submissions:
18.1. According to the Appellant’s counsel, the entire process from
submission of AGI Greenpac’s Resolution Plan to its approval
by the CoC was riddled with irregularities and should have
been nullified.
[2025] 1 S.C.R. 1801

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

18.2. The appellant’s counsel contends that the RP violated Section
31(4) of the IBC & its proviso, the RFRP and the RP’s own
e-mail dated 25.08.2022, by submitting AGI Greenpac’s
Resolution Plan to the NCLT for approval, without the
required statutory approval from the CCI. This contradicts
AGI Greenpac’s undertaking before the NCLT (Clause 5.5),
which stated that CCI approval would be secured prior to CoC
approval and submission of the plan to the NCLT.
18.3. While Section 31(4) of the IBC permits statutory approvals
within one year of NCLT approval, the proviso excludes
combinations under Section 5 of the Competition Act, 2002,
requiring stricter compliance. This, according to Dr. Singhvi,
underscores legislative intent for stringent adherence to the
proviso.
18.4. It is contended that in case of non-compliance, both the CoC
and RP are empowered to re-evaluate and approve any
other compliant Resolution Plans. However, despite such
circumstances existing here, neither the RP nor the CoC acted
as needed, rendering the process invalid.
18.5. Relying on judicial precedents, the counsel emphasises that
Section 31(4) of the Insolvency & Bankruptcy Code, 2016
(IBC), mandates statutory compliance before the Resolution
Plan is approved by the CoC. However, the RP disregarding
the law granted unwarranted relaxation to AGI Greenpac, from
procuring the necessary approvals.
18.6. It is then contended that the NCLAT judgment (dated
18.09.2023) failed to observe that there is no inconsistency
between the timelines given under the IBC and Competition
Act, as the CCI is mandated to form a prima facie opinion on
adverse effects within 30 days. In the context, it was pointed
out that the IBC’s 330 days’ CIRP timeline can be extended
in deserving cases.
18.7. The appellants argue that the entire framework as envisaged
under Section 29(1) of the Competition Act was bypassed, as
no mandatory SCN was issued to the Corporate Debtor/Target
Company. Also, neither details were published nor were public
objections invited by the CCI, before approving AGI Greenpac’s
Combination proposal on 15.03.2023.
1802 [2025] 1 S.C.R.

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18.8. The Competition Act, according to the appellants, allows only
the CCI to propose modifications to combinations post-SCN
under Section 29(1) IBC, whereas the modifications in this
case were done on the basis of suggestions by AGI Greenpac,
contrary to the legal provisions.
18.9. The appellant argues that without the permission of CoC as
per Section 28(1) of the IBC, the RP lacked authority to
divest or sell Corporate Debtor/Target Company’s assets.
No such permission was sought or granted. In fact, CoC
had already approved the Resolution Plan on 28.10.2022,
i.e., much before AGI Greenpac proposed modifications
on 10.03.2023. Consequently, the CCI granted approval
based on factually incorrect and misleading data, provided
by AGI Greenpac.
18.10. It is then pointed out that AGI Greenpac’s Resolution Plan
pending approval before NCLT, is conditional, violating
the IBC framework. The CCI’s approval on 15.03.2023
also acknowledged that even after divestment, it must be
demonstrated that the same is aligned with its approval.
The plan creates an unfeasible sequence, as the divestment
depends on the Resolution Plan’s implementation, which
itself requires prior CCI approval, leading to unfeasible
complications, which should have been avoided by the NCLAT.
19. Appearing for the CoC, Mr. Tushar Mehta, the learned Solicitor
General, inter alia, made the following submissions:
19.1. The IBC was introduced as an experiment to facilitate debt-
ridden companies, to be taken over as going concerns, by
avoiding liquidation. The Statement of Objects & Reasons of
the IBC emphasises upon the need for a time-bound resolution
process aimed at maximizing asset value. The CoC plays
a pivotal role in assessing the feasibility and viability of a
Resolution Plan from a commercial perspective.
19.2. According to Mr. Mehta, adherence to the IBC’s timelines
is sacrosanct and must be followed. Further, it was argued
that the timelines under the IBC and the Competition Act are
incompatible and must be harmonised, with Section 31(4) and
its proviso being interpreted appropriately.
[2025] 1 S.C.R. 1803

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

19.3. The interpretation suggested by INSCO, treating the proviso as
‘mandatory’ rather than ‘directory’ would undermine the IBC’s
scheme. It is therefore argued that the proviso is directory,
as upheld by various NCLAT judgments which have not been
upset by the Supreme Court.
19.4. Mr. Mehta further contended that the Green Channel approval
mechanism gave INSCO an unfair head start, disadvantaging
established industry players. This, it is argued, goes against
providing a level-playing field and undermining legislative
intent while diminishing the competitive nature of the CIRP.
19.5. According to Mr. Mehta, after deliberating on feasibility, statutory
approvals, and respective timelines, the CoC fully complied
with the IBC, Competition Act, and relevant regulations, as
per applicable jurisprudence.
19.6. It was further contended that the terms of CCI’s approval did
not modify AGI Greenpac’s Resolution Plan, and thus, specific
CoC approval was not necessary.
20. Mr. P. Chidambaram, learned senior counsel appearing for the
Resolution Professional, argued that the RP did not contravene any
provisions of law and adhered to legal position as was in force at
the relevant time.
20.1. It was argued that the RP adhered to the law and followed
NCLAT judgments correctly treating the proviso to Section
31(4) of the IBC, as directory.
20.2. According to Mr. Chidambaram, RP’s role is procedural, with
no substantive involvement in Resolution Plans. Therefore,
there is no scope for controversy regarding the RP’s role.
21. For the Successful Resolution Applicant i.e., AGI Greenpac Ltd.,
Mr. Mukul Rohatgi, learned Senior Advocate, inter alia, made the
following submissions:
21.1. The counsel argued that it is already settled that the proviso
to Section 31(4) of the IBC is directory in nature. The NCLAT
judgments holding such a view have not been interfered by the
Supreme Court, and this should be understood as the correct
view, which is not upset by this Court. He further emphasised
that a purposive interpretation is necessary to align the proviso
with the legislative intent.
1804 [2025] 1 S.C.R.

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21.2. Citing the amendment’s explanatory Memorandum, Mr. Rohatgi
contended that the term ‘CoC’ in the proviso was a drafting
error, and the intended reference was to the ‘Adjudicating
Authority’. A literal interpretation, he argued, would defeat the
IBC’s purpose and should be treated as a drafting oversight.
21.3. According to Mr. Rohatgi, if the proviso is interpreted as
mandatory, the timelines in IBC would be unworkable and the
objective of the IBC of ensuring that the stressed businesses
survive as a going concern would be compromised. It was
argued that the resolution applicants and stressed business
cannot afford any delay and must remain bound by the timeline.
21.4. Since the legislature prescribed no consequences for non-
compliance with the proviso, Mr. Rohatgi argues that the
proviso should be deemed as directory.
21.5. Moreover, since there was no change in AGI Greenpac’s
Resolution Plan, it was argued that Plan is not conditional.
In any case, these issues should not be entertained by the
Supreme Court at this premature stage, as these are pending
for consideration before the NCLT.
21.6. The locus standi for Appellants as the unsuccessful resolution
applicant is questioned, as they lack vested rights in the CIRP.
It is also argued that the workmen and operational creditors
have no standing to challenge a Resolution Plan.
21.7. Highlighting the RP’s lack of expertise in managing a glass
furnace factory, Mr. Rohatgi emphasised upon the importance
of concluding the CIRP swiftly to avoid jeopardising its survival.
22. Mr. Parag Tripathi, supplementing for AGI Greenpac, invoked the
Principle of Scrivener’s Error, highlighting an inadvertent drafting
error in the proviso to Section 31(4) of the IBC that rendered unclear
the original legislative intent. It is therefore argued that courts can
pierce through the alleged obvious error and discern the true purpose
behind the enactment.

Discussion & Analysis

Objections on Locus Standi
23. At the outset, the preliminary objection regarding the locus standi of
the Appellant(s) to prefer the present Appeal(s) must be dealt with.
[2025] 1 S.C.R. 1805

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

24. Section 61 of the IBC provides the statutory framework for appeals
against orders of the Adjudicating Authority i.e., the NCLT, stipulating
that ‘any person aggrieved’ by such an order may prefer an appeal to
the Appellate Authority i.e., the NCLAT in this case. Further, Section
62 extends this right of appeal to the Supreme Court.
25. Similarly, Section 53B of the Competition Act provides that ‘any
enterprise or any person aggrieved’ within the statutory framework
may file an appeal against any order of the CCI to the Appellate
Tribunal i.e., the NCLAT. Section 53T further extends this right of
appeal to the Supreme Court against any decision or order of the
NCLAT.
26. Once the CIRP is initiated, the nature of proceedings are no longer
in personam but rather become in rem. In light of the same, the
expression ‘any person aggrieved’ in the context of the IBC has
been held to be indicative of there being no rigid locus requirements
to institute an appeal challenging an order of the NCLT before the
NCLAT or an order of the NCLAT before this Court.1 Similarly, in
the context of the Competition Act, even those persons that bring
to CCI information of practices that are contrary to the provisions
of the Competition Act, could be said to be ‘aggrieved’.2 Therefore,
the term ‘any person aggrieved’ appearing in Section 62 of the IBC
and Section 53T of the Competition Act must be understood widely
and not in a restricted fashion.
27. In the present case, the Appellant as an unsuccessful resolution
applicant whose Resolution Plan could have otherwise been approved
by the CoC, satisfies the requirement of being aggrieved. This
preliminary locus standi objection vis-à-vis the Appellant, therefore,
does not merit acceptance.

Proviso to Section 31(4) IBC
28. In these matters, the principal issue is whether the approval of a
proposed combination by the CCI must mandatorily precede the
approval of the Resolution Plan, by the CoC, as stipulated under
the proviso to Section 31 (4) of IBC.

1. GLAS Trust Company LLC v. BYJU Raveendran & Ors., 2024 SCC OnLine SC 3032.
2. Samir Agrawal v. CCI & Ors., (2021) 3 SCC 136.
1806 [2025] 1 S.C.R.

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29. In its impugned order dated 18.09.2023, the NCLAT concluded that
while the approval of the CCI for the combination is mandatorily
required in consonance with the proviso to Section 31 (4) of the IBC,
the timing of such approval i.e., that it must be obtained prior to the
approval of the Resolution Plan by the COC, should be construed
as being ‘directory’ in nature, rather than ‘mandatory’.
30. A few paragraphs from the impugned NCLAT order being relevant
are extracted herein below:
“... ... 33. The question of obtaining approval from the
CCI only arises when Resolution Plan submitted contains
a combination and require approval from the CCI. After
submission of Plan, the Resolution Applicant applies for
approval of combination from the CCI. It is not in his hand
that as to when CCI will grant the approval. The CCI has
to act as per statutory provisions of the Competition Act
and it has been given 210 days to take a decision. If, we
hold that prior approval of the CCI is mandatory prior to
the approval of Plan by the CoC, it will lead to incongruous
result, the CIRP cannot be frozen or cannot be put at
halt because an application is submitted before the CCI.
Looking to the timeline provided in the Code and that of the
Competition Act and to hold that prior approval of CCI is
required prior to approval of Plan by the CoC, mandatorily
will lead to adverse effect on the CIRP... ...
... ... 34. In the present case, we have noticed that RFRP
provided that CCI’s approval has to be obtained prior to
approval of Plan by the CoC, which RFRP was in accordance
with Section 31(4). Although the RP subsequently clarified
that approval can be obtained even after the approval
by the CoC, which was in accordance with the prevalent
legal position as settled by this Tribunal in Arcelor Mittal
and other cases. We thus are of the view that Section 31,
sub-section (4) proviso has to be read to mean that though
the approval by the CCI is ‘mandatory’, the approval by the
CCI prior to approval of CoC is ‘directory’... ...”
31. The NCLAT, as can be seen from the above, concluded that though
CCI’s approval is mandatory, obtaining ‘prior approval’, is directory.
Such a conclusion was reached on the understanding that the
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Resolution Applicant does not have control over the timeline within
which the CCI may render its approval or disapproval, towards the
combination application. This may in turn, lead to a situation wherein
the insolvency proceeding is unduly delayed because of a pending
application seeking approval from the CCI. That might undermine
the very objective of the Corporate Insolvency Resolution Process
[hereinafter referred to as ‘CIRP’] itself. The absence of any explicit
statutory consequences for non-compliance with the proviso to
Section 31(4) IBC was therefore interpreted by the NCLAT as an
indication that the requirement for prior approval was meant to be
only directory.
32. The proviso to Section 31(4) of the IBC was inserted by the Insolvency
and Bankruptcy Code (Amendment) Act, 2018. Post-amendment,
the provision reads thus:
“(4) The resolution applicant shall, pursuant to the resolution
plan approved under sub-section (1), obtain the necessary
approval required under any law for the time being in force
within a period of one year from the date of approval of
the resolution plan by the Adjudicating Authority under
sub-section (1) or within such period as provided for in
such law, whichever is later.
Provided that where the resolution plan contains a
provision for combination, as referred to in section 5 of
the Competition Act, 2002, the resolution applicant shall
obtain the approval of the Competition Commission of India
under that Act prior to the approval of such resolution plan
by the committee of creditors.”
33. A proviso in a given statute may be introduced to serve various
purposes, like qualifying or excepting certain provisions from the
main enactment or insisting on certain mandatory conditions to be
fulfilled in order to make the enactment workable or as an optional
addenda to explain the real intendment of the statutory provision.3
Ordinarily, however, the function of a proviso is to except something
out of the enactment or to qualify something enacted therein.

3. Sundaram Pillai v. V.R. Pattabiraman, (1985) 1 SCC 591.
1808 [2025] 1 S.C.R.

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34. The introduction of a proviso, specifically addressing those Resolution
Plans with provisions for combination, and the use of the term ‘prior’
therein, makes it starkly clear that the intent of the legislature was to
create an exception. This ensures that in cases containing combination
proposals, the approval of the CCI i.e., the regulatory body designated
to ensure fair competition in markets and preventing anti-competitive
practices, should first be obtained before the same is approved by
the CoC. No other provision of the IBC has been pointed out that
might suggest otherwise or cause disharmony between the scheme
and intent of the IBC or the said proviso to Section 31(4) of the IBC.
35. The above provision makes it abundantly clear that the proviso
herein creates an exception for those Resolution Plans that contain
provisions for combination. The language used therein appears
to be clear, precise & straightforward. As such, to understand the
legislative intent, the Rule of Plain Reading or literal interpretation
should find favour rather than the rule of purposive interpretation as
is suggested by the other side.

Undertaking Interpretation: Why Literal and not Purposive?
36. It has been strongly argued by Mr. Mukul Rohatgi, the learned
counsel for AGI Greenpac, that the rule of purposive interpretation
should be adopted in order to interpret the proviso to Section 31(4)
of the IBC. He, in fact, suggests a departure from the principles of
literal interpretation. However, the proposition of law is well-settled
that when the language of the provision is clear and unambiguous,
literal interpretation is the best way to understand the legislative
intention behind enacting the particular provision.
37. On the need for literal interpretation of a statue, when the words
are clear and unambiguous, Mr. Francis Bennion in his oft-quoted
treatise Bennion on Statutory Interpretation stated:
“Where the enactment is grammatically ambiguous,
the opposing constructions put forward are likely to be
alternative meanings, each of which is grammatically
possible. Where on the other hand, the enactment is
grammatically capable of one meaning only, the opposing
constructions are likely to contrast an emphasised version
of the literal meaning with a strained construction. In the
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

latter case, court will tend to prefer the literal meaning,
wishing to reject the idea that there is any doubt.”4
38. The principle of casus omissus, as articulated by this Court in Ebix
Singapore (P) Ltd. v. Educomp Solutions Ltd. (CoC)5, underscoring
boundaries of judicial interpretation, cautions the courts against
transgressing into the legislative domain. The courts should not
arrogate the legislature’s role by filling gaps in statutory text. Statutory
enactments like the IBC demand strict adherence to legislative intent,
guarding against procedural overreach that may upset the framework
envisioned by the Parliament.
39. Likewise, the Supreme Court in multiple cases had underscored the
rule that when the language of a statute is plain and unambiguous
and reasonably susceptible to only one meaning, there cannot be
a question of construction of the statute, as the provision would
speak for itself.6
40. In an oft-quoted case on literal interpretation Kanailal Sur v.
Paramnidhi Sadhu Khan, this Court stated as follows7:
“If the words used are capable of one construction only
then it would not be open to the courts to adopt any
other hypothetical construction on the ground that such
hypothetical construction is more consistent with the
alleged object and policy of the act.”
41. In fact, if the statute is plain and unambiguously-worded, the
consequences of such construction no longer remain a matter for
the court to decide on8, even if they appear to be strange, surprising,
unreasonable, unjust or oppressive. 9 Further, even hardship,
inconvenience or penalty10 being the consequence of compliance with
such construction cannot be deemed sufficient to alter the meaning

4. Bennion on Statutory Interpretation, 5th Edn., Francis Bennion.
5. (2022) 2 SCC 401.
6. State of Uttar Pradesh v. Vijay Anand Maharaj, 1962 SCC OnLine SC 12 [Subbarao, J.]; Om Prakash
Gupta v. Dig Vijendrapal Gupta, (1982) 2 SCC 61; Nelson Motis v. UOI, (1992) 4 SCC 711.
7. 1957 SCC OnLine SC 8.
8. Tamil Nadu State Electricity Board v. Central Electricity Regulatory Commission, (2007) 7 SC 636.
9. Mahalaxmi Mills Ltd., Bhaunagar v. CIT, Bombay, 1963 SCC OnLine SC 190; Nasiruddin v. State
Transport Appellate Tribunal, (1975) 2 SCC 671; Precision Steel and Engineering Works v. Premdeva,
(1982) 3 SCC 270.
10. Tata Consultancy Services v. Andhra Pradesh, (2005) 1 SCC 308.
1810 [2025] 1 S.C.R.

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of the language employed by the legislature, if such meaning is clear
on the face of the statute or the rules.11
42. Where the language is clear, plain and unambiguous, the courts are
duty-bound to give effect to the meaning that can be inferred from
a statute, irrespective of the consequences. Mere inconvenience
being caused to a party, by virtue of the plain and literal interpretation
accorded to a statute, cannot be reason enough to forego such
interpretation.
43. Emphasising on construing the meaning from the plain language of
Section 123(7) of the Representation of the People Act, 1951, as it
then stood, Justice S. R. Das pertinently observed12:
“The spirit of the law may well be an elusive and unsafe
guide and the supposed spirit can certainly not be given
effect to in opposition to the plain language of the sections
of the Act.”
44. In other words, the so-called ‘spirit of the law’ is an indeterminate
construct, whose nature renders it subjective and susceptible to varied
interpretations depending on the personal predilections of those
tasked with interpreting it. Therefore, it is almost unattainable as a
definitive guide, especially in the face of or when put in opposition
to the unambiguous, clear and plain language used in a particular
provision, as is presently the case.
45. Therefore, it is almost necessary for the courts to interpret the
provision in its natural sense, as it is through the words used in a
provision that legislature expresses its intention. When the language
is unambiguous, as in the present matter, the courts must respect its
ordinary and natural meaning instead of wandering into the realm of
speculation and unintended overreach invoking the so-called ‘spirit
of the law’.

Principle of Plain Meaning
46. To better understand what constitutes the ‘Principle of Plain Meaning’,
we will benefit by referring to the seminal treatise of Justice G.P. Singh

11. CIT, Agri. v. Keshab Chandra Mandal, (1950) SCC 205.
12. Rananjaya Singh v. Baijnath Singh, (1954) 2 SCC 314.
[2025] 1 S.C.R. 1811

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on Principles of Statutory Interpretation. The respected author has
explained the concept with his usual clarity in the following terms13:
“It may look somewhat paradoxical that plain meaning
rule is not plain and requires some explanation. The rule,
that plain words require no construction, starts with the
premise that the words are plain, which is itself a conclusion
reached after construing the words. It is not possible to
decide whether certain words are plain or ambiguous
unless they are studied in the context and construed.
The rule, therefore, in reality means that after you have
construed the words and have come to the conclusion
that they can bear only one meaning, your duty is to give
effect to that meaning... ...
... ... That seems to me a plain clear meaning of the
statutory language in its context. Of course, in so concluding
I have necessarily construed or interpreted the language.
It would obviously be impossible to decide that language
is ‘plain’ (more accurately that a particular meaning
seems plain) without first construing it. This involves far
more than picking out dictionary definitions of words or
expressions used. Consideration of the context and setting
is indispensable properly to ascertain a meaning. In saying
that a verbal expression is plain or unambiguous, we
mean little more than that we are convinced that virtually
anyone competent to understand it and desiring fairly and
impartially to ascertain its significance would attribute to
the expression in its context a meaning such as the one
we derive, rather than any other; and would consider any
different meaning by comparison, strained, or far-fetched,
or unusual or unlikely.”14
47. Similarly, a provision would not be considered ambiguous merely
because it contains a word which in different contexts, is capable
of a different meanings, but instead if it contains a word or phrase

13. Pg. 41, 1.6. Appraisal of the Principle of Plain Meaning, Chapter 1 – Basic Principles, Justice G.P.
Singh’s Principle of Statutory Interpretation (15th Edition), 2016.
14. Pgs. 1013, 1014, Ried Macdonald and Fordham, Cases and other Materials on Legislation, 2nd Edn;
Hutton v. Phillips, (1949) 45 Delh 156, 70A 2d 15.
1812 [2025] 1 S.C.R.

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which is capable of having more than one meaning in that particular
context.
48. When the statute is clear and straightforward, the Supreme Court
in Bhavnagar University v. Palitana Sugar Mill Private Limited15 held
as follows:
“25. Scope of the legislation on the intention of the
legislature cannot be enlarged when the language of
the provision is plain and unambiguous. In other words,
statutory enactment must ordinarily be construed according
to its plain meaning and no words shall be added, altered
or modified, unless it is plainly necessary to do so to
prevent a provision from being unintelligible, absurd,
unreasonable, unworkable, or totally irreconcilable with
the rest of the statute.”
49. Lord Atkinson in Corp. of the City of Victoria v. Bishop of Vancouver
Island16 observed:
“In the construction of statutes, their words must be
interpreted in their ordinary grammatical sense, unless
there be something in the context, or in the object of the
statute, in which they occur, or in the circumstances in which
they are used, to show that they were used in a special
sense different from their ordinary grammatical sense.”
50. That words in the statute are to be understood in their natural,
ordinary and popular sense. This has been underscored by Justice
Frankfurter, in the following opinion:
“After all legislation when not expressed in technical terms
is addressed to common run of men and is therefore to be
understood according to sense of the thing, as the ordinary
man has a right to rely on ordinary words addressed.”17
51. The above pronouncements make it clear that when the words
used are clear, plain and unambiguous, the courts are duty-bound
to give effect to the meaning emerging out of such plain words. The

15. (2003) 2 SCC 111.
16. 1921 SCC OnLine PC 75.
17. Wilma E. Addison v. Holly Hill Fruit Products, 322 US 607.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

intention of the legislature must be gathered from the language used
and also, the words not used. It becomes imperative to understand
those words in their natural and ordinary sense, and any interpretation
requiring for its support addition or substitution or rejection of words
as meaningless, must ordinarily be avoided.
52. Courts must always attempt to uphold a provision as it is and not
invalidate it, merely because one of the possible interpretations could
lead to such a result. When there is no ambiguity in the words used,
the question of finding a disguised intention or purpose behind the
use of a particular word (the word ‘prior’ in this case), would not
ordinarily arise.
53. The legislative intent behind inserting the proviso to Section 31(4) of
the IBC would suggest that prior approval of the CCI was specifically
mandated and it should not be seen as a flexible provision to be
ignored in certain exigencies. In fact, a contrary interpretation of the
said proviso, i.e., that the prior approval is directory, would distort
the objective for which the legislature inserted the proviso, thereby
rendering the proviso totally inconsequential.
54. In the present interpretive exercise, one also needs to be mindful
of the legal principle which says that where a statute requires one
to do a certain thing in a certain manner, it must be done in that
particular manner or not done at all. For this proposition, it would be
relevant to extract the following from the judgment in A. R. Antulay v.
Ramdas Sriniwas Nayak18:
“22…….. It is unnecessary to refer to the long line of
decisions commencing from Taylor v. Taylor [(1876) 1 Ch
D 426]; Nazir Ahmad v. King-Emperor [AIR 1936 PC 253
(2) : 63 IA 372 : (1936) 37 Cri LJ 897] and ending with
Chettiam Veettil Ammadv. Taluk Land Board [(1980) 1 SCC
499 : AIR 1979 SC 1573 : (1979) 3 SCR 839], laying down
hitherto uncontroverted legal principle that where a statute
requires to do a certain thing in a certain way, the thing
must be done in that way or not at all. Other methods of
performance are necessarily forbidden.”

18. (1984) 2 SCC 500.
1814 [2025] 1 S.C.R.

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55. The language of the proviso to Section 31(4) of the IBC appears to
be clear with no ambiguity and in those situations, all words finding
place in the provision must be given their due meaning.
56. The efforts must therefore be to construe any text, phrase and/or
proviso in a reasonable manner without going beyond the limited
range of permissibility within which the legislative meaning can be
captured. The use of the word ‘prior’ in the proviso, must be given
some meaning as by virtue of the same, the statute requires that the
act of obtaining CoC approval for the Resolution Plan must be done
in a particular manner i.e., the necessary CCI approval for Resolution
Plans containing combination proposals must be obtained prior to
such Plan, being granted the CoC’s approval.
57. The learned Solicitor General appearing for the CoC, had suggested
the interpretation by which the requirement of obtaining prior
approval from the CCI should be construed as directory. But this
would inevitably require the Court to interpret the said proviso to
mean something different than what has been expressly mentioned
in the proviso. The following decisions of this Court which support
the present proposition are reproduced for ready reference:
58. In Sri Venkataramana Devaru v. State of Mysore, the Supreme
Court held19:
“25...The language of the Article being plain and
unambiguous, it is not open to us to read into it limitations
which are not there, based on a priori reasoning as to the
probable intention of the legislature. Such intention can be
gathered only from the words actually used in the statute;
and in a court of law, what is unexpressed has the same
value as what is unintended...”
59. In Hardeep Singh v. State of Punjab, this Court held the following20:
“43. The court cannot proceed with an assumption that
the legislature enacting the statute has committed a
mistake and where the language of the statute is plain and
unambiguous, the court cannot go behind the language of
the statute so as to add or subtract a word playing the role

19. 1954 SCC OnLine SC 25.
20. (2014) 3 SCC 92.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

of a political reformer or of a wise counsel to the legislature.
The court has to proceed on the footing that the legislature
intended what it has said and even if there is some defect
in the phraseology, etc., it is for others than the court to
remedy that defect. The statute requires to be interpreted
without doing any violence to the language used therein.
The court cannot rewrite, recast or reframe the legislation
for the reason that it has no power to legislate.”
60. Significantly, the Supreme Court in Visitor, Aligarh Muslim University v.
K.S. Misra21 held:
“13…It is well-settled principle of interpretation of the statute
that it is incumbent upon the court to avoid a construction, if
reasonably permissible on the language, which will render a
part of the statute devoid of any meaning or application. The
courts always presume that the legislature inserted every
part thereof for a purpose and the legislative intent is that
every part of the statute should have effect. The legislature
is deemed not to waste its words or to say anything in
vain and a construction which attributes redundancy to
the legislature will not be accepted except for compelling
reasons. It is not a sound principle of construction to brush
aside words in a statute as being inapposite surplusage,
if they can have appropriate application in circumstances
conceivably within the contemplation of the statute...”
61. The intent of the legislature must therefore be gathered from the
words it has used in the statute. Naturally, the Court should proceed
with the assumption that no word has been used in vain or in an
inapposite manner, by the legislature.22 Courts, when confronted with
clear statutory language, derive the meaning from the words used by
the legislature and should avoid the assumption that the legislature
by inserting the proviso, using certain words at certain places and/
or not using particular words at all, committed a mistake.
62. It must be presumed that the legislature inserted every word in a
provision for a purpose and that every part of the statute should

21. (2007) 8 SCC 593.
22. Quebec Railway, Light, Heat & Power Co. v. Vandry, SCC OnLine PC 10; ESI Corpn. v. KEY DEE Cold
Storage Pvt. Ltd., (2022) 17 SCC 379; UOI v. Hansoli Devi, (2010) 15 SCC 483.
1816 [2025] 1 S.C.R.

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have effect as well.23 In that context, in situations wherein there is
no ambiguity with respect to the provisions of a statute, the Court’s
interpretative exercise would be restricted. In other words, the Court
is duty-bound to proceed on the footing that the legislature intended
what it expressed in the statute (or proviso, in this case). Beyond
that, the Court’s exercise cannot be stretched to involve a re-writing,
re-casting or re-framing of the legislation or statute.
63. In that light, while interpreting Section 2(2) of the Arbitration and
Conciliation Act, 1996, a Constitution Bench of the Supreme Court
observed that in case the legislature intended to expand the scope
of Part-I of the Act to arbitrations seated in foreign countries, it would
have added such words in the provision itself. Therefore, for the
Court to add words that are not expressly provided by the legislature
in the statute itself would tantamount to a ‘drastic and unwarranted
rewriting or alteration of the language’.24
64. Rules of interpretation permit courts to read a certain word, term or
phrase in the statute differently from its plain meaning if it leads to
absurdity but the courts must always remain conscious of the fine
dividing line, separating adjudication and legislation, which must not
be crossed. In Vemareddy Kumaraswamy Reddy v. State of A.P.25,
the Court in the context held as follows:
“15. Where, however, the words were clear, there is no
obscurity, there is no ambiguity and the intention of the
legislature is clearly conveyed, there is no scope for the
court to innovate or take upon itself the task of amending
or altering the statutory provisions. In that situation the
judges should not proclaim that they are playing the role
of a law-maker merely for an exhibition of judicial valour.
They have to remember that there is a line, though thin,
which separates adjudication from legislation. That line
should not be crossed or erased... ...
.. .. 16. Rules of interpretation do not permit courts to do
so, unless the provision as it stands is meaningless or of

23. JK Cotton Spinning & Weaving Mills Co. Ltd. v. State of Uttar Pradesh, 1960 SCC OnLine SC 16; Dilawar
Balu Kurane v. State of Maharashtra, (2002).2 SCC 135; Ramphal Kundu v. Kamal Sharma, (2004) 9
SCC 278.
24. Bharat Aluminium Co. v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552.
25. (2006) 2 SCC 670.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

doubtful meaning. Courts are not entitled to read words
into an Act of Parliament unless clear reason for it is to
be found within the four corners of the Act itself... ... ...”
65. In the present case, the use of the word ‘prior’ at the appropriate
place in the proviso besides being direct, clear and unambiguous also
does not lead to any absurd consequences. The proviso to Section
31(4) of IBC mentions that the approval to the Resolution Plan from
CCI shall be obtained ‘prior’ to its approval by the CoC. Therefore,
to interpret the specific word to mean that such an approval can be
obtained even ‘after’ and not necessarily ‘prior’ to the approval by
the CoC would amount to reconstructing a statutory provision, which
is not permissible.

Different Threshold for Combinations
66. To further fortify that the proviso has been interpreted as above in
the correct manner, an analysis of the context in which and the intent
with which the proviso to Section 31 (4) of the IBC was brought into
effect, guides us further:
67. While literal interpretation must remain the judiciary’s guiding light,
insights gained from legislative debates, committee reports and/or
historical contexts may be looked at with a degree of caution, lest
they obscure the plain meaning of the text or elevate subjective
predilections of the judge above the clear mandate of the law. Such
an inquiry into legislative history, therefore needs to be carefully
undertaken as a supplement to but not as substitute of the literal
interpretation of the statutory language, mindful of the risks of
wandering too far afield into the uncertain waters of committee
reports, memorandums and legislative debates.
68. Let us now pay attention to the Report of the Insolvency Law
Committee (dated 01.03.2018), which recommended that specific
timelines be incorporated in the IBC, to seek approval from
government authorities as well as the CCI. The relevant extracts
from the Report are as follows:
“16.1... ... However, the timeline within which such approvals
are required to be obtained, once a resolution plan has been
approved by the NCLT, has not been provided in the Code
or the CIRP Regulations. The Committee deliberated... the
Code should specify that the timelines will be specified in
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the relevant law, and if the timeline for approval under the
relevant law is less than one year from the approval of
the resolution plan, then a maximum of one year will be
provided for obtaining the relevant approvals, and section
31 shall be amended to reflect this... ...
16.3... ... Thus, as the CIRP period is sacrosanct, the
Committee, keeping in mind the practicalities of the
issue, deemed it fit to provide for a period for obtaining
the necessary approvals as mentioned in paragraph 16.1
above, after the approval of the plan by the NCLT.
16.4. However, the Committee was of the opinion that
approval from CCI may be dealt through specific regulations
for fast tracking the approval process in consultation with
the CCI. The Committee was informed that pursuant
to discussions with CCI, it has been agreed that CCI
will have a period of 30 working days for approval of
combinations arising out of the Code, from the date of
filing of the combination notice to the CCI. Further, this
timeline of 30 days may be extended by another 30 days,
only in exceptional cases. In the event that no approval or
rejection is provided by the CCI within the aforementioned
timelines, the said combination would be deemed to have
been approved. Details forms and relevant regulations in
this regard may be provided by CCI in due course of time.”
69. As can be appreciated from above, a timeline was incorporated to
plug a loophole and provide for a schedule to obtain the necessary
approvals, which was hitherto not provided. At the same time, a
distinction was drawn between necessary approvals required to be
received from different statutory bodies and regulatory authorities
vis-à-vis the CCI’s approval. In case of other statutory bodies,
a timeline of one year subsequent to the CoC’s approval of the
Resolution Plan was deemed to be sufficient, whereas the timeline
for procuring the CCI’s approval was brought ahead in the sense
that the same was required to be obtained prior to the approval of
the Resolution Plan, by the COC.
70. The statute, as can be observed, provided a different threshold for the
CCI’s approval as compared to approvals to be received from other
statutory and regulatory bodies. Such arrangement appears to be
[2025] 1 S.C.R. 1819

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

deliberate as the Competition Act contains both specific restrictions
with respect to combinations that may lead to an Appreciable Adverse
Effect on Competition (AAEC) in the relevant market as well as a
detailed procedure of enquiry and scrutiny of such combinations, to
prevent such AAEC. Based on the same, the CCI is empowered to
either approve, reject or modify such a combination or to mould it in a
manner that is in consonance with the scheme of the Competition Act.

Notes on Clauses, Memorandum & Scrivener’s Error
71. Let us now consider another aspect which is brought forth by the
learned counsel to indicate the legislative intent of the IBC. This is in
reference to the Notes on Clauses to the Insolvency and Bankruptcy
Code (Amendment) Act, 2018 which might have some significance
for the present discussion. The Notes on Clauses read as follows:
“Clause 24 of the Bill seeks to amend section 31 of the
Code to provide that the Adjudicating Authority shall, before
passing an order for approval of resolution plan satisfy
that the resolution plan has provisions for its effective
implementation and that the resolution applicant shall
obtain the necessary approvals required within a period
of one year from the date of approval of the resolution
plan by the Adjudicating Authority or within such period
as provided for in such law, whichever is later and where
it contains a provision for combination for approval of the
Competition Commission of India shall be obtained prior
to the approval of resolution plan by the committee of
creditors.”
72. The Memorandum explaining modifications made in the Bill introduced
to replace the Insolvency and Bankruptcy (Amendment) Ordinance,
2018 supplements the aforementioned Notes on Clauses, stating:
“(d) in clause 24 of the Bill, in sub-section (4) of section 31
of the Code, a new proviso is inserted “provided that where
the resolution plan contains a provision for combination
as referred to in section 5 of the Competition Act, 2002,
the resolution applicant shall obtain the approval of the
Competition Commission of India under that Act prior to
the approval of such resolution plan by the committee
of creditors” so as to clarify that the approval for the
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combinations from Competition Commission of India has
to be obtained prior to the approval of resolution plan by
the Adjudicating Authority.”
73. Both the Notes on Clauses and the Memorandum clearly mention
that the approval from the CCI for the combination must be obtained
prior to, the approval of the Resolution Plan by the CoC. However,
the last line in the Memorandum states that the same is to clarify
that the approval from CCI for the combination, shall be obtained
prior to the approval of the Resolution Plan, by the Adjudicating
Authority, instead of CoC, as mentioned in the preceding line and
also the inserted proviso. A question might therefore arise – whether
it was an inadvertent legislative error? As can be appreciated, the
erstwhile Ordinance provided for a ‘post-Adjudicating Authority’
approval stage. The Memorandum clarified that a new step had
been added at a ‘pre-Adjudicating Authority’ approval stage. It
would therefore be logical to hold that obtaining prior approval
of the CCI before the CoC approval, would seamlessly cover the
‘pre-Adjudicating Authority’ approval stage without any possible
disruption.
74. The error as noticed above, appears to have been inadvertently
made while drafting the Memorandum but this is not the case in
the drafting of the statute. The particular line in the Memorandum
could also be a Scrivener’s Error, a judicial doctrine developed in
the USA, as put forth by Mr. Parag Tripathi, learned senior counsel
for AGI Greenpac. This doctrine was explained by legal scholars in
the following terms26:
“In the literal sense, then, a “scrivener’s error” is a mistake
of transcription, which is to say a mismatch between
original (e.g., spoken word, manuscript) and copy. Today, of
course, Congress does not use actual scriveners. Indeed,
the phrase “scrivener’s error” came into popular usage
only once reliance upon scriveners was uncommon. The
phrase is thus a term of art, referring to a particular sort

26. Ryan Doerfler, The Scrivener’s Error, Northwestern University Law Review, Vol. 110 (2016); Justice
Antonion Scalia, Common Law Courts in Civil Law System: The Role of United States Federal Courts in
Interpreting the Constitution and Laws, A Matter of Interpretation: Federal Courts and the Law, 3 (Amy
Gutmann, ed., 1997).
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

of legislative mistake. Specifically, and as explained more
fully throughout Part I, a “scrivener’s error” is a case in
which the words of a legislative text diverge from what
Congress meant to say. Such a case contrasts with one in
which Congress simply should have said something else.”
75. Assuming that there is no such error in the Memorandum and therefore
the Memorandum presents a conflicting view vis-à-vis the Notes on
Clauses in explaining the legislative intent behind introducing the said
proviso, the implication thereof can be understood from the following
passage from the three Judge Bench opinion in a similar context. In
Shashikant Laxman Kale v. Union of India, the Court opined27 that
the final Act would be the guiding factor:
“20. Strong reliance has been placed on behalf of the
petitioners on the memorandum explaining the provisions
in the Finance Bill, 1987, wherein the explanatory note
relating to clause 4(a) of the Bill proposing insertion of
clause (10-C) in Section 10 of the Income Tax Act, 1961
appears under the heading ‘Welfare Measures’. It may
be mentioned that this heading is only in the explanatory
memorandum and not in the ‘Notes on Clauses’ appended
to the ‘Statement of Objects and Reasons’ of the Bill. [
See (1987) 165 ITR (Statutes) at pp. 119, 122 and 155]
We would presently show that the petitioners cannot
draw support from this heading in the explanatory
memorandum. Moreover, an explanatory memorandum
is usually ‘not an accurate guide of the final Act’. [See
Francis Bennion’s Statutory Interpretation, 1984 edn. at
p. 529].”
76. Additionally, it is not necessary to refer to Memorandum explaining
particular clauses of a Bill when the language of the provision is clear
and unambiguous, as has been held in ACG Associated Capsules v.
Commissioner of Income Tax28. In any case, a Memorandum explaining
a particular proviso stands at a lower footing when compared with
Notes on Clauses, explaining the entire amendment, especially in
cases where the language in the statute is definite and straightforward.

27. (1990) 4 SCC 366.
28. (2012) 3 SCC 321.
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In fact, the Memorandum does not even feature in the Hindi version
of the Bill whereas the Notes on Clauses elaborately explaining the
intent behind introducing each amendment, features prominently in
both the English and Hindi versions. This would also indicate that
the Memorandum can never play the decisive role.
77. More importantly, such external aids of interpretation could have
a limited role only when repugnancy within the statute fall for
consideration. But that is not the situation here as the language of
the statute is clear, specific and unambiguous.
78. The legislative intent in the proviso to Section 31(4) IBC, is in clear
and unambiguous terms. The same specifically provides for prior
approval of the CCI before the approval of the Resolution Plan, by
the COC. This provision introduced with straightforward and clear
words must be interpreted and understood as being mandatory
in nature. Otherwise the object behind the enactment of the said
proviso, would be defeated.
79. Bearing in mind the fact that the CCI is empowered to approve,
reject and/or modify a proposed combination, a Resolution Plan
approved by the CCI should only be placed before CoC. The
‘commercial wisdom’ accorded to the CoC being paramount, the
legislature in our understanding, intentionally provided for a prior
approval of the CCI with respect to Resolution Plans, containing
combination proposals.
80. Additionally, the CCI has also been empowered under Section
31(3) of the Competition Act as well as Regulation 25(1)(A) of the
Combination Regulations to direct modifications to the Resolution Plan
or a combination proposal. Therefore, the approval from CCI must
be obtained before the same is approved by the CoC. Otherwise,
an illogical situation may arise since any modifications so directed
by the CCI, would be kept out of the scrutiny of the CoC and the
CoC would be forced to exercise its commercial wisdom without
complete information.
81. It is for the above reasons that the legislature has devised a scheme
wherein the Resolution Plan with its proposed modifications must be
placed before the COC to enable it to compare all possible plans
of prospective Resolution Applicants. Only then can the CoC’s
commercial wisdom be exercised assiduously.
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82. To decide whether a particular provision should be identified as
mandatory in nature, we may benefit by referring to the following
precedents:
83. In Sharif-ud-Din v. Abdul Gani Lone, the Supreme Court held29 as
follows:
“9… In order to find out the true character of the legislation,
the court has to ascertain the object which the provision
of law in question has to subserve and its design and
the context in which it is enacted. If the object of a law
is to be defeated by non-compliance with it, it has to be
regarded as mandatory… Whenever a statute prescribes
that a particular act is to be done in a particular manner
and also lays down that failure to comply with the said
requirement leads to a specific consequence, it would be
difficult to hold that the requirement is not mandatory and
the specified consequence should not follow.”
84. The long-standing principle of the consequence of non-compliance
being the determinative factor, was later reaffirmed in several
judgments, such as Patil Automation Pvt. Ltd. v. Rakheja Engineers
Pvt. Ltd.30, Mackinnon Mackenzie & Co. Ltd. v. Mackinnon Employees
Union31, as well as Indore Development Authority v. Manoharlal.32
85. Earlier, emphasising on the consequence theory to understand the
binding nature of the statute, Justice K. Subba Rao in his majority
opinion in State of U.P. v. Babu Ram Upadhyaya33, held as follows:
“29. The relevant rules of interpretation may be briefly
stated thus : When a statute uses the word “shall”, prima
facie, it is mandatory, but the Court may ascertain the
real intention of the legislature by carefully attending
to the whole scope of the statute. For ascertaining the
real intention of the Legislature the Court may consider,
inter alia, the nature and the design of the statute, and

29. (1980) 1 SCC 403.
30. (2022) 10 SCC 1.
31. (2015) 4 SCC 544.
32. (2020) 8 SCC 129.
33. 1960 SCC OnLine SC 5.
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the consequences which would follow from construing it
the one way or the other, the impact of other provisions
whereby the necessity of complying with the provisions
in question is avoided, the circumstance, namely, that the
statute provides for a contingency of the non-compliance
with the provisions, the fact that the non-compliance with
the provisions is or is not visited by some penalty, the
serious or trivial consequences that flow therefrom, and,
above all, whether the object of the legislation will be
defeated or furthered.”
86. When a Resolution Plan containing a provision for a combination
that leads to an Appreciable Adverse Effect on Competition (AAEC)
is placed before the CoC for approval before securing prior approval
from the CCI, the Plan is incapable of being enforced or implemented.
Specific consequences in law are provided under the IBC and the
Competition Act for the same. As is clear, such a major omission
cannot be cured at a later stage. Therefore, approval by CoC to
such a deficient Resolution Plan can have no legal implications. In
the present case, the CCI-unapproved Resolution Plan does not
pass the muster. The same cannot be approved by this Court as it
is in violation of Sections 30(2)(e), 30(3), 30(4) and 34(4)(a) of the
IBC. It therefore does ‘contravene provisions of the law for the time
being in force’.

(Dis?) Harmony between Stipulated Timelines
87. On the aspect of a possible disharmony between the stipulated
timeline to be followed under the IBC and the Competition Act, the
NCLAT in the impugned order has held the proviso to Section 31(4)
of the IBC, to be directory in nature since mandatory prior approval of
the CoC, would lead to disruption in the CIRP timeline, as stipulated
under the IBC.
88. However, it must be noted that the model timelines prescribed
under any regulations, i.e., in the current case, Regulation 40A of
CIRP Regulations, cannot by any stretch, supersede a statutory
provision i.e., the proviso to Section 31(4) of the IBC. In fact, the
subordinate legislation must be interpreted in a manner that conforms
to the statute, and not the other way around, as was unacceptably
rationalised by the NCLAT.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

89. As far as the two timelines stipulated under the IBC and the
Competition Act are concerned, the same do not usually cause any
disharmony or conflict. The only exception could be in the extremely
rare circumstances discussed below, influenced by external factors.
But such extreme and unlikely situations cannot and should not be
allowed to influence our interpretative exercise on the functioning of
the legislative framework which will fit in with most cases.
90. In that context, the timeline of 210 days as stipulated under the
Competition Act would be attracted only in cases which involve an
extremely high degree of AAEC, mostly indicative of a complicated
super-monopolistic behemoth. In fact, it must be borne in mind that
CCI itself in its Annual General Report for the year 2022–2023
stated that the average time required to dispose of combination
applications, is usually 21 working days. There has been no recorded
instance till date where, more than 120 days were taken by the
CCI to approve a combination proposal. Additionally, of the 99
combination proposals approved by the CCI, an overwhelming 85
of those were approved within 30 days and the rest 14 approvals
took less than 120 days in toto. Therefore, the extreme and rare
examples projected by the counsel for AGI Greenpac and CoC
need not be given undue importance, in the present interpretative
exercise.
91. In the rare extreme cases involving a high degree of AAEC, public
consultation and behavioural remedies are ordinarily required,
which might lead to an elongated timeline going beyond 120 days.
However, only one such combination proposal has been received
in the past few years.
92. In the context of arguments that have been made on the disharmony
between the two timelines, reference must also be made to Section
6(2) of the Competition Act. The same is reproduced as follows:
“6(2). Subject to the provisions contained in sub-section
(1), any person or enterprise, who or which proposes
to enter into a combination, 13 [shall] give notice to the
Commission, in the form as may be specified, and the
fee which may be determined, by regulations, disclosing
the details of the proposed combination, within14 [thirty
days] of—
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1. (a) approval of the proposal relating to merger or
amalgamation, referred to in clause (c) of section 5,
by the board of directors of the enterprises concerned
with such merger or amalgamation, as the case may
be;
2. (b) execution of any agreement or other document
for acquisition referred to in clause (a) of section 5
or acquiring of control referred to in clause (b) of
that section.
15[(2A)No combination shall come into effect until two
hundred and ten days have passed from the day on
which the notice has been given to the Commission
under sub-section(2) or the Commission has passed
orders under section 31, which- ever is earlier.]”
93. The point at which the applicant is allowed to give notice to CCI of a
combination, i.e., the trigger event, need not therefore be limited to
when the Resolution Plan is submitted to the Resolution Professional.
On the contrary, such notice can be given immediately after or
within thirty (30) days of the execution of ‘any agreement’ or ‘other
document’, disclosing details of the proposed combination. Regulation
5(8) of the CCI (Procedure in regard to the Transaction of Business
relating to Combinations) Regulations, 2011 defines ‘other document’
as including any document conveying an agreement or decision to
acquire control over a target company. Therefore, the submission of
an application before the CCI can be done at different stages and
need not necessarily wait until the Resolution Plan is submitted.
94. The argument that the application to obtain approval from the CCI
can only be submitted at the stage when the Resolution Plan is
submitted i.e., T + 135 days, in the timeline would be erroneous
and unacceptable. The application under the statutory scheme,
can be submitted at various stages, including but not limited to, at
the time of Expression of Interest i.e.., T + 60 days, or issuance
of RFRP i.e., T + 105 days, or even when the list of provisional
Resolution Applicants is published i.e., T + 85 days. Taking this
into account, submitting the combination proposal before the CCI at
either of these stages, would have still resulted in the culmination
of the entire process, within the stipulated time limit of 330 days,
under the IBC.
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95. On the upper limit of 330 days within the CIRP timeline, it has been
pertinently this Court in Committee of Creditors of Essar vs. Satish
Kumar Gupta observed the following34:
“124. Given the fact that timely resolution of stressed
assets is a key factor in the successful working of the
Code, the only real argument against the amendment is
that the time taken in legal proceedings cannot ever be
put against the parties before NCLT and NCLAT based
upon a Latin maxim which subserves the cause of justice,
namely, actus curiae neminem gravabit.
127… Given the fact that the time taken in legal
proceedings cannot possibly harm a litigant if the
Tribunal itself cannot take up the litigant’s case within
the requisite period for no fault of the litigant, a provision
which mandatorily requires the CIRP to end by a certain
date — without any exception thereto — may well be
an excessive interference with a litigant’s fundamental
right to non-arbitrary treatment under Article 14 and
an excessive, arbitrary and therefore unreasonable
restriction on a litigant’s fundamental right to carry on
business under Article 19(1)(g) of the Constitution of
India. … while leaving the provision otherwise intact, we
strike down the word “mandatorily” as being manifestly
arbitrary under Article 14 of the Constitution of India
and as being an excessive and unreasonable restriction
on the litigant’s right to carry on business under Article
19(1)(g) of the Constitution. The effect of this declaration
is that ordinarily the time taken in relation to the corporate
resolution process of the corporate debtor must be
completed within the outer limit of 330 days from the
insolvency commencement date, including extensions and
the time taken in legal proceedings. However, on the facts
of a given case, if it can be shown to the Adjudicating
Authority and/or Appellate Tribunal under the Code that
only a short period is left for completion of the insolvency
resolution process beyond 330 days, and that it would

34. (2020) 8 SCC 531.
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be in the interest of all stakeholders that the corporate
debtor be put back on its feet instead of being sent into
liquidation and that the time taken in legal proceedings is
largely due to factors owing to which the fault cannot be
ascribed to the litigants before the Adjudicating Authority
and/or Appellate Tribunal, the delay or a large part thereof
being attributable to the tardy process of the Adjudicating
Authority and/or the Appellate Tribunal itself, it may be
open in such cases for the Adjudicating Authority and/or
Appellate Tribunal to extend time beyond 330 days... ...”
96. The attempt must therefore be to conclude the entire process of
insolvency, ‘ordinarily’ within 330 days but in rare circumstances,
the same can be elongated, particularly when the delay cannot be
ascribed to the applicants or parties involved but the tardy process
of the Tribunal or the Adjudicating Authority.
97. However, if notice for the proposed combination under Section 6(2)
of the Competition Act has been given within the stipulated time and
no dilatory tactics have been employed, the parties should not be
held responsible for any delay on the part of the CCI, in examining
the combination. The CCI, as their counsel Mr. Balbir Singh points
out, has been able to approve bulk of the proposed combinations,
in a time-bound and reasonable manner, as can be gleaned from
the Annual General Reports and material placed on record, by
Mr. Singh.
98. In the present case, even though dilatory tactics are said to have
been adopted in the submission of notice under the Combination
Regulations, with Form II submitted on 03.11.2022, the combination
was approved on 15.03.2023 i.e., within 132 days. The recent
Competition (Amendment) Act, 2023 which reduced the timeline for
approving combination proposal from 210 days to 150 days and
requiring the CCI to give a prima facie opinion on the likelihood of a
combination causing an Appreciable Adverse Effect on Competition
(AAEC) from 30 days to 15 days, is indicative of the more realistic
and shorter timelines that the CCI ordinarily requires for its analysis
and decision-making, pertaining to such combination proposals.
99. Flowing from the above, it is difficult to interpret the provisions
disjunctively, as has been done by the NCLAT, in the impugned
order dated 18.09.2023.
[2025] 1 S.C.R. 1829

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Distinguishing cases relied upon by the NCLAT
100. The NCLAT in its analysis placed heavy reliance on the decision
of the three-judge bench of the NCLAT in Arcelor Mittal India Pvt.
Ltd. v. Abhijit Guhathakurta35. However, this reliance is misplaced,
as the factual and legal context of that case materially differs from
the present matter.
101. For instance, the CIRP in Arcelor commenced prior to the introduction
of the proviso to Section 31(4) of the IBC. The NCLT, in Arcelor,
explicitly held that the proviso could not be applied retrospectively,
given that it imposed an additional procedural obligation requiring
resolution applicants to furnish CCI approval, prior to submitting a
Resolution Plan. As such, the amendment was deemed inapplicable to
the CIRP initiated before the enactment of the proviso. In contrast, the
CIRP in the present case was initiated post-enactment of the proviso,
rendering the procedural requirements therein, fully applicable.
102. In fact, if we look at the impugned NCLAT reasoning it can be noticed
that the NCLT in Arcelor implicitly mentioned that the clear change
in procedure i.e., obtaining the prior approval of the CCI, has to
be implemented prospectively. However, this additional procedural
obligation cannot be imposed retrospectively in that particular case.
103. Also in that case, the CCI’s approval did not address issues relating
to a potential Appreciable Adverse Effect on Competition (AAEC)
in the relevant market. The approval so granted by the CCI did not
impose any modifications to the Resolution Plan either. On the other
hand, the present case involves substantive concerns regarding an
Appreciable Adverse Effect on Competition (AAEC), which required
CCI’s careful consideration and proposed modifications if any, to
ensure compliance with appropriate laws.
104. Importantly, the Arcelor judgment lacks detailed reasoning or analysis
by which the NCLAT concluded that the proviso to Section 31(4)
is only directory. Further, this judgement was also not challenged
before this Court. Consequently, its precedential value in the present
context is limited, and it cannot be relied upon to determine the
issues arising in this appeal.

35. 2019 SCC OnLine NCLAT 920.
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105. The reliance on the decision in Makalu Trading Ltd. v. Rajiv
Chakraborty 36, is equally misplaced, as the judgment merely
reiterates the findings in Arcelor Mittal, without any independent
analysis or discussion on the merits of the relevant legal propositions.
Pertinently, Makalu does not address the applicability of the proviso
to Section 31(4) of the IBC, or engage with the legal or factual
nuances, that may distinguish the cases.
106. Further, it does not also discuss the object behind the IBC or the
introduction of the proviso. In fact, the CCI approval in Makalu does
not pertain to a situation where a prima facie opinion regarding
the existence of an AAEC was formed. The absence of such
consideration underscores the limited relevance of the decision to
the present matter where, significant issues pertaining to both the
IBC and Competition law have been raised, requiring a thorough
examination of the CCI’s observations and the implications of its
approval.
107. As such, the precedential value of Makalu is insufficient, to support
the NCLAT findings in the present matter, although Makalu’s decision
was challenged before this Court and was dismissed vide Order
dated 12.10.2020, as not involving any substantial question of law.
However, it is well-settled that the dismissal of an SLP in limine
without giving any detailed reasons do not constitute any declaration
of law or binding precedent, but simply implies that the case was
not considered worthy of examination for a reason, other than on
merits.37
108. Besides, Vishal Vijay Kalantri v. Shailen Shah38 was also relied
on by the NCLAT, which again is entirely misplaced as the factual
and legal circumstances in that case differ fundamentally from the
present matter. On the issue of the proviso to Section 31(4) of the
IBC being directory in nature, Vishal Vijay Kalantri merely follows
the earlier discussed and discarded ratio, in Arcelor Mittal.
109. The question of obtaining approval from the CCI did not arise in that
case, as the acquisition in question, did not qualify as a ‘combination’

36. 2020 SCC OnLine NCLAT 643.
37. Supreme Court Employees’ Welfare Association v. Union of India, (1989) 4 SCC 187; State of Orissa v.
Dhirendra Sundar Das, (2019) 6 SCC 270.
38. 2020 SCC OnLine NCLAT 1013.
[2025] 1 S.C.R. 1831

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under the Competition Act, 2002. Consequently, the legal principles
concerning the necessity of CCI approval and the implications of
such approval, particularly in cases involving the possibility of an
AAEC, were not addressed or analysed in that decision. This was
challenged before a two-Judge Bench of this Court which found no
reason to interfere and dismissed the Appeal at the threshold, vide
Order dated 06.08.2021.
110. Therefore, the impugned NCLAT order incorrectly relied upon the
aforementioned NCLAT decisions. Being distinguishable, those
decisions could not have been unreservedly applied, to the present
matters. Reliance on those decisions in different context, both on
facts and on law, would lead to an erroneous interpretation on the
applicability of the proviso to Section 31(4) of the IBC.

Relevance of CCI & its scrutiny
111. Even if the proviso to Section 31(4) of the IBC is kept aside, by
virtue of the provisions incorporated under Sections 30(2)(e),
30(3) and 31(1) of the IBC, the Resolution Professional has the
legal obligation to examine each Resolution Plan and determine
whether it contravenes any provisions of law for the time being
in force. In this context, the relevant extracts from the IBC are
reproduced below:
S. 30 of the Code states:
“30. Submission of resolution plan. — (1) A resolution
applicant may submit a resolution plan along with an
affidavit stating that he is eligible under Section 29-A to
the resolution professional prepared on the basis of the
information memorandum.
(2) The resolution professional shall examine each
resolution plan received by him to confirm that each
resolution plan—
…(e) does not contravene any of the provisions of the
law for the time being in force
…
(3) The resolution professional shall present to the
committee of creditors for its approval such resolution
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plans which confirm the conditions referred to in sub-
section (2).
…
(6) The resolution professional shall submit the resolution
plan as approved by the committee of creditors to the
Adjudicating Authority.”
S. 31 of the Code states:
“31. Approval of resolution plan.—(1) If the Adjudicating
Authority is satisfied that the resolution plan as approved
by the committee of creditors under sub- section (4) of
Section 30 meets the requirements as referred to in
sub-section
(2) of Section 30, it shall by order approve the resolution
plan which shall be binding on the corporate debtor and
its employees, members, creditors, including the Central
Government, any State Government or any local authority
to whom a debt in respect of the payment of dues
arising under any law for the time being in force, such as
authorities to whom statutory dues are owed, guarantors
and other stakeholders involved in the resolution plan:
Provided that the Adjudicating Authority shall, before
passing an order for approval of resolution plan under this
sub-section, satisfy that the resolution plan has provisions
for its effective implementation.
…”
112. The extracts of the Competition Act relevant for the present discussion
is reproduced below for ready reference:
6. Regulation of combinations. — (1) No person or
enterprise shall enter into a combination which causes
or is likely to cause an appreciable adverse effect on
competition within the relevant market in India and such
a combination shall be void.
(2) Subject to the provisions contained in sub-section (1),
any person or enterprise, who or which proposes to enter
into a combination, shall give notice to the Commission,
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in the form as may be specified, and the fee which may
be determined, by regulations, disclosing the details of
the proposed combination, within thirty days of—
…
(b) execution of any agreement or other document for
acquisition referred to in clause (a) and clause (d) of
Section 5 or acquiring of control referred to in clause (b)
of that section.
(2-A) No combination shall come into effect until two
hundred and ten days have passed from the day on which
the notice has been given to the Commission under sub-
section (2) or the Commission has passed orders under
Section 31, whichever is earlier.
(3) The Commission shall, after receipt of notice under
sub-section (2), deal with such notice in accordance with
the provisions contained in Sections 29, 30 and 31.
…”
31. Orders of Commission on certain combinations. —
(1) Where the Commission is of the opinion that any
combination does not, or is not likely to, have an
appreciable adverse effect on competition, it shall, by
order, approve that combination including the combination
in respect of which a notice has been given under sub-
section (2) of Section 6:
(2) Where the Commission is of the opinion that the
combination has, or is likely to have, an appreciable
adverse effect on competition, it shall direct that the
combination shall not take effect.
(3) Where the Commission is of the opinion that the
combination has, or is likely to have, an appreciable
adverse effect on competition but such adverse effect can
be eliminated by suitable modification to such combination,
it may propose appropriate modification to the combination,
to the parties to such combination.
…
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(11) If the commission does not, on the expiry of a period
of two hundred and ten days from the date of notice given
to the commission under sub-section (2) of Section 6, pass
an order or issue direction in accordance with provisions
of sub-section (1) or sub-section (2) or sub-section (7),
the combination shall be deemed to have been approved
by the Commission.
…
(13) Where the Commission has ordered a combination
to be void, the acquisition or acquiring of control or
merger or amalgamation referred to in Section 5, shall be
dealt with by the authorities under any other law for the
time being in force as if such acquisition or acquiring of
control or merger or amalgamation had not taken place
and the parties to the combination shall be dealt with
accordingly.…”
113. When the aforementioned provisions of the IBC and the Competition
Act are juxtaposed together, it is clear that any combination that
leads to an Appreciable Adverse Effect on Competition in the
relevant market, is void. Any Resolution Plan containing provisions
for a combination that results in an Appreciable Adverse Effect on
Competition would therefore be not compliant with the provisions of
the Competition Act. In that light, the Competition Act mandates that
a notice of combination be given to the CCI and approval obtained
at the earliest.
114. The provisions also make it incumbent upon the Resolution
Professional to examine whether the Resolution Plan submitted by
an applicant, complies with the ‘provisions of the law for the time
being in force’. Only those Resolution Plans which meet the requisite
lawful criteria, can be placed before the CoC, by the Resolution
Professional. Further, the Competition Act bestows upon the CCI
the power to reject or modify a combination proposal.
115. In the above backdrop, prior approval of the CCI should advisedly
be secured for the Resolution Plans which are to be scrutinised and
approved by the CoC i.e., the body with expertise and resources
to appropriately analyse the possible effects of an Appreciable
Adverse Effect on Competition (AAEC), in the relevant market due
[2025] 1 S.C.R. 1835

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

to a proposed combination as well as the viability of the concerned
Resolution Plan. If prior approval of the CCI is not obtained, it may
lead to an incongruous situation where the CoC approves a Resolution
Plan which may be in violation of Section 6 of the Competition Act
i.e., causing an AAEC in the relevant market or that subsequent to
such approval by CoC, the CCI rejects the said combination, thereby
rendering the entire exercise futile. In other words, the Resolution
Professional should not place any Resolution Plan before the CoC,
without the scrutiny of and prior approval by CCI.
116. In any case, it is well-settled that the Resolution Professional does
not possess any adjudicatory powers under the IBC.39 In fact, the
role of the Resolution Professional, as a facilitator of the CIPR, is
almost entirely administrative in nature. Therefore, the Resolution
Professional, not being an adjudicating authority, could not have
mandated that the requirement of obtaining prior approval of the
CCI before placing the Resolution Plan before the NCLT, can be
relaxed. Granting such relaxation on a whim, oddly enough through
an e-mail in the present case, was in our opinion beyond the scope
of the Resolution Professional’s powers.
117. In the current case, a prima facie opinion under Section 29(1) of
the Competition Act was found to the effect that AGI’s Resolution
Plan, as approved by the CoC, was in contravention of Section 6 of
the Competition Act. Only after the proposed divestment proposed
by AGI Greenpac, did the CCI approve the proposed combination.
Importantly, much before the proposed divestment and the approval
to such combination was given by the CCI, the Resolution Plan
was placed, voted upon and approved by the CoC. Therefore, it is
apparent that AGI Greenpac’s Resolution Plan as approved by the
CoC was without the requisite approval of the CCI on that date.
Therefore this would be in contravention of Section 6(1) of the
Competition Act for the combination in question.
118. What is also of great relevance is that after the COC’s approval,
the Resolution Plan cannot be modified in any manner since the
Adjudicating Authority can only approve the Resolution Plan, as has
been approved by the CoC. This is made clear by Section 31(1)
of the IBC.

39. Swiss Ribbons Pvt. Ltd. v. Union of India, (2019) 4 SCC 17.
1836 [2025] 1 S.C.R.

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Procedural Lapses under the Competition Act
119. Before delving into the substantive aspects of the Competition
law, the relevant facts and procedural trajectory that lead to the
present appeal needs to be referred. Upon AGI Greenpac’s Form I
submission on 27.09.2022, the CCI found the information submitted
to be insufficient and directed them to file a detailed Form II. On
15.03.2023, the CCI approved the proposed combination, predicated
upon voluntary modifications offered by AGI Greenpac, including the
divestment of an HNGIL plant located in Rishikesh, to mitigate the
Appreciable Adverse Effect on Competition (AAEC).
120. Vide its Order dated 28.07.2023, the NCLAT upheld the CCI’s
conditional approval, holding that the voluntary remedies sufficiently
mitigated competitive concerns and that the absence of notice to
HNGIL did not vitiate the approval, especially given the RP’s non-
objections.
121. The interplay between the IBC and the Competition Act presents a
delicate balance. While the IBC focused on expeditious revival of
distressed assets, the Competition Act ensures that the resolution
process does not distort market dynamics. The critical regulatory
risk that emerges at this intersection is the issue of gun-jumping
- a term, denoting premature or unauthorised consummation of a
transaction, prior to obtaining mandatory approvals from the CCI.
122. The Competition Act operates on a suspensory regime, under which
no transaction involving a combination can be completed, without
prior approval from the CCI. Such mandate ensures that competitive
equilibrium in the market is not disrupted during the CIRP. In fact,
Section 43A of the Act prescribes severe penalties for any attempt
to consummate the transaction, prior to securing the CCI’s approval.
123. Bearing in mind the above discussion, it appears that several
procedural deficiencies have occurred in the approval process of
the combination.
124. Section 29(1) of the Competition Act and Regulation 2(f) of the
Competition Regulations, 2011 mandate the issuance of a Show
Cause Notice [hereinafter referred to as ‘SCN’] to the ‘parties to
the combination’ if and when the CCI forms a prima facie opinion
that a combination is likely to cause or has caused Appreciable
Adverse Effect on Competition (AAEC), within the relevant market.
[2025] 1 S.C.R. 1837

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

The term ‘parties to the combination’ as explicitly defined under
Regulation 2(f) includes both entities entering into the combination
and the combined entity, if the combination has come into effect.
125. In the present case, it is evident that the CCI, while exercising its
powers under Section 29(1), failed to issue the mandatory SCN
to all relevant parties, most notably, the target company itself i.e.,
the HNGIL. The SCN dated 10.02.2023 was issued only to the
acquirer company i.e., in the present case, AGI Greenpac, although
the involvement of both parties is integral, to the assessment of
potential AAEC, in the relevant market. This omission constitutes
a major procedural lapse, as the law clearly requires all parties
to the combination to be notified of such finding by the CCI. The
opportunity to respond must also be given to them.
126. The CCI was obligated to issue an appropriate SCN to both the
acquirer and the target. The term ‘to the parties to the combination’
cannot be restricted to the proposed acquirer alone. The finding of
the NCLAT on this aspect is therefore not to be faulted.
127. The statutory requirement under Section 29 and Regulation 2(f)
could not be bypassed and for this omission. the CCI’s order (dated
15.03.2023) was procedurally deficient, undermining the fairness
and completeness of the investigative process. The importance of
adhering to the procedural safeguards enshrined in the Act is to
ensure that all parties to a combination, are given due notice and
an opportunity to present their respective case. Sections 29 and
30 of the Competition Act, 2002 when read holistically, delineate
a structured procedural roadmap that the CCI must traverse when
it scrutinises combinations that may exert an Appreciable Adverse
Effect on Competition (AAEC) in the relevant market.
128. Apart from mandating the issuance of a SCN to the concerned parties,
upon the formation of a prima facie opinion that the combination in
question warrants investigation, the statutory obligations in the form
of Sections 29(2) to 29(6) outline the consequential steps, aimed
at gathering comprehensive data from not just the acquirer and
the target company, but also from other stakeholders, potentially
impacted by the combination. The legislative wisdom embedded
within these provisions attempts to recognise the ripple effects of
the existence of an Appreciable Adverse Effect on Competition
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in a market, which would transcend the immediate parties to the
transaction, thereby necessitating a broader consultation and data
collection process.
129. Further clarity on this procedural rigour is provided by Section 30,
which explicitly directs that the prima facie opinion formed under
Section 29(1) must guide subsequent steps under Section 29. The
procedural design mandates an expansive fact-finding mission,
including consultation with stakeholders and detailed scrutiny,
to ensure that the combination either withstands the muster of
competitive fairness or is modified to avert any deleterious market
impact.
130. A compelling aspect of this statutory scheme is the deliberate
use of the term ‘investigation’ in Section 29, contrasting sharply
with ‘inquiry’ as employed in Section 26, which pertains to anti-
competitive agreements and abuse of dominant market position.
This Court in CCI v. Steel Authority of India Ltd.40 drew a pivotal
distinction between these terms, underscoring that ‘investigation’
is a far-reaching exercise of evidence-gathering and fact-finding,
especially when compared to an ‘inquiry’. Such an investigation,
as per the mandate of Section 29(1A), is to be executed under the
aegis of the Director-General, thereby reaffirming the seriousness
of the scrutiny, envisaged in cases of combinations.
131. In the present matter, the procedural sanctity prescribed under the
scheme has been regrettably disregarded, with the Commission
failing to solicit inputs from public, affected stakeholders and those
likely to be affected by such combination under Section 29(2). This
omission not only contravenes the statutory intent but also diminishes
the transparency and inclusivity that underpin the review mechanism
for combinations. The legislative scheme unambiguously envisions
an investigation that encompasses a wide array of stakeholders, as
combinations inherently possess the potential to reshape market
dynamics in ways that ripple across the competitive landscape.
132. The reasoning advanced by the CCI to avoid the issuance of SCN
to HNGIL under Section 29(1) is unacceptable. Only because the
Resolution Professional did not object to the same does not override
the statutory requirements prescribed under the scheme of the Act,

40. (2010) 10 SCC 744.
[2025] 1 S.C.R. 1839

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

especially because the target company’s participation is central to
assessing the competitive impact of the combination.
133. While the term ‘parties’ may appear broad and/or encompassing
all related entities associated with the combination, such an
interpretation cannot dilute the inherent plurality attached to the
word ‘parties’, as explicitly stated in the Competition Act and its
Regulations. The use of the plural form signifies a clear legislative
intent to address not just one entity but multiple parties directly
involved in the combination process, including but not limited to the
acquirer, the target, and, where applicable, the combined entity, if
the combination has come into effect.
134. Plurality of entities ensures that all perspectives, interests, and
potential implications are considered in assessing the combination’s
impact on competition. The exclusion of the target company from
the scope of parties especially in cases of insolvency where the
target retains critical relevance, would undermine the procedural
safeguards, designed to achieve transparency and fairness. The
term ‘parties’ must be understood to cover both entities participating
in and directly affected by the combination, ensuring the integrity of
competition assessment and compliance with statutory provisions
under Sections 29(1) and 29(2). To argue otherwise would not
only mutilate the term ‘parties’ but would also result in procedural
lapses and incomplete analysis, defeating the very purpose of the
regulatory oversight.
135. Those identified lapses demonstrate a departure from the procedural
rigour, mandated under the Competition Act. Such deviations, if
permitted, would end up compromising on the transparency and
fairness requirement in a regulatory process. The failure to adhere
to the procedural requirements of Sections 29(2) to 29(6) read with
Section 30 of the Competition Act, undermines the robustness of the
investigative process, rendering the CCI order (dated 15.03.2023),
susceptible to a bona fide challenge.
136. In light of the voluntary modification proposed by the acquirer i.e.,
AGI Greenpac, pursuant to Regulation 25(1A) of the Competition
Commission of India (Procedure in Regard to the Transaction of
Business Relating to Combinations) Regulations, 2011 [hereinafter
referred to ‘Combination Regulations’], the aforementioned
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Regulation 25(1A) unequivocally mandates that a voluntary
modification submitted to the CCI, must bear the imprimatur of both
parties to the combination, namely, the acquirer and the target. This
statutory requirement is not just a procedural formality. It is in fact
a substantive safeguard, designed to ensure that interests of all
stakeholders are duly represented and protected. In the present
matter, the proposed modification seeks the divestment of the Target’s
plant, a move that inherently attracts the provisions of the IBC. The
active participation and explicit approval of the target company are
indispensable pre-requisites, to the submission of any voluntary
modification and steps to the contrary, cannot be countenanced.
137. Furthermore, the legislative intent underpinning Regulation 25(1A)
necessitates a holistic and inclusive approach to such modifications,
particularly where the proposed measures, impinge upon the
operational and structural integrity of the target company. The facts
of this case underscore the criticality of this requirement, as the
proposed divestment scheme is a vital component of the revival
of the stressed target company under the resolution framework
contemplated by the IBC.
138. As earlier noticed, the failure to issue a SCN under Section 29(1)
to the Target Company/Corporate Debtor, constitutes a major
procedural lapse with significant consequence. The statutory scheme
of the Competition Act, as well as the synergistic framework of
the IBC, demands that all parties to the combination are afforded
a fair opportunity to participate in the decision-making process,
particularly when the proposed measures bear a direct and material
impact on their interests. The absence of such notice undermines
the procedural sanctity of the modification process and renders the
resultant approval susceptible to bona fide challenge.
139. The issuance of SCN to both the acquirer and the target under Section
29(1) of the Competition Act in our opinion, is a non-negotiable
procedural imperative. The interplay between the provisions of the
Competition Act and the IBC necessitates a careful balancing of
competing interests, underscoring the indispensability of procedural
compliance. The lack of participation by the Target in the voluntary
modification process, especially where the modification entails the
divestment of their assets, vitiates the approval granted by the CCI
and warrants remedial intervention by this Court.
[2025] 1 S.C.R. 1841

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Discrepancies in Data
140. Mr. Rajshekhar Rao, learned senior counsel, had highlighted material
discrepancies in the operational capacity data furnished by AGI
Greenpac and HNGIL, including but not limited to:
140.1. Bahadurgarh Plant: While the capacity reported to the CCI
was 490 TPD, the Resolution Plan records it as 820 TPD.
140.2. Puducherry Plant: Different figures have been submitted,
casting doubt on the authenticity and reliability of the data.
140.3. Aggregate Impact: Such discrepancies misrepresent the
competitive dynamics and render the divestiture conditions
inadequate to mitigate AAEC concerns.
141. Similar variances are observed across multiple plants. These
discrepancies undermine the credibility of the data, relied upon for
regulatory approvals, raising serious questions about the adequacy
of the divestiture plans as well.
142. Any particular decision by a regulatory body is only as sound
as the foundation of facts and the data, on which it is founded.
The discrepancies noted above are glaring and distort the factual
matrix of the case, undermining the basis on which competitive
assessments and market dynamics, were evaluated. It is a cardinal
principle of regulatory jurisprudence that decisions impacting
market structures must be anchored in verifiable and transparent
information. Here, the inconsistent capacity figures as pointed out by
Mr. Rao significantly dilute the effectiveness of divestiture remedies,
potentially exacerbating rather than mitigating the anti-competitive
effects.
143. Transparent and accurate data disclosures are fundamental to the
regulatory mechanism. The identified discrepancies compromise the
very basis of the CCI’s decision-making process. It is imperative
to therefore underscore that discrepancies in operational capacity
data would strike at the very root of the regulatory mechanism.
While we do not intend to embark on a fact-finding expedition
afresh, the prima facie inconsistencies in the submitted data ought
to have been examined with greater care by the NCLAT. But this
was not done. Consequently, the conditional approval should have
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been revoked, especially in light of the CCI’s express mention in
its order (dated 15.03.2023) that the order may be revoked if the
information provided by the acquirer is found to be incorrect at any
particular time.

Practical Challenges with Conditional Approvals
144. Conditional approvals, by their very nature, necessitate rigorous
and ongoing enforcement to ensure compliance with the prescribed
conditions in both letter and spirit. For the AGI Greenpac-HNGIL
combination, the absence of a robust and comprehensive monitoring
mechanism reveals a significant lacuna within the regulatory
framework. Such deficiencies pose considerable risk of non-
compliance or deliberate circumvention, thereby defeating the entire
purpose of imposing these conditions. The systemic inefficiencies
apparent in this instance highlight the existing fragility of conditional
approvals when not accompanied with robust enforcement
mechanisms.
145. Furthermore, conditional approvals are fundamentally ill-equipped to
mitigate the risks that manifest during the interim period, preceding
the full implementation of remedial measures. The underlying
assumption that post-approval remedies will rectify present
market distortions, fails to account for the practical challenges and
complexities associated with enforcing such remedies, retroactively.
This approach creates an enforcement lag that can result in significant
and potentially irreparable harm to the competitive landscape and the
interests of the stakeholders. The temporal gap between the grant
of approval and the implementation of effective remedies fosters
a regulatory vacuum, thereby exacerbating the likelihood of anti-
competitive conduct, during this transitional phase. The failure to
mitigate present risks undermine the efficacy of conditional approvals
and their intended regulatory objectives.
146. The absence of mandatory oversight mechanisms, such as third-
party audits or independent verifications, creates loopholes for the
circumvention of regulatory conditions. For example:
146.1. A divestiture mandate may fail to achieve its intended purpose
if the acquiring party lacks the operational capacity or genuine
strategic intent to effectively compete in the market.
[2025] 1 S.C.R. 1843

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

146.2. Structural remedies, such as the sale of plants or other
assets, may lead to unanticipated or unintended market
gaps, if compliance monitoring remains inadequate.
147. In essence, the conditional approval granted by the CCI is predicated
on the presumption of future compliance. While the legislative intent
behind CIRP is to create a process characterised with finality and
decisiveness, conditional approval appears to be a perilous deviation
from the stated objectives. As underscored in the CCI’s conditional
approval order, the order remains subject to revocation if the
information furnished by the parties is later found to be inaccurate.
This acknowledgment, however, exposes the system’s vulnerability to
abuse or misrepresentation, particularly in the absence of a system,
enforcing checks and balances. Further, such a conditional approval
can foster uncertainty, prolong negotiations, and necessitate further
modifications, thereby putting at peril the sanctity of the resolution
framework.41

Conclusion
148. As India aspires to establish itself as a global manufacturing
powerhouse and investment hub, it is imperative that it is able to
provide a reliable, robust and competitive business environment
for both domestic and international stakeholders. In essence, the
introduction of the Green Channel route, which strives to create a
level-playing field and enable new entrants to effectively compete
with established players in the Indian market, is a significant step in
that direction. However, to ensure that entities operate with utmost
confidence in the sanctity and fairness of India’s legal and regulatory
system, the objectives of the IBC and the Competition Act must also
necessarily be in harmony with one another.
149. Within that context, while the IBC’s primary objective is the timely
resolution of stressed assets with maximised value realisation for the
stakeholders, the significant delay seen in the present case is both
unfortunate and regrettable. Nevertheless, expeditious resolution
cannot come at the cost of disregarding statutory provisions.

41. Ebix Singapore Pvt. Ltd. v. CoC of Educomp Solutions Ltd., (2022) 2 SCC 401.
1844 [2025] 1 S.C.R.

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Providing relief for stressed assets must necessarily align with the
statutory framework, as adherence to legal principles is fundamental
to a fair and just resolution process.
150. In the present case, for reasons discussed above, the statutory
provision and legislative intent unequivocally affirm the mandatory
nature of the proviso to Section 31(4) of the IBC. For a Resolution
Plan containing a combination, the CCI’s approval to the Resolution
Plan, in our opinion, must be obtained before and consequently,
the CoC’s examination and approval should be only after the CCI’s
decision. This interpretation respects the original legislative intent,
and deviation from the same would not only undermine the statute
but would also erode the faith posed by the stakeholders in the
integrity of our legal and regulatory framework.
151. Where the provisions allow for dilution or departure from the intended
scheme of the IBC or the Competition Act, it is the responsibility of
the legislature to rectify such inconsistencies through appropriate
legislative measures and the judiciary should not normally venture
into the legislative domain.
152. Further, the indispensability of procedural safeguards as an integral
component of a just legal order must be given its due weight,
especially as procedural requirements are not mere formalities to be
circumvented for expediency but substantive protections designed
to ensure fairness and transparency. In that light, the procedural
lapses with respect to objections to the proposed combination and the
consequent divestiture modification proposed within the framework
of the Competition Act, 2002, seriously vitiated the integrity of the
process. It is therefore reiterated and reinforced that adherence to
procedural propriety is non-negotiable and that the ends cannot
justify the means.
153. By upholding the mandatory nature of the statutory provision and
emphasising upon the critical importance of procedural safeguards,
the principle of rule of law is upheld in alignment with global best
practices which underscore fairness, predictability and transparency.
Such an approach not only reinforces the integrity and credibility
of the legal framework but also highlights India’s commitment to
fostering a regulatory environment, which is conducive to both
business and innovation. Additionally, it also ensures the protection
[2025] 1 S.C.R. 1845

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

and enforcement of rights in an equitable manner, free from bias
or favouritism.
154. Therefore, a balance between the need for expeditious relief
and adherence to the statutory framework must necessarily be
maintained, in order to ensure that the objectives of both, the IBC
and the Competition Act are met in a manner that supports India’s
long-term economic aspirations.
155. The upshot of the above discussion are the following orders:
155.1. The AGI Greenpac’s Resolution Plan is unsustainable as it
failed to secure prior approval from the CCI, as mandated
under the proviso to Section 31(4) of the IBC. Consequently,
the approval granted by the CoC to the Resolution Plan dated
28.10.2022 without the requisite CCI approval, cannot be
sustained and is hereby set aside and quashed.
155.2. Any action taken pursuant to the Resolution Plan shall stand
nullified, and the rights of all stakeholders shall be restored
as per status quo ante, prior to the approval of the Resolution
Plan by the CoC on 28.10.2022.
155.3. Consequently, the CoC shall reconsider the Appellant’s
Resolution Plan and any other Resolution Plans which
possessed the requisite CCI approval as on 28.10.2022
i.e., the date on which the CoC voted upon the submitted
Resolution Plans.
156. Therefore, Civil Appeal No. 6071 of 2023 is allowed in the above
terms. This decision rendered in the lead case shall, mutatis
mutandis, apply to connected Civil Appeal Nos. 4954 of 2023, Civil
Appeal No. 4924 of 2023, Civil Appeal No. 4937 of 2023, Civil Appeal
No. 5018 of 2023, Civil Appeal No. 6847 of 2023, Civil Appeal No.
6055 of 2023, Civil Appeal No. 6123 of 2023, and Civil Appeal No.
6177 of 2023.
157. Consequently, in light of the above, Civil Appeal Nos. 5401 of 2023,
Civil Appeal No. 7037 of 2023, Civil Appeal No. 7038 of 2023, Civil
Appeal No. 6771 of 2023, and Civil Appeal No. 7428 of 2023 are
dismissed.
158. All pending applications stand disposed of in the same light.
1846 [2025] 1 S.C.R.

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Judgment$

I. TABLE OF CONTENTS*

I TABLE OF CONTENTS ....................................................... 2
II. BACKGROUND .................................................................... 3
A. Proceedings before the Adjudicating Authority ............ 6
B. Proceedings before NCLAT ......................................... 8
III. PROCEEDINGS IN THIS COURT ....................................... 10
A. Arguments on behalf of the appellant ......................... 11
B. Arguments on behalf of the Respondents ................... 14
IV POLICY UNDERLYING THE IBC ........................................ 21
V SCHEME OF INSOLVENCY AND BANKRUPTCY CODE,
2016 ..................................................................................... 24
VI. ANALYSIS ............................................................................ 27

S.V.N. Bhatti, J.

I have had the opportunity to read the well-crafted judgement
circulated by my Learned Brother, Justice Hrishikesh Roy. In spite of
my effort to subscribe to the view taken by my Learned Brother, for
the subtle distinction I noticed in interpreting the proviso to section
31(4) of the Insolvency and Bankruptcy Code, 2016 (“IBC”), I find it
apt to express my position on the same through this opinion.
1. The captioned appeals arise from the common order Dt. 18.09.2023
of the National Company Law Appellate Tribunal, Principal Bench,
New Delhi (“NCLAT”) under section 62 of the IBC read with the
Insolvency and Bankruptcy Amendment Act, 2018. Civil Appeal

$ Ed. Note: Judgment pronounced by Hon’ble Mr. Justice S.V.N. Bhatti in Civil Appeal No(s). 6055, 6123, 6177
and 6847 of 2023.
* Ed. Note: Pagination as per the original Judgment.
[2025] 1 S.C.R. 1847

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

No.4924 of 2023 and connected appeals arise from the order Dt.
28.07.2023 of the NCLAT, and the controversy in these appeals
arises under the Competition Act, 2002 (“Competition Act”).
2. The two sets of appeals have been tagged and heard together. The
appeals, for convenience, are disposed of by separate judgments
having regard to the nature of issues of fact and law.

II. BACKGROUND
3. DBS Bank, as a financial creditor, moved an application under section
7 for Corporate Insolvency Resolution Process (“CIRP”) before
the National Company Law Tribunal, Kolkata Bench (“Adjudicating
Authority”) against Hindustan National Glass and Industries Limited
(“HNGIL”), the corporate debtor. On 21.10.2021, the Adjudicating
Authority admitted the application filed under section 7 against
HNGIL. Mr. Girish Sriram Juneja, respondent No.1, is the Resolution
Professional (“RP”).
4. Annexure B of the expression of interest (“EoI”) lays down the
eligibility criteria for the prospective resolution applicants to satisfy.
The relevant criteria are reproduced below:
1.⁠ ⁠For Private/ Public Limited Company/ Limited Liability
Partnership (“LLP”) / Body Corporate/ any other PRAs
(which is not a financial entity) (“Category I”):
a. Minimum Tangible Net Worth (“TNW”) shall be INR 250
Cr. or Consolidated Group Revenue of INR 1,000 Cr in
any of 3 preceding Financial Years;
b. TNW shall be in an individual capacity or at the Group
Level as on 31st March 2021;
c. TNW shall be computed as aggregate value of paid-up
share capital and all reserves created out of the profits and
securities premium account, after deducting the aggregate
value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, and does
not include reserves created out of revaluation of assets,
write back of depreciation and amalgamation; and
d. Group may comprise of entities where each such entity is
either controlling or controlled by or under common control
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with the PRA. Control means at least 26% ownership. The
entities must have been part of the Group for at least 3 years.
2.⁠ ⁠For financial entities including Investment Co./ Asset
Management Co./ Alternative Investment Fund (AIF)/
Fund House/ Private Equity (“PE”) Investor/ Non-Banking
Financial Co. (“NBFC”)/ or any other eligible entities
(“Category II”):
a. The PRAs shall, in the immediately preceding completed
financial year, have the minimum On Book Asset under
Management (AUM) of INR 1,000 cr. or Committed Funds
of INR 1,000 Cr.;
b. On Book AUM is defined as “total funds deployed” or
“total value of loan book /instruments”
5. The RP on 24.05.2022 issued the Request for Submission of
Resolution Plans (“RFRP”). Clauses 2.6.3(c), 3.3 and 4.1.1(k) require
compliance with the mandate of sections 5 and 6 of the Competition
Act by the resolution applicants to whom the combination would be
attracted.
6. On 26.09.2022, AGI Greenpac Limited (“AGI”) submitted the
draft resolution plan to the RP. The Appellant, Independent
Sugar Corporation Limited (“INSCO”) in Civil Appeal No. 6071 of
2023, is one of the resolution applicants. INSCO received green
channel combination approval on 30.09.2022 from the Competition
Commission of India (“CCI”). In the e-voting of the Committee of
Creditors (“CoC”), Dt. 27.10.2022, the resolution plans of AGI received
98% votes, and INSCO received 88% votes. The communication
Dt. 28.10.2022 of the RP addressed to INSCO noted that AGI was
declared as the successful resolution applicant.
7. On 27.09.2022, AGI applied to CCI in Form I for approval of the
proposed CIRP combination of taking over HNGIL. The said approval
was rejected by CCI on 22.10.2022. AGI, on 03.11.2022, applied to
CCI in Form II for approval of the proposed combination of taking
over HNGIL through CIRP.

A. PROCEEDINGS BEFORE THE ADJUDICATING AUTHORITY
8. On 05.11.2022, the RP moved the Adjudicating Authority for approval
of the decision of the CoC Dt. 27.10.2022, viz., declaring AGI as
[2025] 1 S.C.R. 1849

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

the successful resolution applicant. On 14.11.2022, INSCO filed I.A.
No.1497 of 2022 before the Adjudicating Authority for setting aside the
resolution plan approved by the CoC in the e-voting Dt. 27.10.2022.
The prayers in the applications filed by INSCO read as follows:
“a. Order dismissing Application filed by the Resolution
Professional, where the Resolution Professional has sought
approval of the RP;
b. Order directing the Resolution Professional to withdraw
communication declaring AGI as the successful Resolution
Applicant;
c. Order directing the Resolution Professional to place RP
before CoC for fresh reconsideration;
d. Stay of proceedings pertaining to RP of AGI.”
9. The gist of the objections of INSCO before NCLT is that the
communication of CCI Dt. 15.03.2023 approving the combination of
AGI with HNGIL cannot be taken on record. The communication Dt.
15.03.2023 is subject to compliance with the modification offered by
AGI. The approval of CCI must be prior to the approval by the CoC.
In other words, the approval of CCI for the proposed combination
is mandatory and available when the CoC considers the resolution
plan submitted by a resolution applicant. The ex post facto approval
was granted when the consideration under section 31 of IBC was
pending before the Adjudicating Authority. The proviso to section
31(4) of IBC is mandatory and not directory.
10. AGI contended that the requirement in the proviso to section 31(4)
of the IBC is directory and not mandatory. The combined reading
of section 31 of IBC with section 6(2) of the Competition Act would
stipulate that the statutory compliance of combination must be
available when a decision is taken on the proposal of the resolution
applicant by the Adjudicating Authority. Thus, praying for the rejection
of IA (IB) No.1497/KB/2022 filed by the RP.
11. On 15.03.2023, CCI approved the combination application of AGI
with HNGIL with a few conditions. During the pendency of IA (IB),
No.1497/KB/2022 filed by INSCO for rejecting the application filed
for approval of the minutes of the meeting Dt. 27.10.2022, AGI and
the RP filed I.A.Nos.628 and 701/KB/2023 to place on record the
combination approval order Dt. 15.03.2023 of CCI. The objection
1850 [2025] 1 S.C.R.

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of INSCO proceeds that the proviso to section 31(4) mandates the
resolution applicant to have prior approval of CCI on the combination
proposed through the resolution plan.
12. The adjudicating authority vide order Dt. 28.04.2023 dismissed IA
(IB) No.1497/KB/2022 filed by INSCO. By the order of even date,
I.A. Nos. 628 and 701/KB/2023 were allowed to the extent of placing
on record the CCI’s communication Dt. 15.03.2023.

B. PROCEEDINGS BEFORE NCLAT
13. The order Dt. 28.04.2023 was challenged before the NCLAT by the
following parties, and details are stated thus:

Sl. Company Appeal No. Name of the appellant
No.
1. Company Appeal No.807/2023 Soneko Marketing
Private Limited
2. Company Appeal No.607/2023 UP Glass Manufacturers
Syndicate
3. Company Appeal No.724/2023 HNG Karmachari Union
and Another

14. INSCO assails the order of the Adjudicating Authority Dt. 28.04.2023
that the reliance placed on Arcelor Mittal India Pvt. Limited vs. Abhijit
Guhathakurta, Resolution Professional of EPC Constructions India
Limited & Ors.1 is erroneous, and according to the ratio in Bank of
Maharashtra vs. Videocon Industries Ltd.,2 the approval of CCI prior to
CoC considering the resolution plan is mandatory. The words “shall”
and “prior to the approval of such resolution plan by the committee
of creditors” in the proviso to section 31(4) of the IBC require that
the approval of combination is available while the CoC considers
the resolution plans attracting combination set out in section 5 of
the Competition Act.
15. AGI and RP argued that the word ‘shall’ be read as ‘may’. The proviso
is directory and not mandatory. The statutory implication of section
6 of the Competition Act is attracted upon the approval of one or

1. (2019) SCC OnLine NCLAT 920.
2. (2022) SCC OnLine NCLAT 6.
[2025] 1 S.C.R. 1851

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

the other resolution plan by the Adjudicating Authority. Thus, on the
effective date for the implementation of the CIRP, if the Resolution
Plan has the approval of a combination under the Competition Act,
then the resolution plan is fully compliant.
16. The NCLAT, by the impugned common order, dismissed the appeals.
16.1. The impugned order in paragraph 19 notices the scope of
controversy considered and decided by NCLAT as follows:
“During the course of hearing of the appeal(s), it was
made clear to the parties that the only issue which
is to be decided in these appeal (s) are about the
interpretation of proviso of Section 31(4), i.e., as
to whether the requirement of approval of the CCI
prior to approval by the CoC is mandatory. The other
aspects of the approval of the resolution plan is since
pending adjudication of the Adjudicatory Authority, we
need not express any opinion on other submissions
raised by the parties”.
17. The above excerpt defines the scope of controversy in the subject
appeals. The learned counsel appearing for the parties, in great detail,
made submissions on several aspects which are intrinsically pending
consideration before the Adjudicating Authority. The approach of
NCLAT to the issues on hand is adopted and the legality of NCLAT
and the Adjudicating Authority’s orders is examined.

III. PROCEEDINGS IN THIS COURT
18. The civil appeals at the instance of the appellants in the impugned
order are as follows:

Civil Appeal Nos. Name of the party

C.A. 6071 OF 2023 INDEPENDENT SUGAR
CORPORATION LIMITED v. GIRISH
SRIRAM JUNEJA & ORS

C.A. 6055 OF 2023 U.P GLASS MANUFACTURERS
SYNDICATE v. GIRISH SRIRAM
JUNEJA & ORS
1852 [2025] 1 S.C.R.

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C.A. 6123 OF 2023 H.N.G KARAMCHARI UNION & ANR. v.
GIRISH SRIRAM JUNEJA & ORS

C.A. 6177 OF 2023 SONEKO MARKETING PVT. LTD v.
GIRISH SRIRAM JUNEJA & ORS

C.A. 6847 OF 2023 HNG INDUSTRIES THOZHILALAR
NALA SANGAM v. GIRISH SRIRAM
JUNEJA & ORS

19. Dr. Abhishek Manu Singhvi, Shri Mahesh Jethmalani, Shri Rajshekhar
Rao and Shri Dhruv Mehta, learned Senior Counsel, have appeared
for the appellants.
20. Shri P. Chidambaram, learned Senior Counsel, appeared for the
Resolution Professional in the Civil Appeals.
21. Shri Tushar Mehta, learned Solicitor General appeared for the
Committee of Creditors.
22. Shri Mukul Rohatgi and Shri Paras Tripathi, learned Senior Counsel
have appeared for AGI Greenpac Ltd.

A. ARGUMENTS ON BEHALF OF THE APPELLANT
23. Arguments on behalf of the appellants are summarised as follows:
23.1. The RP and the resolution applicant are bound by the mandate
of section 30(2)(e) of the IBC, stipulating that the resolution
plan does not contravene any provision of law for the time
being in force.
23.2. The RP in the RFRP Dt. 24.05.2022, through Clauses 2.6.3(c),
3.3 and 4.1.1(k), requires the resolution applicant to have
prior approval of CCI for the proposed combination before
the approval of the resolution plan by the CoC.
23.3. The approval of CCI for the combination is available when
the CoC considers the competitive CIRP of all the eligible
applicants.
23.4. AGI applied on 27.09.2022 for approval of combination under
the Competition Act, in Form I. CCI rejected Form I vide order
Dt. 30.09.2022. In contrast, the draft resolution plan of INSCO
[2025] 1 S.C.R. 1853

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

was accompanied by CCI’s approval Dt. 22.10.2022. In other
words, well before considering the resolution plan of INSCO
by the CoC.
23.5. On 27.10.2022, the CoC, with a majority of 98% voting,
approved the resolution plan of AGI.
23.6. Thereafter, on 03.11.2022, AGI applied for approval of
combination in Form II before the CCI. On 15.03.2023, the
combination of AGI with HNGIL was approved. Therefore,
the submission of the resolution Dt. 27.10.2022 of the CoC
approving AGI’s resolution plan to the Adjudicating Authority
does not confirm to the statutory requirement under section
30(2)(e) read with proviso to sub-section (4) of section 31.
23.7. The NCLAT committed illegality by accepting the requirement
under proviso to sub-section (4) of section 31 as directory.
23.8. The interpretation adopted by the impugned order is illegal
and against the well-established canon of literal interpretation
of a clear and unambiguous provision.
23.9. CCI’s conditional combination approval of AGI on 15.03.2023
implies that unless the condition is complied with, there is no
combination approval by CCI in favour of AGI.
23.10. The condition to hive off the Rishikesh plant is not
commensurate with the resolution plan of taking over HNGIL
as a going concern.
23.11. The statutory timelines under section 12 of the IBC and
Regulation 40A of the CIRP Regulations, 2016 are not
deviated by insisting upon prior CCI approval.
23.12. The rule of purposive interpretation would be completely
inapplicable for interpreting proviso to sub-section (4) of
section 31. The reliance on the memorandum explaining the
modifications to the Bankruptcy Code Amendment Ordinance,
2018, is misconceived.
23.13. The proviso is used as an exception to sub-section (4) of
section 31 of IBC. Being an exception, particularly in the
absence of ambiguity, the golden rule of interpretation is
the only tool for construing the meaning of the said proviso
and not purposive interpretation for ascertaining whether
1854 [2025] 1 S.C.R.

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the approval of CCI is mandatory while CoC considers the
resolution plan.
23.14. The Court, while interpreting, shall not legislate or change
the law which clearly reflects the will of the Parliament. The
reliance on Arcelor Mittal (supra) is erroneous and illegal,
even if these decisions are confirmed by this Court in the
Civil Appeal(s).

B. ARGUMENTS ON BEHALF OF THE RESPONDENTS
24. The Respondents’ arguments are summarised as follows:
24.1. The Bankruptcy Law Reforms Committee (“BLRC”) was
constituted to study the deficiencies in the then-prevailing
laws relating to or dealing with insolvency and bankruptcy of
individuals and corporate entities. The Parliament, guided by
the BLRC report, enacted the IBC. The statutory scheme of
IBC provides for comprehensive remedies, i.e., recovery of
debt through maximization of asset value through CIRP, and
in a chronic case where redemption of debt through CIRP
does not make business sense for the stakeholders, then
liquidation is triggered. The fulcrum of IBC is the preservation
of the company in distress as a going concern and ensuring
the discharge of debt(s) of a stressed company.
24.2. Therefore, the interpretation of the proviso to sub-section
(4) of section 31 is adopted by looking at the statement of
objects and reasons of the IBC and the statutory scheme
laid out from section 4 through section 32A of the IBC.
24.3. The exclusive literal interpretation of the proviso to sub-section
(4) of section 31 and holding that it is mandatory would
preclude or prevent the participation of eligible resolution
applicants. This would consequently provide a quick start
to a resolution applicant having green channel combination
approval from CCI. Further, the object of maximising the
value of stressed assets with the participation of a resolution
applicant with green channel approval against a resolution
applicant requiring a combination approval would diminish
the competitive spirit of the CIRP and the value maximization
of stressed assets. The submission of draft resolution plan
by all the eligible applicants, dehors combination approval,
[2025] 1 S.C.R. 1855

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

would reflect on the potential asset realization. Competition
in resolution plans, voting by CoC, and appreciation of
feasibility and viability are all commercial facets interwoven
with one another.
24.4. The non-compliance with section 5 read with section 6 of
the Competition Act, if insisted at the stage of CoC voting
on the eligible proposals of resolution applicants, then the
otherwise “feasible” or “viable” test of consideration of the
commercial wisdom of CoC is expanded on the proposal
being compliant with the laws in force. The CoC would be
deprived of a proposal from a resolution applicant which may
be more feasible, viable and otherwise eligible if threshold
compliance of combination approval is insisted while CoC
is considering the resolution plans.
24.5. The CoC, by the statutory scheme, regulations and
precedents, is conferred the discretion to decide only on
the commercial viability or feasibility of the resolution plans
submitted by the competing and eligible resolution applicants
and have the approval of the Adjudicating Authority.
24.6. A careful study of sub-sections (1) and (2) of section 31,
read with the amended provision and proviso to sub-section
(4), would demonstrate that the actual stage for statutory
compliance under the Competition Act is material and relevant
only when a decision approving a resolution plan is pending
before the Adjudicating Authority.
24.7. The checklist for consideration by the Adjudicating Authority
is that the resolution plan, approved by the CoC under sub-
section (4) of section 30, satisfies the following requirements –

ᴑ Sub-section (2) of section 30:
• Requires approval of the resolution plan.
• Holds that the effect of approval is binding on the
corporate debtor, etc.

ᴑ The proviso to sub-section (1) of section 31:
• Mandates Adjudicating Authority to ensure provisions
for effective implementation before passing an order
of approval.
1856 [2025] 1 S.C.R.

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ᴑ Sub-section (2) of section 31:
• Adjudicating Authority may reject the resolution
plan if it does not confirm to the requirements of
sub-section (1) of section 31.
• The expression “does not confirm” determines the
requirements of section 30(2) of the IBC.

ᴑ Sub-section (4) of section 31:
• Ensures the corporate debtor operates as a going
concern.
• Provides a one-year window to obtain licenses,
consents and other permissions to continue
operations.

ᴑ Operation of sub-section (4) of section 31:
• Order of approval ensures the continuity of the
business plan as a going concern after the change
of management with the valid licenses, permissions,
consents, etc., standing in the name of the corporate
debtor.

ᴑ Statutory fiction of the one-year period:
• Ensures change of management does not hinder
the transition as a going concern.

ᴑ Sections 5 and 6 of the Competition Act:
• If a resolution plan without combination approval
is accepted, it may defeat the prescriptions of the
Competition Act. The activity becomes void only
if the transition is allowed to take effect without
combination approval.
24.8. The resolution applicant must have the approval of CCI
under sections 5 and 6 of the Competition Act to continue
to run the corporate debtor as a going concern from the
moment an order of approval is made under sub-section (2)
of section 31 of the Act. To wit, if a resolution plan attracting
sections 5 and 6 of the Competition Act is allowed to take
[2025] 1 S.C.R. 1857

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

over the affairs and business of the corporate debtor as a
going concern without CCI approval, then it would be void.
Therefore, the right timing for combination approval is under
section 31 but not under section 30(2) of IBC.
24.9. The proviso to sub-section (4) of section 31 is a condition
precedent to sit in the chair of the corporate debtor and
continue the business as a going concern, and this is an
absolute requirement at the stage of consideration by the
Adjudicating Authority. A resolution plan to take over the
management of a corporate debtor needs two approvals, viz.,
one under section 30(4) and another under section 31(1) of
the IBC. The approval for combination under the Competition
Act is directory and not mandatory, while the offers on RFRP
are pending before the COC.
24.10. The principal issues on facts are pending before the
Adjudicating Authority, and the scope of these appeals has
been expanded.
24.11. The view of NCLAT on the proviso to sub-section (4) of
section 31 as directory is approved by this Court in the
following cases:

Name NCLAT Proceedings Supreme
Court
Proceedings
Vishal Vijay 2020 SCC OnLine NCLAT 2021 SCC
Kalantri v. 1013 OnLine SC
Shailen Shah 3243
Makalu Trading (2020) SCC OnLine Civil Appeal
Limited and NCLAT 643 No. 3338 of
Ors. V. Rajiv 2020, order
Chakraborty and Dt. 12 October
Ors. 2020.

24.12. The dismissal of Civil Appeals by this Court has approved
the view of the NCLAT that while combination approval
is mandatory, the requirement of combination approval at
the CoC stage is directory. In the realm of commerce and
trade, consistency on the binding precedents is paramount,
and the challenge to settled positions is unsustainable. The
1858 [2025] 1 S.C.R.

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Civil Appeals are filed under section 62 of the IBC, and
the approval of the view of the NCLAT by this Court has a
different dimension in law.
24.13. The interpretation of the requirement in the proviso to sub-
section (4) of section 31 as directory ensures the smooth
initiation of CIRP on the one hand and, on the other, obtaining
approval for the proposed combination from CCI before a
decision is taken under sub-sections (1) and (2) of section
31 by the adjudicating authority.
24.14. The statutory compliance status and the effect of giving
approval under section 31(1) and (2) of the IBC is in the
exclusive domain of the Adjudicating Authority under section
31(1) and (2) of the IBC. The language of sub-section (2) of
section 31 is unambiguous. The examination of requirements
of sub-section (2) of section 30 is at the stage of examination
under section 31(1) of the IBC by the Adjudicating Authority.
The Adjudicating Authority either approves the resolution plan
approved by the CoC or rejects the plan ground(s) set out in
section 31 of the IBC. The consequences for non-compliance
of a requirement, including combination approval, are applied
at this stage. The proviso to section 31(4) must be read in
the same sense and tense that corresponds to section 31(1)
and (2) of the IBC.
24.15. An interested resolution applicant to whom the requirement
of approval in Form II of CCI is attracted ought not to be
disqualified from consideration by the CoC in spite of such
an applicant satisfying the eligibility criteria stipulated by
the CoC. On the one hand, the scheme in the proviso to
subsection (4) of section 31 clearly delineates a condition
precedent to an adjudication order under section 31(2) of the
IBC and, on the other hand, the main body of section 31(4)
provides for obtaining ex post facto permissions within one
year under different enactments.
24.16. The RP, CoC and the resolution applicant are bound by the
timelines stipulated under the IBC. The timely performance of
a duty or function by CCI is not in the hands of a resolution
applicant who applied for approval of a combination before
CCI. The consideration by the CCI depends on products,
[2025] 1 S.C.R. 1859

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

nature of the industry, area and dominance in the market.
The CCI, as a regulatory authority, ensures fair competition
even after a combination is brought into existence. For the
said purpose, the inquiry under section 20 of the Competition
Act is complied with by CCI.
24.17. The respective statutory authorities can operate parallelly and
harmoniously without stressing or straining the respective
timelines.
After hearing the learned counsel for the parties and perusing the
record, the question of law taken up for consideration is – whether
the proviso to sub-section (4) of section 31 is mandatory or directory
at the stage of consideration of the resolution plan by the CoC?

IV. POLICY UNDERLYING THE IBC
25. The BLRC report notes and acknowledges that the failure of a few
business plans is integral to the process of the market economy. When
business failure occurs, the best outcome for society is to have a
rapid re-negotiation between the financiers to finance a going concern
using new arrangements of capital and restructured management.
The re-negotiating process is known as the “Corporate Insolvency
Resolution Process”. The primary object of this effort, briefly stated,
is the value maximization of the corporate debtor. The CIRP keeps
the corporate debtor as a going concern and runs on the theory that
the value of the business is worth more than the realisation of the
piecemeal distribution of assets. However, if this objective cannot
be achieved, the best outcome for society is the rapid liquidation of
a failing corporate debtor. When such statutory arrangements are
put into place, the market process of creative construction, on the
one hand, and creative destruction, on the other hand, will work
smoothly with greater competitive vigour.
26. BLRC lays emphasis on a strong and mature market economy.
This involves well-drafted modern laws that replace the laws of the
preceding 100 years and high-performance institutions which enforce
these new laws. The Committee has the end word to provide one
critical building block of this process with a modern Insolvency and
Bankruptcy Code and the statutory design associates institutional
infrastructure, which reduces delays and transaction costs. The
1860 [2025] 1 S.C.R.

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BLRC, through the IBC, compartmentalized the functions and duties
of RP, CoC and the Adjudicating Authority.
27. The report recommended assessing the viability of a corporate debtor
and noted that the economic purview presented an advantage by
calling for the assessment of the viability of an enterprise or a project.
An enterprise that has fastened financial failure is considered as a
viable enterprise and there is possible financial re-arrangement that
can earn the creditors a higher economic value in contrast to shutting
down such an enterprise. On the contrary, if the cost of financial re-
arrangement required to keep the enterprise going is higher than
the non-performance value of future expected cash flows, then the
enterprise is considered unviable or bankrupt and is better shut down
as soon as possible.
28. After taking note of the emerging Indian economy, the best practices
of resolution and liquidation in other economies and the model code
of UNCITRAL, the report has recommended the following guiding
principles to the Parliament for a new Code. Broadly, the objects
sought to be achieved by the IBC are (i) provision of certainty in the
market to promote efficiency and growth, (ii) maximization of value of
assets, (iii) striking a balance between liquidation and reorganisation,
(iv) ensuring equitable treatment of similarly situated creditors, (v)
provision of timely, efficient and impartial resolution of insolvency, (vi)
preservation of the insolvency estate to allow equitable distribution to
creditors, (vii) ensuring a transparent and predictable insolvency law
that contains incentives for gathering and dispensing information, (viii)
recognition of existing creditor rights and establishment of clear rules
for ranking priority of claims, and (ix) establishment of a framework
for cross-border insolvency.
29. The IBC, thus, seeks to replace the existing framework on insolvency
and bankruptcy, which is enumerated below:
29.1. Companies Act, 2013 – chapter on collective insolvency
resolution by way of restructuring, rehabilitation, or
reorganisation of entities registered under the Act. Adjudication
is by the NCLT.
29.2. Companies Act, 1956 – deals with winding up of companies.
There are no separate provisions for restructuring except
through Mergers & Acquisitions and voluntary compromise.
Adjudication is under the jurisdiction of the High Court.
[2025] 1 S.C.R. 1861

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

29.3. SICA, 1985 – deals with restructuring of distressed ‘industrial’
firms. Under this Act, the Board of Industrial and Financial
Reconstruction assesses the viability of the industrial
company and refers an unviable company to the High Court
for liquidation. SICA 1985 stands repealed.

V. SCHEME OF INSOLVENCY AND BANKRUPTCY CODE, 2016
30. The statement of objects and reasons of the IBC set out the following
aims:
30.1. To ensure that the framework prior to IBC for insolvency and
bankruptcy, which was inadequate and ineffective, leading
to undue delays in resolution, is done away with.
30.2. To effectuate an effective legal framework for timely
resolution of insolvency and bankruptcy, which would
support the development of credit markets and encourage
entrepreneurship. The Code also aims to improve the Ease
of Doing Business, and facilitate more investments leading
to higher economic growth and development.
30.3. To consolidate laws regarding insolvency and bankruptcy in
India to ensure the insolvency resolution of corporate persons
in a time-bound manner for maximization of the value of
the assets of such persons, promote entrepreneurship and
the availability of credit, and balance the interests of all the
stakeholders.
30.4. The Code also aims to separate commercial aspects of
insolvency and bankruptcy proceedings from judicial aspects.
31. Part II of the Code deals with insolvency resolution and liquidation
for corporate persons. Chapter II deals with CIRP, and in the event of
the effort of Chapter II failing, Chapter III provides for the liquidation
process of corporate debtors. The other chapters in the IBC are not
adverted to since the issues under consideration do not attract the
provisions of those chapters.
32. To sum up, the unfurling of events in Chapter I of Part II of the IBC is
that sections 7 to 10 provide for the initiation of CIRP by the (i) financial
creditor(s), (ii) operational creditor(s) or (iii) corporate applicant. On
the application being admitted by the Adjudicating Authority, section
1862 [2025] 1 S.C.R.

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13 of the IBC provides for the declaration of moratorium and public
announcement, and section 14 deals with moratorium prohibiting the
steps for recovery, etc., against the corporate debtor.
33. With the completion of a public announcement of CIRP, section
16 of the IBC provides for the appointment of an interim resolution
professional and management of affairs of the corporate debtor by
the interim resolution professional subject to further orders. The RP
is appointed during the first CoC meeting under section 22 of the
IBC. Following the appointment, the RP issues an RFRP from the
eligible participants in the ongoing CIRP. The thrust in the exercise
from the date on which an application is entertained is that time is of
the essence for the completion of each one of the targeted results by
the applicant, the Adjudicating Authority, RP and CoC. The timelines
for completion of CIRP are prescribed and governed by section 12
of the IBC, read with the model timelines under regulation 40A of the
CIRP Regulations 2016. The learned counsel appearing on both sides
have advanced detailed arguments on the sanctity of timelines under
IBC and the Competition Act to support their respective arguments
on the combination approval as directory or mandatory when the
CoC is considering the resolution plans.
34. The law on timelines is settled by this Court in Committee of Creditors
of Essar Steel India Limited Through Authorised Signatory v. Satish
Kumar Gupta and others,3 wherein it was held that the outer limit
for the completion of CIRP was 330 days, which may be extended
by the adjudicating authority in exceptional cases where the delay
in litigation could not be attributed to the parties.
35. The objective of the IBC at the first instance is to ensure that the
business activity of the corporate debtor as a going concern is
preserved even after the appointment of a resolution professional.
By an order under section 31(2) of the IBC, the corporate debtor is
made over to the successful resolution applicant as approved by the
Adjudicating Authority. The IBC envisages the preservation of the
rights of financial creditors, operational creditors, and employees,
as well as the supply of goods or services by the corporate debtor
into the market.

3. (2020) 8 SCC 531.
[2025] 1 S.C.R. 1863

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

VI. ANALYSIS
36. The brief narrative of the working of the Code takes us to the point
posed for consideration in these appeals. The appellants commend
the literal rule of interpretation to the proviso and have laid much
emphasis on the expressions viz., “shall”, “prior to”, and “committee
of creditors”. This argument applies the golden rule of interpretation in
establishing that the proviso is mandatory and must be complied with
before the stage of sub-section (4) of section 30, i.e., consideration
of the resolution plan by CoC at the time of voting. The extended
argument is that a combination approved post the decision taken
under section 30(4) of the IBC cannot be relied upon and taking on
file the approval of combination Dt. 15.03.2023 of CCI, as proposed
by AGI, is an illegal exercise of jurisdiction.
37. The argument of literal construction, at first blush, appears to be
simple and available to the object sought to be achieved. The RP
also acted contrary to the law by bringing on record the approval of
a combination of CCI proposed by AGI.
38. It is axiomatic that while applying the rule of literal construction, the
words of a statute are first understood in their natural, ordinary or
popular sense, and phrases and sentences are constructed according
to their grammatical meaning unless such construction leads to
absurdity or unless there is something in the context or in the object
of the statute to suggest the contrary rule of interpretation.
39. In Madhav Rao Scindia vs. Union of India,4 it has been held that the
simpler and more common the word or expression, the more meanings
and shades of meaning it has. As already noted, apparently clear
and simple language in its comprehensive analysis is so ambiguous
at times that it presents difficulty in understanding its meaning,
requirement, and purport.
40. In Commissioner of Income Tax, Orissa vs. NC Budhraja and Co.,5 it
is held that a statute cannot always be construed with the dictionary
in one hand and the statute in the other. Regard must also be had
to the scheme, context, and legislative history. (emphasis supplied)

4. AIR (1971) SC 530 at Page 577.
5. AIR (1993) SC 2529 at Page 2540.
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41. In Corp of the City of Victoria vs. Bishop of Vancouver Island,6 the
celebrated judgment, Lord Atkinson stated: “In the construction of
statutes, their words must be interpreted in their ordinary grammatical
sense, unless there be something in the context, or in the object of
the statute in which they occur, or in the circumstances in which they
are used, to show that they were used in a special sense different
from their ordinary grammatical sense. The literal interpretation leads
to hardship, inconsistency or obstruct the accomplishment of the
object of the statute steps in. In other words, the doctrine of purposive
interpretation is taken recourse to for the purpose of giving full effect
to the statutory provisions and the Courts must state what meaning
the statute should bear rather than rendering the statute in nullity. A
statute must be construed in such a manner as to make it workable.
42. In a few cases, the Courts have declined to be bound by the letter
when the letter frustrates the patent purposes of the statute. Ld. Justice
J.C. Shah in New India Sugar Mills Ltd. v. Commissioner of Sales Tax,
Bihar,7 noted that “it is a recognized rule of interpretation of statutes
that the expressions used therein should ordinarily be understood in
a sense in which they best harmonise with the object of the statute,
and which effectuate the object of the Legislature”. The limitation of
the purposive role of construction is that the interpretation shall not
result in legislation by the Court. Hardship, inconvenience, injustice,
absurdity and anomalous results are avoided while construing the
statute they need be.
43. Lord Shaw in Shannon Realities Ltd. v. St. Michel (Ville De),8 notes
that “[w]here words of a statute are clear, they must, of course, be
followed but in their Lordships’ opinion, where alternative constructions
are equally open that alternative is to be chosen which will be
consistent with the smooth working of the system which the statute
purports to be regulating; and that alternative is to be rejected which
will introduce uncertainty, friction or confusion into the working of
the system”.
(emphasis supplied)

6. (1921) AC 2 384.
7 AIR (1963) SC 1207.
8. (1924) AC 185.
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44. T. L. Venkatarama Aiyyar, J in Tirath Singh vs. Bachittar Singh,9
stated that “where the language of a statute, in its ordinary meaning
and grammatical construction, leads to a manifest contradiction of
the apparent purpose of the enactment, or to some inconvenience
or absurdity, hardship or injustice, presumably not intended, a
construction may be put upon it which modifies the meaning of
the words, and even the structure of the sentence”. The literal and
purposive rules of interpretation, as well as their scope, obligation, and
limitations, are prefaced for further discussion. The right consideration
of issues on hand is achieved by not referring to the precedents on
literal or purposive interpretation. It is axiomatic that the precedents
on interpretation are specific to the statute, language and case. The
Court, in a given case before it, goes by the first principles of the
respective tools of interpretation.
44.1. The literal interpretation is not an inviolable rule. The decisions
referred to supra, while underlying the principle involved in
literal interpretation, had laid down that the literal interpretation,
if it leads to hardship, inconsistency, defeats the working of
the statute, and acts counterproductive to the purpose and
object sought to be achieved by the statute. A statute must be
construed in such a manner as to make it workable.
45. Literal interpretation is not the only tool to begin with while constructing
a statute. The often-cited judgements on literal interpretation set out
when purposive interpretation is considered and preferred over literal
interpretation. In the instant appeal, both interpretations have been
commended for consideration.
46. The swing is whether the literal or purposive rule of interpretation
is applicable for deciding whether approval of CCI at the stage of
section 30(4) of IBC is mandatory or directory. To arrive at which one
of the interpretations is applicable, the summary of the idea, roadmap,
implementation, and conclusion of the IBC, as well as the extent
needed, is considered. Literal interpretation satisfies the application
of exact meaning to the words used in the proviso, but whether such
application is consistent with other provisions in section 31 is to be
determined. If literal interpretation leads to inconsistency with the

9. AIR (1955) SC 830.
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text and tense used in section 31, then the Court attempts to resolve
it to make the section consistent in text and tense.
47. According to sub-section (26) of section 5, a resolution plan is a plan
proposed by the resolution applicant for the insolvency resolution of
the corporate debtor as a going concern in accordance with Part II.
section 25(2)(h) sets out the duties of an RP and reads thus:
(h) invite prospective resolution applicants, who fulfil such
criteria as may be laid down by him with the approval of
committee of creditors, having regard to the complexity
and scale of operations of the business of the corporate
debtor and such other conditions as may be specified by
the Board, to submit a resolution plan or plans.
(emphasis supplied)

48. Section 3010 enables a resolution applicant to submit a resolution plan.

10. 30 (1) A resolution applicant may submit a resolution plan [along with an affidavit stating that he is
eligible under Section 29-A] to the resolution professional prepared on the basis of the information
memorandum.
(2) The resolution professional shall examine each resolution plan received by him to confirm that each
resolution plan—
(a) provides for the payment of insolvency resolution process costs in a manner specified by the Board
in priority to the [payment] of other debts of the corporate debtor;
[(b) provides for the payment of debts of operational creditors in such manner as may be specified by
the Board which shall not be less than—
(i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under
Section 53; or
(ii) the amount that would have been paid to such creditors, if the amount to be distributed under the
resolution plan had been distributed in accordance with the order of priority in sub-section (1) of Section
53,
whichever is higher, and provides for the payment of debts of financial creditors, who do not vote in
favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less
than the amount to be paid to such creditors in accordance with sub-section (1) of Section 53 in the event
of a liquidation of the corporate debtor.
Explanation 1.—For the removal of doubts, it is hereby clarified that a distribution in accordance with the
provisions of this clause shall be fair and equitable to such creditors.
Explanation 2.—For the purposes of this clause, it is hereby declared that on and from the date of
commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this
clause shall also apply to the corporate insolvency resolution process of a corporate debtor—
(i) where a resolution plan has not been approved or rejected by the Adjudicating Authority;
(ii) where an appeal has been preferred under Section 61 or Section 62 or such an appeal is not time
barred under any provision of law for the time being in force; or
(iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating
Authority in respect of a resolution plan;]
(c) provides for the management of the affairs of the corporate debtor after approval of the resolution
plan;
(d) the implementation and supervision of the resolution plan;
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

49. For immediate reference, section 30(2)(c) and (4) are excerpted as
under:
“Section 30(2)(c) – provides for the management of the
affairs of the Corporate Debtor after approval of the
resolution plan;
Sub-section (4) of Section 30 – The committee of creditors
may approve a resolution plan by a vote of not less
than [sixty-six] per cent. of voting share of the financial
creditors, after considering its feasibility and viability, [the
manner of distribution proposed, which may take into
account the order of priority amongst creditors as laid down
in sub-section (1) of section 53, including the priority and
value of the security interest of a secured creditor] and
such other requirements as may be specified by the Board:”

(e) does not contravene any of the provisions of the law for the time being in force;
(f) conforms to such other requirements as may be specified by the Board.
[Explanation.—For the purposes of clause (e), if any approval of shareholders is required under
the Companies Act, 2013 (18 of 2013) or any other law for the time being in force for the implementation
of actions under the resolution plan, such approval shall be deemed to have been given and it shall not
be a contravention of that Act or law.]
(3) The resolution professional shall present to the committee of creditors for its approval such resolution
plans which confirm the conditions referred to in sub-section (2).
[(4) The committee of creditors may approve a resolution plan by a vote of not less than [sixty-six] per
cent of voting share of the financial creditors, after considering its feasibility and viability [the manner of
distribution proposed, which may take into account the order of priority amongst creditors as laid down
in sub-section (1) of Section 53,including the priority and value of the security interest of a secured
creditor], and such other requirements as may be specified by the Board:
Provided that the committee of creditors shall not approve a resolution plan, submitted before the
commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017 (Ord. 7 of
2017), where the resolution applicant is ineligible under Section 29-A and may require the resolution
professional to invite a fresh resolution plan where no other resolution plan is available with it:
Provided further that where the resolution applicant referred to in the first proviso is ineligible under
clause (c) of Section 29-A, the resolution applicant shall be allowed by the committee of creditors such
period, not exceeding thirty days, to make payment of overdue amounts in accordance with the proviso
to clause (c) of Section 29-A:
Provided also that nothing in the second proviso shall be construed as extension of period for the
purposes of the proviso to sub-section (3) of Section 12, and the corporate insolvency resolution process
shall be completed within the period specified in that sub-section.]
[Provided also that the eligibility criteria in Section 29-A as amended by the Insolvency and Bankruptcy
Code (Amendment) Ordinance, 2018 (Ord. 6 of 2018) shall apply to the resolution applicant who has
not submitted resolution plan as on the date of commencement of the Insolvency and Bankruptcy Code
(Amendment) Ordinance, 2018.]
(5) The resolution applicant may attend the meeting of the committee of creditors in which the resolution
plan of the applicant is considered:
Provided that the resolution applicant shall not have a right to vote at the meeting of the committee of
creditors unless such resolution applicant is also a financial creditor.
(6) The resolution professional shall submit the resolution plan as approved by the committee of creditors
to the Adjudicating Authority.
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50. With the approval of the CoC under section 30(4) of the IBC, section
3111 is triggered; thus, taking the matter for approval or rejection, as
the circumstances may be, to the Adjudicating Authority.
51. The Parliament, realising the need for a few amendments to IBC for
the efficacious working of the Code, enacted Act Nos. 26 of 2018
and 26 of 2019. The ILRC report notes in paragraph 16.2 that the
committee deliberated on a mechanism for obtaining approvals from
the concerned regulators post the approval of the resolution plan but
prior to the Adjudicating Authority’s approval. Amendment Act 26 of
2018 explains, through clause 24 of the notes on clauses, that where
there is a provision for combination, CCI approval shall be obtained
prior to the approval of the resolution plan by the CoC. On the contrary,
the memorandum to the 2018 Ordinance that led to Act 26 of 2018
notes that CCI approval shall be sought prior to the stage at which
the resolution plan is considered by the adjudicating authority.
52. It is appropriate to refer to the amendments incorporated by Act 26
of 2018 by which sub-section (4) and the proviso were incorporated.
The IBC was enacted with the intention of improving the ease of
doing business in India. In line with this thinking, one of the legislative
measures is the amendment to the proviso to sub-section (4) of
section 31 of the IBC.

11. 31. Approval of resolution plan.—(1) If the Adjudicating Authority is satisfied that the resolution plan as
approved by the committee of creditors under sub-section (4) of Section 30 meets the requirements
as referred to in sub-section (2) of Section 30, it shall by order approve the resolution plan which shall
be binding on the corporate debtor and its employees, members, creditors, [including the Central
Government, any State Government or any local authority to whom a debt in respect of the payment of
dues arising under any law for the time being in force, such as authorities to whom statutory dues are
owed,] guarantors and other stakeholders involved in the resolution plan:
[Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan
under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.]
(2) Where the Adjudicating Authority is satisfied that the resolution plan does not confirm to the
requirements referred to in sub-section (1), it may, by an order, reject the resolution plan.
(3) After the order of approval under sub-section (1),—
(a) the moratorium order passed by the Adjudicating Authority under Section 14 shall cease to have
effect; and
(b) the resolution professional shall forward all records relating to the conduct of the corporate insolvency
resolution process and the resolution plan to the Board to be recorded on its database.
[(4) The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain
the necessary approval required under any law for the time being in force within a period of one year from
the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within
such period as provided for in such law, whichever is later:
Provided that where the resolution plan contains a provision for combination, as referred to in
Section 5 of the Competition Act, 2002 (12 of 2003), the resolution applicant shall obtain the approval of
the Competition Commission of India under that Act prior to the approval of such resolution plan by the
committee of creditors.]
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

53. Learned counsel appearing for the parties have made a few
submissions on the scope and applicability of external aids, such as
the memorandum and explanatory note appended to the amending
Act. For continuity, the memorandum and the notes on clauses are
excerpted hereunder:
Notes on clauses in Amending Act 26 of 2018
“Clause 24 of the Bill seeks to amend section 31 of the
Code to provide that the Adjudicating Authority shall, before
passing an order for approval of resolution plan satisfy
that the resolution plan has provisions for its effective
implementation and that the resolution applicant shall
obtain the necessary approvals required within a period
of one year from the date of approval of the resolution
plan by the Adjudicating Authority or within such period
as provided for in such law, whichever is later and where
it contains a provisions for combination the approval of
the Competition Commission of India shall be obtained
prior to the approval of resolution plan by the committee
of creditors.”
Memorandum explaining the modifications contained
in the Bill to replace the Insolvency and Bankruptcy
Code (Amendment) Ordinance, 2018
(d) in clause 24 of the Bill, in sub-section (4) of section 31
of the Code, a new proviso is inserted “Provided that where
the resolution plan contains a provision for combination
as referred to in section 5 of the Competition Act, 2002,
the resolution applicant shall obtain the approval of the
Competition Commission of India under that Act prior to
the approval of such resolution plan by the committee
of creditors” so as to clarify that the approval for the
combinations from Competition Commission of India has
to be obtained prior to the approval of resolution plan by
the Adjudicating Authority.
(emphasis supplied)

54. Reference to these external aids for interpreting the proviso under
consideration would arise only after completing the exercise of literal
or purposive interpretation.
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55. In Essar Steel India Limited (supra), this Court considered the scope
and ambit of section 30(2) and (4) on the one hand and also the
jurisdiction of the Adjudicating Authority/NCLAT under sections 30(4),
31 and 60(5) of the IBC on the other hand. The relevant paragraphs
read thus:
“it is clear that when the Committee of Creditors exercises
its commercial wisdom to arrive at a business decision to
revive the corporate debtor, it must necessarily take into
account these key features of the Code before it arrives at
a commercial decision to pay off the dues of financial and
operational creditors. There is no doubt whatsoever that
the ultimate discretion of what to pay and how much to pay
each class or subclass of creditors is with the Committee
of Creditors, but, the decision of such Committee must
reflect the fact that it has taken into account maximising
the value of the assets of the corporate debtor and the
fact that it has adequately balanced the interests of all
stakeholders including operational creditors. This being
the case, judicial review of the Adjudicating Authority that
the resolution plan as approved by the Committee of
Creditors has met the requirements referred to in Section
30(2) would include judicial review that is mentioned in
Section 30(2)(e), as the provisions of the Code are also
provisions of law for the time being in force. Thus, while
the Adjudicating Authority cannot interfere on merits
with the commercial decision taken by the Committee of
Creditors, the limited judicial review available is to see that
the Committee of Creditors has taken into account the fact
that the corporate debtor needs to keep going as a going
concern during the insolvency resolution process; that it
needs to maximise the value of its assets; and that the
interests of all stakeholders including operational creditors
has been taken care of. If the Adjudicating Authority finds,
on a given set of facts, that the aforesaid parameters have
not been kept in view, it may send a resolution plan back
to the Committee of Creditors to re-submit such plan after
satisfying the aforesaid parameters. The reasons given by
the Committee of Creditors while approving a resolution
plan may thus be looked at by the Adjudicating Authority
only from this point of view, and once it is satisfied that
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

the Committee of Creditors has paid attention to these
key features, it must then pass the resolution plan, other
things being equal.”
56. This Court has held that CIRP under the IBC is based on a flexible
model where market participants (as resolution applicants) can
propose solutions for the revival of the corporate debtor. To put it
succinctly, the ratio of Essar Steel (supra) can be understood as
follows:
56.1. Since it is the commercial wisdom of the CoC that is to
decide on whether or not to rehabilitate the corporate debtor
by means of acceptance of a particular resolution plan, the
provisions of the Code and the Regulations outline in detail
the importance of setting-up of such Committee and leaving
decisions to be made by the requisite majority of the members
of the aforesaid Committee in its discretion. Thus, section
21(2) of the IBC mandates that the CoC shall comprise of
financial creditors of the corporate debtor.
56.2. The CoC consists of financial creditors who are in the
business of money lending, and the commercial angle of
CIRP is within the domain of the CoC. Thus, when the CoC
exercises its commercial wisdom, the adjudicating authority
cannot interfere on merits with the commercial decisions
taken by the CoC.
56.3. This Court also held that there is an intrinsic assumption that
financial creditors are fully informed about the viability of the
corporate debtor and the feasibility of the proposed resolution
plan. They act on the basis of a thorough examination of the
proposed resolution plan and assessment made by their team
of experts. The opinion on the subject matter expressed by
them after due deliberations in the CoC meetings through
voting, as per voting shares, is a collective business decision.
The legislature, consciously, has not provided any ground
to challenge the “commercial wisdom” of the individual
financial creditors or their collective decision before the
adjudicating authority and is made non-justiciable.
56.4. While the ultimate business decision lies with the CoC, such
a decision should indicate adequate consideration of the
objectives of the IBC. Accordingly, the adjudicating authority
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should ensure that the decision of the CoC takes into account
the following factors: (i) the corporate debtor should continue
as a going concern during the resolution process, (ii) the value
of assets of the corporate debtor should be maximised, and
(iii) interests of all stakeholders are balanced.
56.5. In the event that the adjudicating authority, on a review of the
facts of the case, concludes that the aforesaid factors have
not been considered, it may send the resolution plan back to
the CoC but not alter the resolution plan of its own accord.
56.6. The jurisdiction bestowed upon NCLAT is also expressly
circumscribed. It can examine the challenge only in relation
to the grounds specified in section 61(3) of the IBC, which is
limited to matters “other than” enquiry into the autonomy or
commercial wisdom of the dissenting financial creditors. Thus,
the prescribed authorities (the Adjudicating Authority/NCLAT)
have been endowed with clearly demarcated jurisdiction as
specified in the IBC and are not to act as a court of equity
or exercise plenary powers.
57. The admitted circumstances are that –
57.1. On 27.09.2022, AGI in Form I applied for approval of the
combination of the subject resolution plan.
57.2. On 22.10.2022, the application in Form I was rejected by CCI.
57.3. On 27.10.2022, through e-voting, the CoC approved AGI’s
resolution plan for HNGIL.
57.4. On 03.11.2022, AGI applied to CCI in Form II for approval
of the combination.
57.5. On 15.03.2023, CCI approved the combination with a few
conditions.
58. The above narrative is relied on to argue that the proviso to sub-
section (4) of section 31 is violated by the RP and CoC. The above
literal construction ignores the circumstances that surround Act 26
of 2018 and Act 26 of 2019, which introduced a few amendments
to both sections 30 and 31 of the IBC.
58.1. The amendment of a provision of law is appreciated by
a comparison between the pre-amendment and post-
amendment law. The amendment to an existing law is
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

necessitated to supplement the gaps noted in achieving the
purpose or object of the existing enactment. The Parliament,
after realizing the existence of a few bottlenecks in the
smooth working of the Act in achieving the object, makes
amendments in the nature of additions, deletions, exceptions,
provisos, etc.
58.2. IBC has undergone a few major changes to improve the
working of the Code. The Parliament, in its wisdom, has
not only incorporated the amendments but also the place at
which the amendments are to be positioned.
59. In the said background, the Parliament has not incorporated the
proviso to sub-section (4) of section 31 in the text of section 30 of
the IBC. Section 30(2) of the IBC, read with Regulation 39(4) of
CIRP Regulations, 2016, has provided for what is to be reported to
the CoC by RP through Form H.
60. It is axiomatic to not interpret a section by referring to or relying on
the Regulations made by the Insolvency and Bankruptcy Board of
India (“IBBI”). The plain requirement for the RP is to state whether
the resolution plan contravenes any of the provisions of the law for
the time being in force.
61. The Parliament, guided by the real-time working of an enactment
based on a report received or otherwise, had undertaken to amend
IBC. The amended and unamended provisions are excerpted as
follows:
Section Unamended Amended
25(h) 25(2)(h) invite (h) invite prospective resolution applicants,
prospective lenders, who fulfil such criteria as may be laid
investors, and any other down by him with the approval of
persons to put forward committee of creditors, having regard to
resolution plans the complexity and scale of operations of
the business of the corporate debtor and
such other conditions as may be specified
by the Board, to submit a resolution plan
or plans;
30(1) 30. (1) A resolution (1) A resolution applicant may submit a
applicant may submit resolution plan [along with an affidavit
a resolution plan to the stating that he is eligible under Section
resolution professional 29-A] to the resolution professional
prepared on the basis prepared on the basis of the information
of the information memorandum.
memorandum.
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30(2)(e) (2) The resolution (e) does not contravene any of the
explanation professional shall provisions of the law for the time being in
examine each resolution force;
plan received by him
to confirm that each [Explanation.—For the purposes of clause
resolution plan— (e), if any approval of shareholders is
required under the Companies Act, 2013
(e) does not contravene (18 of 2013) or any other law for the time
any of the provisions of being in force for the implementation of
the law for the time being actions under the resolution plan, such
in force approval shall be deemed to have been
given and it shall not be a contravention of
that Act or law.]
30(4) (4) The committee of (4) The committee of creditors may
creditors may approve a approve a resolution plan by a vote of
resolution plan by a vote not less than [sixty-six] per cent of voting
of not less than seventy share of the financial creditors, after
five per cent. of voting considering its feasibility and viability [the
share of the financial manner of distribution proposed, which
creditors. may take into account the order of priority
amongst creditors as laid down in sub-
section (1) of Section 53,including the
priority and value of the security interest
of a secured creditor], and such other
requirements as may be specified by the
Board:Provided that the committee of
creditors shall not approve a resolution
plan, submitted before the commencement
of the Insolvency and Bankruptcy Code
(Amendment) Ordinance, 2017 (Ord. 7
of 2017),where the resolution applicant
is ineligible under Section 29-A and may
require the resolution professional to
invite a fresh resolution plan where no
other resolution plan is available with it:
Provided further that where the resolution
applicant referred to in the first proviso
is ineligible under clause (c) of Section
29-A, the resolution applicant shall be
allowed by the committee of creditors
such period, not exceeding thirty days,
to make payment of overdue amounts
in accordance with the proviso to clause
(c) of Section 29-A: Provided also that
nothing in the second proviso shall be
construed as extension of period for the
purposes of the proviso to sub-section
(3) of Section 12 and the corporate
insolvency resolution process shall be
completed within the period specified in
that sub-section] [Provided also that the
eligibility criteria in Section 29-A as
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

amended by the Insolvency and
Bankruptcy Code (Amendment)
Ordinance, 2018 (Ord. 6 of 2018) shall
apply to the resolution applicant who has
not submitted resolution plan as on the
date of commencement of the Insolvency
and Bankruptcy Code (Amendment)
Ordinance, 2018.]
31(1) (1) If the Adjudicating (1) If the Adjudicating Authority is satisfied
Authority is satisfied that the resolution plan as approved
that the resolution plan by the committee of creditors under
as approved by the sub-section (4) of Section 30 meets
committee of creditors the requirements as referred to in sub-
under sub-section (4) section (2) of Section 30, it shall by
of section 30 meets the order approve the resolution plan which
requirements as referred shall be binding on the corporate debtor
to in sub-section (2) and its employees, members, creditors,
of section 30, it shall [including the Central Government,
by order approve the any State Government or any local
resolution plan which authority to whom a debt in respect of
shall be binding on the the payment of dues arising under any
corporate debtor and its law for the time being in force, such as
employees, members, authorities to whom statutory dues are
creditors, guarantors owed,] guarantors and other stakeholders
and other stakeholders involved in the resolution plan:
involved in the resolution
[Provided that the Adjudicating Authority
plan.
shall, before passing an order for approval
of resolution plan under this sub-section,
satisfy that the resolution plan has
provisions for its effective implementation.]
Proviso to - (4) The resolution applicant shall, pursuant
31(4) to the resolution plan approved under sub-
section (1), obtain the necessary approval
required under any law for the time being
in force within a period of one year from
the date of approval of the resolution
plan by the Adjudicating Authority under
sub-section (1) or within such period as
provided for in such law, whichever is
later:

Provided that where the resolution plan
contains a provision for combination, as
referred to in Section 5 of the Competition
Act, 2002 (12 of 2003), the resolution
applicant shall obtain the approval of
the Competition Commission of India
under that Act prior to the approval of
such resolution plan by the committee of
creditors.
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62. Section 30(1) provides for the submission of a resolution plan by the
resolution applicants. Section 30(2) obligates the RP to examine each
resolution plan received by the RP to confirm that the resolution plan
does not contravene any of the provisions of law for the time being
in force. The relevant portion of Form H is reproduced hereunder:

Form H
Section Requirement with respect to Clause of Compliance
of Code/ Resolution Plan Resolution (Yes/No)
Regulation Plan
No.
25(23)(h) Whether the Resolution Applicant
meets the criteria approved by the
CoC having regard to the complexity
and scale of operations of business
of the CD?
Section 29A Whether the Resolution Applicant
is eligible to submit resolution
plan as per final list of Resolution
Professional
or Order, if any, of the Adjudicating
Authority?
Section Whether the Resolution Applicant
30(1) has submitted an affidavit stating that
it is eligible?
Section Whether the Resolution Plan-
30(2)
(a) provides for the payment of
insolvency resolution process costs?
(b) provides for the payment to the
operational creditors?
(c) provides for the payment to the
financial creditors who did not vote in
favour of the resolution plan?
(d) provides for the management of
the affairs of the corporate debtor?
(e) provides for the implementation
and supervision of the resolution
plan?
(f) contravenes any of the provisions
of the law for the time being in
force?
[2025] 1 S.C.R. 1877

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63. Section 30(2)(e) of the IBC requires that the resolution plan does
not contravene any provisions of the law for the time being in force.
Further, the explanation to section 30(2)(e) is that the approval of
shareholders for the implementation of actions is available. With a
report received in Form H from the RP, the issue moves into the
hands of the CoC under section 30(4). Section 30(4) of the IBC has
the following facets:
63.1. The CoC approves a resolution plan by a vote of not less than
sixty-six per cent of the voting share of the financial creditors.
63.2. The CoC ascertains the feasibility and viability of a resolution
plan and also the manner of distribution of priorities.
63.2.1. The manner of distribution may take into account
the order of priority amongst creditors as laid down
in sub-section (1) of section 53.
63.2.2. The manner of distribution includes the priority and
value of the security interest of the secured creditors.
63.2.3. Such other requirements as may be specified by
IBBI.
64. It is noteworthy that sub-section (4) of section 30 of the IBC
conspicuously does not refer to the checklist prescribed in sub-
section (2) of section 30 of the IBC. By law and precedent, the CoC,
while exercising its commercial wisdom, is required to assess the
feasibility, viability and prioritisation of interests. In its commercial
wisdom, nothing prevents the CoC from appreciating the fallout of
non-compliance with combination approval by one of the resolution
applicants. This circumstance may influence the voting pattern of the
CoC. However, it cannot result in the rejection of a non-compliant
resolution plan.
65. The duties and functions of the Adjudicating Authority under section 31
of IBC are as follows.
65.1. Section 31(1) provides for approval of a resolution plan by
the Adjudicating Authority and is summarised thus:
65.2.1. If the Adjudicating Authority is satisfied that the
resolution plan as approved by the CoC under
section (4) of section 30 meets the requirements
referred to in sub-section (2) of section 30;
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65.2.2. Adjudicating Authority then shall, by order, approve
the resolution plan;
65.2.3. The approved plan is binding on (a) the corporate
debtor, (b) employees of the corporate debtor,
(c) members, (d) creditors, (e) Central and State
Governments or local authorities to whom statutory
dues are owned, and (f) Guarantors and other
stakeholders involved in the resolution plan.
65.2. The proviso inserted by Act 26 of 2018 to section 31(1) of
the IBC obligates that the Adjudicating Authority shall, before
passing an order of approval of a resolution plan under sub-
section (1), satisfy that the resolution plan has provisions for
effective implementation.
65.3. The proviso stipulates a threshold consideration on provisions,
i.e., steps and means for effective implementation of the
resolution plan.
65.4. Sub-section (2) of section 31 obligates a different function or
duty, i.e., to reject a resolution plan which does not confirm
to the requirements referred to in sub-section (1) of section
31. Sub-section (2) of section 31 notes that if the Adjudicating
Authority is not satisfied with the resolution plan, which does
not confirm to the requirements referred to in sub-section
(1), the Adjudicating Authority may reject the resolution plan.
The occasion to reject a resolution plan arises under section
31(2) of the IBC. In contrast, there is no occasion for the
CoC to reject an eligible resolution plan.
66. One of the facets of literal interpretation is the grammatical usage of
sentences in the appropriate syntax. Grammatical usage is one of
the means, and it is by law established, not the exclusive means, by
which the sense of the statute is conveyed. The words employed by
the parliament are the instruments by which the parliament expects
or hopes to give effect to a policy or framework.
66.1. In Gurudevdatta VKSSS Maryadit v. State of Maharashtra,12
this Court, while dealing with section 27(3) of the Maharashtra

12. (2001) 4 SCC 534.
[2025] 1 S.C.R. 1879

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Co-operative Societies Act, 1960, held that words must be
given their due meaning in their grammatical sense:
26. Further we wish to clarify that it is a cardinal
principle of interpretation of statute that the words of
a statute must be understood in their natural, ordinary
or popular sense and construed according to their
grammatical meaning, unless such construction leads
to some absurdity or unless there is something in the
context or in the object of the statute to suggest to the
contrary. The golden rule is that the words of a statute
must prima facie be given their ordinary meaning. It is
yet another rule of construction that when the words
of the statute are clear, plain and unambiguous, then
the courts are bound to give effect to that meaning,
irrespective of the consequences. It is said that the
words themselves best declare the intention of the
lawgiver. The courts have adhered to the principle
that efforts should be made to give meaning to each
and every word used by the legislature and it is not
a sound principle of construction to brush aside
words in a statute as being inapposite surpluses, if
they can have a proper application in circumstances
conceivable within the contemplation of the statute.”
(emphasis supplied)

66.2. Further, this Court, in Harbhajan Singh v. Press Council of
India,13 dealt with the interpretation of sub-section (7) of
section 614 of the Press Council Act, 1978, and employed
grammatical tenses to present tenses used in the statute:
“8. The provision is cast in the present tense. A
retiring member is ineligible for renomination. “Not
more than one term” qualifies “renomination”. The
words “retiring”, used in the present tense, and
“renomination” speak aloud of the intention of the
legislature. If the word “retiring” was capable of being

13. (2002) 3 SCC 722.
14. Section 6(7): A retiring member shall be eligible for renomination for not more than one term.
1880 [2025] 1 S.C.R.

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read as “retired” (sometime in the past) then there
would have been no occasion to use “renomination”
in the construction of the sentence. If the intention
of law-framers would have been not to permit a
person to be a member of the Council for more than
two terms in his lifetime then a different, better and
stronger framing of the provision was expected. It
could have been said: “no member shall be eligible
for nomination for more than two terms”, or it could
have been said:“a retired member shall not be eligible
for nomination for more than two terms”.
16. We are clearly of the opinion that sub-section
(7) of Section 6 of the Press Council Act must be
assigned its ordinary, grammatical and natural
meaning as the language is plain and simple. There
is no evidence available, either intrinsic or external,
to read the word “retiring” as “retired”. Nor can the
word “renomination” be read as nomination for an
independent term detached from the previous term
of membership or otherwise than in succession.
(emphasis supplied)

67. The rules of grammar are to be applied unless those rules contradict
the legislative intent or purpose. This statement is more so if it refers
to legislative intent or purpose manifested in the only manner in which
a legislature can authoritatively do so in the text of the enactment.
Though not to find out violability in the text of the enactment, but to
keep the content consistent throughout the enactment – the court
gathers the meaning of all the expressions used in the same section.
In this manner, the courts have applied grammatical construction to
provisions of law.
68. In sub-section (2) of section 31, the words “does not confirm to
the requirements of sub-section (1) of section 31” grammatically
interpreted throw light on the stage of satisfactory compliance of all
the requirements of sub-section (2) of section 30. The Parliament, in
its wisdom, would have employed the expression “did not” in place
of “does not” if the requirement is that the resolution plan is fully
compliant at a stage before consideration of the resolution plans by
the CoC. As part of the interpretative process, the Court ought not
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

to lose sight of expressions which are in the present tense, such
as “meets”, “does not”, and “satisfies” in section 31 of the IBC. The
word “confirm” literally means “to verify” for both positive recordings
of requirements of sub-section (1) of section 31 and also negative
recordings of omissions or illegality in the resolution plans voted
by the CoC. There is no ambiguity that when sub-section (1) of
section 31 is referred to in both the eventualities stated above, it
includes clause (e) of section 30(2) of the IBC. The above literal
construction, as has been canvassed by the appellants, must be
applied to the entire scheme of sections 30 and 31 and not merely
in isolation to the proviso to sub-section (4) of section 31 of the
IBC. Sub-sections (1) and (2) of section 31 obligate the Adjudicating
Authority in its jurisdiction to decide these aspects and consider
whether approval should be granted or rejected.
69. The consequences of approval are also set out in sub-section (1)
of section 31, including transferring the business of the corporate
debtor to a successful resolution applicant. Sub-section (4) grants a
window of one year to the successful resolution applicant for obtaining
permissions, licenses or permits under applicable laws. These are
ex post facto operational permissions/consents/licences needed to
run the business as a going concern by the successful resolution
applicant and to avoid civil or penal consequences. Sub-section (4)
provides for a legal fiction to continue to operate with the existing
permissions/licences/consents in favour of the corporate debtor from
a host of authorities by the successful resolution applicant.
70. Whereas the meaning, definition and implication of combination
attracting sections 5 and 6 of the Competition Act are distinct. By
keeping in perspective the language of sections 5 and 6 of the
Competition Act, the combination should have the approval of CCI
on the day on which the resolution applicant receives approval under
section 31(1) of IBC. In the alternative, the absence of combination
approval would result in the combination being void. The successful
resolution applicant cannot be allowed to take over the management
awaiting orders of CCI, and the successful resolution applicant
cannot undertake business operations. The memorandum and notes
on clauses appended to the ordinance and amendment recognised
the need for statutory protection and the need for due compliance
with statutory requirements of approval of combination under the
Competition Act by the successful resolution applicant. There is an
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inconsistency and ambiguity in the stage of having CCI approval.
In such cases, the text of the amended and unamended sections
should guide the interpretation.
71. Section 30(4) does not obligate the CoC to examine whether the
resolution plan contravenes the requirements of section 30(2)(e) of
the IBC. The comprehensive proposals submitted by the RP and
the resolution of the CoC will disclose feasibility and viability. The
proposal of the successful resolution applicant being legally compliant
in a CIRP attracting CCI’s approval for combination is examined by
the Adjudicating Authority.
72. Essar Steel (supra) has laid down as a clear principle or ratio that the
CoC is primarily concerned with feasibility, viability and the manner
of distribution proposed, etc., amongst the creditors and may keep
in mind section 53(1) of the Code. The insistence upon approval of
CCI before CIRP reaches section 30(4) would limit the number of
eligible resolution applicants, and the core objects of CIRP, intended
to benefit the stakeholders through maximization of recovery, is
defeated. Noted from the sense of commercial prudence, unless the
resolution plan is acceptable to the CoC, a question arises as to the
prudence for a business entity to move the CCI for approval. Through
the Amendment Act, the proviso to subsection (4) has been inserted
within section 31. If the timing of having approval of the combination
is at the stage where the CoC is considering the resolution plans,
then the insertion would have been in section 30, but not as is
reflected in the amended section 31 of the IBC. Stepping up the
requirement to a stage not envisaged by the parliament, particularly
not resulting in a consequence for not having the approval of CCI,
would be akin to writing too much into the sentence. In this context,
if the requirement of approval of combination at the stage of CoC is
held as mandatory, then through a literal interpretation of the proviso
to section 31(4), the Court would be catapulting the proviso to a
place not expressed by the parliament. Precisely reiterated, such
interpretation, apart from causing difficulties in CIRP defeats the very
object of maximization of recovery.
73. In contradistinction, section 31(4) specifically refers to due compliance
with the requirements of sub-section (1) of section 31, which then
refers to the requirements in sub-section (2) of section 30 with regard
to approval of the resolution plan. The statutory compliance by the
resolution applicant is divided into two stages viz., firstly, sub-section
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

(4) provides a window time of one year to obtain necessary approval
under any law by the resolution applicant; and secondly, having the
combination approval before sub-section (2) of section 31 of IBC.
This said compliance status enables the Adjudicating Authority to
accept or reject a resolution plan which does not confirm to the
requirements referred to in sub-section (1) of section 31. The final
consideration of the resolution plans before the Adjudicating Authority
arises in the manner laid down by this Court in Essar Steel (supra).
The absence or presence of combination approval while a decision
is taken under sub-section (4) of section 30 is not very relevant from
the perspective of feasibility or viability. The Adjudicating Authority,
if it is satisfied that the resolution plan has provisions for effective
implementation, then one facet of verification is over. After which, it
is verified whether to reject the resolution plan for not confirming to
the requirements referred to in sub-section (1) of section 31. To wit,
it is noted as an example that a resolution applicant gets into the
management of the corporate debtor by an order under section 31(1)
of the IBC, and has combination approval for the resolution plan on
that day, then the consequence of section 6 of the Competition Act,
namely the combination being void, is not attracted. The purpose and
object of the IBC and the subsequent amendments are to provide
theoretical and practical resolution to the financial difficulties of a
stressed corporate debtor for the benefit of the stakeholders of the
corporate debtor. The statutory scheme is not intended to give undue
advantage or hardship to the resolution applicants.
74. Yet another reason taken note is that as per the statutory scheme,
the resolution plan receives two kinds of approvals, one by the CoC
under sub-section (4) of section 30 primarily on feasibility and viability
and another from the Adjudicating Authority that the resolution plan
has provisions for its effective implementation and that the resolution
plan confirms to sub-section (2) of section 30, including clause (e).
The proviso to sub-section (4) of section 31 needs to be carefully
examined. It may be noted that the proviso to sub-section (4) of
section 31 refers only to a resolution plan containing a provision for
combination.
75. The question as to whether a requirement under the statute is
mandatory or directory depends upon the intent of the legislature and
not upon the language in which the intent is clothed. The meaning
and intention of the legislature must govern, and these are to be
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ascertained not only from the phraseology of the provision but also
by considering its nature, its design, and the consequences which
would follow from construing it one way or the other.15
76. The use of the word ‘shall’ raises a presumption that the particular
provision is imperative. However, the prima facie inference about the
provision being imperative may be rebutted by other considerations,
such as – the object, scope of the enactment, and the consequences
flowing from such construction. The interpretation of the word ‘shall’
as directory has been a purposive effort of the court to sustain the
object of the statute and, at the same time, ensure compliance with
the requirements. This Court has interpreted ‘shall’ as directory to
preserve the legislative effort and intent of the statute.
76.1. In Sainik Motors v. State of Rajasthan,16 State of UP v. Babu
Ram Upadhya,17 and State of MP v. Azad Bharat Finance
Co.,18 this Court has held that the word ‘shall’ does not always
imply that a provision is mandatory. If the legislative intent or
the context requires the statute to be not mandatory, then the
word ‘shall’ is to be contextually interpreted.
76.2. This Court has also held that the ultimate rule in construing
auxiliary verbs like ‘may’ or ‘shall’ is to discover the legislative
intent without giving it a controlling or determinative effect. The
subject matter, the purpose of the provisions, the object intended
to be secured by the statute which is of prime importance, and
the actual words employed have to be considered in determining
the nature of the obligation cast by the statute while employing
‘shall’ or ‘may’.19
77. In determining whether the word ‘shall’ is mandatory or directory, the
court examines noscitur a sociis20, the operation, functions, duties, and
consequences for non-performance. The rule of literal interpretation
with its exceptions is noted, and the grammatical interpretation of

15. Earl T. Crawford, The Construction of Statutes (Thomas Law Book Company, 1940), p. 516.
16. AIR (1961) SC 1480
17. AIR (1961) SC 751
18. AIR (1967) SC 276
19. Bachahan Devi v. Nagar Nigam, Gorakhpur (2008) 12 SCC 372
20. The meaning of words should be identified by reference to other words in the context of which they
appear.
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sections 30 and 31 of IBC sets the stages of consideration of twin
approvals – one by the CoC, and the other by the Adjudicating
Authority – while approval or rejection is granted to the resolution
plan. The combination approval as an enclosure to an applicable
resolution plan at the stage of section 30(4) of the IBC is a form or
procedure that does not have consequences. At the same time, the
combination approval to an applicable resolution plan at the stage of
consideration of the Adjudicating Authority under section 31(1) and
(2) of the IBC becomes substantial. This is because, a non-compliant
resolution plan can be rejected only by the Adjudicating Authority,
whereas the CoC is principally concerned with the feasibility and
viability.
78. When adopting a consequentialist approach, it becomes clear
that the insistence upon a combination approval at the stage of
Section 30(4) does not place the stakeholders at an advantageous
position. Further, presenting the combination approval at the stage
of consideration by the Adjudicating Authority under section 31(1)
and (2) does not diminish the value of the stressed assets because
of robust competition among eligible resolution applicants. Further,
the opportunity cost that arises from treating the stage at which
combination approval is required as mandatory may disturb the
smooth working of the intricate and competitive insolvency resolution
system that the IBC envisages. Thus, the consequences of compliance
and non-compliance with all the legal requirements of the resolution
plan arise only before the Adjudicating Authority. Consequently, to
keep section 31 uniform in all perspectives, it is concluded that in
the place of literal interpretation, purposive interpretation is apt;
therefore, the word ‘shall’ in the proviso to section 31(4) of the IBC
is interpreted and held as directory.
79. From the above discussion, it is held that the proviso to sub-section
(4) of section 31 is directory and would be compliant with IBC and the
Competition Act. Hence, the combination approval of CCI at the stage
of consideration of the resolution plan by the Adjudicating Authority
under section 31(1) would be proper and legal. Such interpretation
keeps the operations of the successful resolution applicant as a going
concern, without deviating from the rigour of the Competition Act,
and simultaneously, a one-year window is granted to obtain licenses,
permissions, consents and other regulatory approvals envisaged
by a host of laws. Therefore, the proviso is interpreted purposively
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and held that the approval of a combination of CCI at the stage of
consideration by CoC is directory and not mandatory. By operation
of section 31(2) of the IBC, to avoid rejection of a fully compliant
and voted resolution plan, the Adjudicating Authority confirms that
the approval of the combination is available before implementing the
resolution plan. At best, the use of the words “prior to” is a temporal
expression whose mandatory or directory nature is to be determined
from the context surrounding section 31.
80. IBC and the Competition Act have timelines for the discharge of a
duty and function. In this light, it is impermissible to interpret the
provisions in one enactment by keeping in perspective the starting
point of a timeline and the termination of a timeline in the other
enactment. The enactments are allowed to work parallelly and without
pressure for performance from the other in line with the duties and
obligations cast through the enactments.
81. It is argued that the NCLAT in ArcelorMittal (supra), Vishal Vijay
Kalantari (supra) and Makalu Trading Limited (supra) held that the
requirement under proviso to sub-section (4) of section 31 is directory
at the stage of CoC approval. The view of that NCLAT was confirmed
by this Court in Vishal Vijay Kalantari (supra) and Makalu Trading
Limited (supra) while referring to the NCLAT judgement in ArcelorMittal
(supra). The argument of the appellant is that the confirmation of
a view taken by the NCLAT, as above, is either distinguishable or
alternatively cannot be treated as a binding precedent for deciding
the controversy in these appeals. In reply, it is argued that the
NCLAT has considered the crux of the issue in these matters and
the Civil Appeal(s) that stood dismissed has the effect of a binding
precedent on the question of whether the proviso to sub-section (4)
of section 31 of the IBC is mandatory or directory. The absence of
a reasoned dismissal order is no reason to re-open an otherwise
established position of law. To appreciate the consideration by NCLAT
and confirmation by this Court, the narrative is presented as follows:
Case Case Reasoning of NCLAT Order of the SC
No.
1. ArcelorMittal NCLAT held that proviso to sub- No appeal to
section (4) of section 31 of the this Court.
NCLAT – 2019
IBC, which relates to obtaining
SCC OnLine
the approval from CCI under the
NCLAT 920
Competition Act, 2002 prior to the
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

approval of such ‘Resolution Plan’
by the CoC, is directory and not
mandatory. It is always open to the
CoC, which looks into the viability,
feasibility and commercial aspects
of a ‘Resolution Plan’ to approve
the ‘Resolution Plan’ subject to
such approval by CCI, which may
be obtained prior to approval
of the plan by the Adjudicating
Authority under section 31 of the
IBC.
2. Vishal Vijay A plain reading of the provision This Court
Kalantari makes it clear the Resolution found no reason
Applicant is to obtain necessary to interfere with
NCLAT – 2020
approval within one year from the the NCLAT
SCC OnLine
date of approval of the Resolution judgement.
NCLAT 1013
Plan by the adjudicating (Division Bench
Supreme authority. It is manifestly clear Decision)
Court – 2021 that a Resolution Plan containing
SCC OnLine provision for combination
SC 3243 has been treated as a class
apart requiring approval of the
Competition Commission of India
even prior to such Resolution
Plan being approved by the
Committee of Creditors. However,
treating such requirement as
mandatory is fraught with serious
consequences.
Thus, relying on ArcelorMittal
(Supra), the NCLAT held section
31(4) to be directory.
3. Makalu The adjudicating authority was This Court did
Trading conscious of the CCI approval, not interfere
Limited thus, ignoring the fact that CCI with the NCLAT
approval has been obtained post judgement since
NCLAT –
CoC approval of the Resolution no substantial
(2020) SCC
Plan is in line with the view taken question of law
OnLine NCLAT
in ArcelorMittal (Supra). is involved.
643
(Three-judge
Supreme bench decision)
Court – Civil
Appeal No.
3338 of 2020,
order Dt. 12
October 2020
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82. The tabular statement takes note of the conclusions stated by
the NCLAT. The argument against the view taken by this Court in
Vishal Vijay Kalantari (supra) and Makalu Trading Limited (supra)
is rejected.
82.1.In matters of trade, industry, and commerce, continuity and
consistency in precedents are the foundations on which prudent
business decisions are made. The consistent view in case law
enables the market players to arrange affairs in compliance
with the law and the precedents. In the working of the IBC, it
does not appear that the only certainty is that nothing is certain.
The resolution applicant is not to be subjected to intolerable
uncertainty or not knowing what comes next. While doubt is
not a pleasant condition, the adjudicatory process should not
multiply it. The object of IBC is to provide the institutional
framework for theoretical resolution without considering
liquidation as the first option. The buoyant economy needs
absorption mechanisms to prevent collateral and cascading
impact on the investors, depositors and financial creditors.
Therefore, the idea of the IBC is to let the financial markets
work.
83. The view taken by the NCLAT on the question of whether the
requirement of proviso to sub-section (4) of section 31 of IBC is
mandatory or directory is correct. Thus, the appeals fail.
84. On 05.11.2022, the RP moved for approval under section 30(6)
of the IBC for the resolution of the CoC Dt. 27.10.2022. INSCO,
on 14.11.2022, filed application No. 1497/2022 to reject AGI’s
resolution plan for want of CCI approval. Further consideration by
the Adjudicating Authority is paused because of an interlocutory
application, an appeal to the NCLAT, and the subsequent
proceedings in this Court. The resolution plans were submitted with
the contemporaneous perspective of the physical state of affairs
of men, machinery and matters of the corporate debtor. The delay
loses the very sheen in the effort to revive the stressed assets of a
corporate debtor. The law provides for availing legal remedies. It may
not be understood as laying down that the interlocutory applications
are not maintainable before the Adjudicating Authority and NCLAT.
Parties are well within their competence to move an application,
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including further statutory remedies under IBC in accordance with
law. The outcome must be met with consequences and costs for
the unsuccessful parties. The consequences of delay must also be
borne in mind. In State Bank of India & Ors. vs. The Consortium
of Murari Jalan and Florian Fritsch & Anr.,21 this Court held CIRP
cannot be endlessly postponed, including under the garb of litigation.
This Court further held that the completion of CIRP is imperative to
avoid value erosion. The failure of the resolution process will finally
result in the sale of scrap of the assets of the corporate debtor, and
again, a scenario experienced under previous regimes is reflected.
It is axiomatic, more particularly in commercial matters, that costs
and consequences of adjudication follow the event. In corporate
and commercial matters, as a corollary, the cost must follow the
result. Hence, costs are awarded while dismissing the appeals and
are to be credited to the account of the RP.
84.1. INSCO’s C.A. 6071/2023 – dismissed with a cost of
Rs.25,00,000 (Indian Rupees twenty-five lakh only).
84.2. UPGMS’s C.A 6055/2023 – dismissed with a cost of
Rs.10,00,000/- (Indian Rupees ten lakh only).
84.3. HNG’s Karamchari Union C.A 6123/2023 – dismissed with a
cost of INR 10,00,000/- (Indian Rupees ten lakh only).
84.4. Soneko Marketing’s C.A. 6177/2023 – dismissed with a cost
of INR 10,00,000/- (Indian Rupees ten lakh only).
84.5. HNG Industries’ C.A. 6847/2023 – dismissed with a cost of
INR 50,000/- (Indian Rupees fifty thousand only).
85. It is appropriate to direct the Adjudicating Authority to dispose of
the Application filed by the Resolution Professional within 6 weeks
from today.

21. Civil Appeal No. 5023-5024 of 2024.
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Judgment‡

S.V.N. Bhatti, J.

1. The civil appeals assail the order Dt. 28.07.2023 of the National
Company Law Appellate Tribunal, Principal Bench, New Delhi
(“NCLAT”). The appeals arise under the Competition Act, 2002
(“Competition Act”).

I. BACKGROUND
2. On 21.10.2021, the National Company Law Tribunal, Kolkata Bench
(“NCLT”) admitted CP (IB) 369/2020, an application filed by DBS
Bank under section 7 of the Insolvency and Bankruptcy Code, 2016
(“IBC”) against Hindustan National Glass and Industries Limited
(“HNGIL”). HNGIL is the corporate debtor engaged in manufacturing
and supplying glass containers. HNGIL admittedly has a substantial
market presence in the relevant market in India.
3. AGI Greenpac Limited (“AGI”) and Indian Sugar Corporation Limited
(“INSCO”) were prospective resolution applicants in the corporate
insolvency resolution process (“CIRP”) ordered by the NCLT in Case
No. CP (IB) 369/2020. The resolution professional (“RP”) issued
the request for resolution plan (“RFRP”) Dt. 24.05.2022. The RFRP
stipulates in Clauses 2.6.3(c), 3.3 and 4.1.1(k) that the approval of
the combination by the Competition Commission of India (“CCI”)
is available before the Committee of Creditors (“CoC”) considers
the resolution plan. Considering the financials and market share
of HNGIL, the rigour of combination as defined in section 5 of the
Competition Act is attracted to the proposal of AGI since it has a
substantial presence in the relevant market in India. Sections 5 and
6 of the Competition Act set out the combination and regulation of
combinations. To wit, it is noted that the resolution applicants to
the RFRP Dt. 24.05.2022 who are in the manufacture and supply
of glass containers similar to the activities of HNGIL are informed
to have the approval of the combination of the proposed resolution

‡ Ed. Note: Judgment pronounced by Hon’ble Mr. Justice S.V.N. Bhatti in Civil Appeal No(s). 4954, 4937,
5018, 5401, 6771, 7428, 7038 and 7037 of 2023
[2025] 1 S.C.R. 1891

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

plan before the CoC considers the feasibility and viability of the
resolution plan.
4. If the proposal of the resolution applicant contributes to horizontal or
vertical relationships, then the requirements of sections 5 and 6 of the
Competition Act are attracted, and due compliance is necessitated.
5. INSCO is a multinational company headquartered in Bermuda. It is
engaged in consulting for agriculture, financial management, and
business consultancy. AGI is engaged in manufacturing and supplying
glass containers and has a substantial market share in the relevant
market in India. The actual percentage of market participation of any
of the parties is not noted as part of the narrative on the background
circumstances. The parties to the appeal are in agreement that having
the combination approval from CCI for the proposed resolution plan
is attracted to both AGI and INSCO. The distinction in compliance
format is that AGI must follow the Form II process for obtaining the
approval of CCI for the proposed resolution plan; on the contrary,
INSCO, not being a player in the relevant market in India, is subjected
to the simple and straight forward procedure, also known as green
channel, contained in Form I.
6. On 18.08.2022, INSCO sought clarification from the RP on the
combination approvals and the RP, by reply e-mail Dt. 25.08.2022,
informed INSCO that CCI’s approval could be obtained after the
approval of the resolution plan by CoC but prior to the filing of the
resolution plan before the Adjudicating Authority.
7. INSCO and AGI fall within the purport of Clauses 2.6.3(c), 3.3
and 4.1.1(k) of the RFRP. On 27.09.2022, AGI filed Form I with
CCI under regulation 5(2) of the Competition Commission of
India (Procedure in regard to transaction of business relating
to combinations) Regulations 2011 (“Combination Regulations
2011”) intimating the proposed combination of AGI and HNGIL as
part of CIRP. On 30.09.2022, INSCO, a foreign player, applied in
Form I for combination approval under the green channel for the
proposed combination in the CIRP of HNGIL and received deemed
approval vide notice C-2022/09/974. The UP Glass Manufacturers
Syndicate (“UPGMS”), Appellant in Civil Appeal No.4054/2023, filed
objections before the CCI to the Form I application made by AGI
on 27.09.2022. On 13.10.2022, CCI directed AGI to file a notice in
1892 [2025] 1 S.C.R.

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Form II in terms of Regulation 5(5) of the Combination Regulations
2011. On 27.10.2022, the CoC approved AGI’s resolution plan by
98% vote through e-voting.
8. On 03.11.2022, AGI filed notice in Form II before the CCI for the
approval of a combination of the successful resolution plan. On
17.11.2022, CCI sought additional information/documents from AGI.
AGI, through the reply Dt. 08.12.2022, responded to the queries raised
by the CCI. On 19.12.2022, AGI filed the additional submissions/
material before the CCI.
9. CCI, upon forming a prima facie opinion that the proposed combination
of AGI with HNGIL is likely to cause appreciable adverse effect on
competition (“AAEC”) in the relevant market in India, decided to issue
a show cause notice to AGI. On 10.02.2023, CCI issued a show
cause notice under section 29(1) of the Competition Act to AGI to
show cause as to why an investigation in respect of the proposed
transaction should not be carried out. On 10.03.2023, AGI replied
to the show cause notice Dt. 10.02.2023 and voluntarily offered to
hive off or divest the Rishikesh Plant upon approval of the resolution
plan by the Adjudicating Authority under the IBC. This was followed
by further clarifications of AGI on 14.03.2023. CCI, on 15.03.2023,
approved, under section 31(1) of the Competition Act, the modified
combination of AGI.
10. The combination was approved vide order Dt. 15.03.2023 and was
challenged before the NCLAT by a few aggrieved parties. NCLAT,
through the order Dt. 28.07.2023, impugned in the civil appeals,
dismissed the appeals and confirmed the combination approved by
CCI. Hence, the civil appeals.

II. THE GIST OF CCI ORDER DT. 15.03.2023
11. AGI and HNGIL are engaged in the manufacture and supply of glass
containers. The activities of HNGIL and AGI involve both horizontal
and vertical relationships. The CCI delineated the relevant product
market as container glass packaging and noted the operation and
existence of both wholesale and retail segments by AGI and HNGIL.
The CCI appreciated the combined market share of HNGIL and AGI
in the delineated relevant market as – (i) Alco-Beverage (40-50%)
and (ii) F&B (80-85%). The combined effect of AGI and HNGIL is
[2025] 1 S.C.R. 1893

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

noted as significant players in the Alco Beverage and F&B Sector.
The combination is likely to have significantly increased the level
of concentration in the relevant market for container glass. Further,
the countervailing power of the buyers is limited in the market, and
imports seem to be marginal in the relevant market of the proposed
combination. Moreover, the “failing firm” defence that a delay in
acquisition would adversely affect the viability of the target was
rejected, and a holistic approach to the assessment of the proposed
transaction was applied, which involved accepting and balancing
structural changes in the combination details. It is contextual to
note the following clauses in the modification plan Dt. 10.03.2023
and 14.03.2023. The important features of the modification to the
suggested combination are stated thus:
11.1. Clause 4 – 10 years stoppage on any direct or indirect influence
over the whole or part of the Rishikesh Plant.
11.2. Clause 8 – AGI shall operate at an arm’s length basis from
the Rishikesh Plant.
11.3. Clause 14 – From the effective date until the transfer of the
Rishikesh Plant, the Plant is to be kept separate from AGI.
11.4. Clause 29 – As per regulation 27 of the Combination
Regulations 2011, there shall be an independent agency to
monitor the divestment business.
12. AGI presented that hiving off the Rishikesh Plant – the least loss-
making and the plant that had recorded a growth of 24% in 2021-
22 – would efface the risk of AAEC, as noted by CCI. The products
manufactured in Rishikesh Plant have a substantial presence in the
relevant market segments. For the reasons recorded in the order
Dt. 15.03.2023, the voluntary modification of AGI was accepted.
It is noted that the power of buyers to countervail is limited. The
financial situation of HNGIL with the proposed modification will not
result in AAEC. The CCI approved the proposed combination of
AGI and HNGIL subject to compliance with regulation 25(1)(a) of
Combination Regulations, 2011. The approval further noted that the
failure to comply with the modification would deem the violator liable
for proceeding under the Competition Act. The order of approval of
CCI Dt. 15.03.2023 was assailed before the NCLAT.
1894 [2025] 1 S.C.R.

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13. The details of the appellants are stated thus:

Sl. NCLAT Case No. Civil Appeal No. Appellant
No.
1. (AT) No. 07 of Civil Appeal No. UPGMS
2023 4954/2023
2. (AT) No. 08 of Civil Appeal No. INSCO
2023 4924/2023
3. (AT) No. 09 of Civil Appeal No. M/s Geeta
2023 4937/2023 and Company
4. (AT) No. 10 of Civil Appeal No. HNG Workers
2023 5018/2023 Union

14. In Civil Appeal No. 5401 of 2023, AGI objected to the filing of appeals
before NCLAT by the above appellants as they are not aggrieved
persons, and the appeals, at their instance, are not maintainable.
15. To sum up the case before NCLAT, the objections are that the
CCI failed to comply with the requirement of section 29(1) of the
Competition Act because the CCI has not issued show cause notice
to both the parties to combination, i.e., the acquirer and the target
entity. Approval of the combination is vitiated and illegal inasmuch
as CCI, on forming a prima facie opinion about AAEC through the
combination proposed, issued a show cause notice under section
29(1) of the Competition Act to AGI.
16. CCI should have taken the investigation as mandated by section
29(1) of the Competition Act by calling for the opinion of the Director
General and directing AGI to cause public notice of the proposed
combination. The non-compliance with section 29(2) renders the
combination approval Dt. 15.03.2023 illegal and unsustainable. The
prima facie opinion formed by the CCI under section 29(1) of the
Competition Act steps up consideration to the stage of investigation.
The combination approval under section 31 could be granted only
after complying with section 29(2) of the Competition Act. Regulation
25(1) (a) of Combination Regulations 2011 has been misinterpreted
or misapplied. The NCLAT in the above set of contentions framed
the following points for consideration:
[2025] 1 S.C.R. 1895

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

Sl. Points Conclusion
No.
1. Whether the Appellant(s) have The NCLAT noted that the
locus to challenge the order of the appellants have locus to file
Competition Commission of India the appeal. The NCLAT looked
dated 15.03.2023 within the meaning at the judgement of Samir
of Section 53B of the Competition Agarwal v. CCI1 in coming to
Act, 2002? a conclusion. The judgement
notes that “person aggrieved”
has to be read widely.
2. Whether Section 29, sub-section (1) Section 29(1) of the
contemplates that a Show Cause Competition Act contemplates
Notice to be issued to the parties to that show cause notice has
combination, i.e., both acquirer and to be issued to the parties in
the target entity or word ‘parties’ combination. Thus, the notice
occurring in Section 29(1) has to be has to be issued to the target
read singularly? and the acquirer. In the present
case, show cause notice was
merely issued to the acquirer
– AGI.
3. Whether non-issuance of Show The mere non-issuance of
Cause Notice to HNGIL vitiates the notice does not vitiate the CCI
order of approval granted by the proceedings. The reasoning
Commission under Section 31, sub- adopted by the NCLAT was
section (1)? that the RP has no objection
and placed the Resolution
Plan before the Adjudicating
Authority.
4. Whether after formation of prima- The CCI noted that there
facie opinion that combination was no occasion to form an
is likely to cause an appreciable opinion under Section 29(2) of
adverse effect on competition by the Competition Act under the
the CCI under Section 29, sub- circumstances of the case.
section (1), there was no occasion
to form again a prima facie opinion
under Section 29(2) after receipt
of response to the Show Cause
Notice and the CCI was required to
complete the further process under
Section 29(2) including direction to
the parties to the combination to
publish details of combination?

1. (2021) 3 SCC 136
1896 [2025] 1 S.C.R.

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5. Whether the process as The process as contemplated
contemplated under Section 29, under Section 29 of the Act was
subsection (2) having not been complied with since the opinion
completed by the CCI before was given under Section 29(1)
passing the order dated 15.03.2023, of the Act, and had not reached
the order passed by the CCI is the stage of Section 29(2) of
against the procedure prescribed the Act.
under Section 29 and deserved to
be set aside?
6. Whether in spite of Respondent The CCI, after issuing show
No.2 along with response to Show cause notice AGI suggested
Cause Notice having offered modification, thereafter CCI
modification to address the prima approved the combination.
facie concern expressed in the Sections 30 and 29 have to
said Show Cause Notice as per be read harmoniously, and it
Regulation 25 (1) (a) of 2011 cannot mean that even if, prima
Regulations, the CCI was obliged to facie opinion at the second
direct the parties to publish details of stage is not formed by the CCI,
the combination? the CCI should publish details
of combination.
7. Whether the modifications Decisions by expert body
suggested by Respondent No.2 in should not be interfered with,
its reply to Show Cause Notice, when it has been given after
adequately addressed the AAEC following the procedure under
as expressed in the Show Cause the Act and the Regulations.
Notice under Section 29, sub-
section (1)?

8. Whether the Commission in the There is application of
impugned order has examined the mind, and the requirements
relevant aspects as contained in under Section 20(4) of the
Section 20, sub-section (4) of the Competition Act have been
Act or the impugned order suffers followed.
from non-application of mind?

9. Whether order of the Commission Natural justice principles are
dated 15.3.2023 can be said to followed when there are civil
have been passed in violation consequences. There is no
of principles of natural just since entitlement given to other
the objections filed by Appellant persons other than those
the U.P. Glass Manufacturers given notice to participate in
Syndicate even after the order the proceedings. The filing
dated 22.02.2024 were not duly of objections happens under
considered? Section 29(2), and since the
stage had not arisen, UPGMS
cannot claim violation of
natural justice.
[2025] 1 S.C.R. 1897

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

17. CCI filed four appeals against the findings recorded by the NCLAT on
the legal obligation to issue notice to both parties to the combination
and not just the acquirer under section 29(1) of the Competition Act.
Hence, the batch of civil appeals against the order Dt. 28.07.2023.

Sl. Civil Appeal No. Respondent
No.
1. Civil Appeal 6771/2023 UPGMS
2. Civil Appeal 7428/2023 INSCO
3. Civil Appeal 7038/2023 M/s Geeta and Company
4. Civil Appeal 7037/2023 HNG Workers Union

III. ARGUMENTS OF COUNSEL
18. We have heard learned Senior Counsel Shri Rajshekhar Rao, Dr.
Abhishek Manu Singhvi, Shri Dushyant Dave and Shri Balbir Singh
for the appellants.
19. The arguments are summed up as follows:
19.1. HNGIL is a brownfield business enterprise with a good
market presence in the manufacture and supply of glass
containers. AGI has a substantial market presence and has
a market share of more than 70% of the identified products.
AGI, through the proposed resolution process, if approved
by the Adjudicating Authority, would take over HNGIL as a
going concern.
19.2. The business of AGI, with the coming into force the
implementation of the resolution plan, would have substantial
AAEC on the relevant product market in India. The
Competition Act prohibits combination, leading to the
monopolistic presence of a business entity and dominance
over the market, the product, the price, etc., in the relevant
product market.
19.3. The RP, therefore, incorporated clauses in the RFRP on the
necessity of approval of combination from CCI under the
Competition Act before the resolution plan is considered by
the CoC.
1898 [2025] 1 S.C.R.

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19.4. The admitted position of the shortlisted resolution applicants
is that the proposed takeover of the business entity (HNGIL)
would attract a combination, and thus, the approval of the
combination is required under the Competition Act. In this
factual matrix, the CCI, as a regulatory statutory body,
conforms to all the prescriptions of law under sections 20,
29, and 31 of the Competition Act and regulation 19 of
Combination Regulations 2011. The CCI examined the details
of the acquirer and the target in a perfunctory manner.
19.5. The assessment of AAEC by CCI ignored the manufacturing
capacity of AGI or HNGIL in the relevant product market.
The data relied on by CCI is not accurate, and the AAEC
is arrived on the TPD of relevant products but not on the
installed capacity of the respective units or consented
capacity of AGI or HNGIL under various enactments. Looking
from such a perspective, the hiving off the Rishikesh Plant
through a voluntary modification of the combination plan is
illegal and assuming without admitting the Rishikesh Plant
could be hived off as part of the modification, the resultant
diminishing effect on AAEC within the relevant product market
would be negligible.
19.6. In other words, the prima facie opinion formed by CCI
under section 29(1) remains intact warranting investigation.
CCI, by accepting the modification and issuing conditional
approval, failed to discharge the regulatory obligation under
the Competition Act, particularly section 20.
19.7. Section 29 of the Competition Act prescribes the procedures
not only for issuing show cause notice for investigation but
also mandates issuing directions for investigation into the
proposed combination. Approval of the combination vide
order Dt. 15.03.2023, without investigating the proposal under
section 29(2) of the Competition Act is illegal and contrary
to the mandate of section 29.
19.8. The non-publishing of the details of the proposed combination
under section 29(2) denied the opportunity to the affected
public to file written objections as required under section 29(3)
of the Competition Act. Therefore, the conditional approval
of combination under section 31 of the Competition Act is
vitiated.
[2025] 1 S.C.R. 1899

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

19.9. Shri Balbir Singh, appearing for CCI, argued against the
findings recorded on the need to issue notice to parties, i.e.,
the acquirer and the target. He also argued to sustain the
orders of CCI and NCLAT in so far as the approval of the
combination is concerned.
20. Shri Mukul Rohatgi, the learned Senior Counsel appearing for
AGI, principally made his submissions to sustain the orders of CCI
and NCLAT, particularly by relying on the relevant portions of the
respective orders. He argued on the locus standi of appellants to
challenge the order Dt. 15.03.2023 of CCI. The arguments are
summed up as follows:
20.1. The CCI performs regulatory and enforcement obligations
fastened by the Competition Act. Combination as per the
Act takes in its fold instances of acquisitions, mergers and
amalgamations
20.2. The three different assimilated business ventures that
come within the meaning of combination, and the inter se
difference would be the extent of integration in substance.
The expression ‘parties to combination’ used in section 29 is
used in its general sense. Regulation 9 of the Combination
Regulation 2011 stipulates the obligation to file notice.
20.3. CCI, on receipt of notice in Form I, called upon AGI to file
a notice in Form II as the requirements attached to green
channel clearance envisaged through Form I were not
available to AGI. On 03.11.2022, AGI filed a notice in Form
II before the CCI.
20.4. The CCI is an expert body, and the case study of a proposed
combination or investigation into any breach of the provisions
is examined or investigated depending upon the intricacies
recorded by the CCI. In the case on hand, the examination
of data by CCI conforms to the requirements of section 20
of the Competition Act. Therefore, there was no occasion to
investigate the proposed combination.
20.5. The CCI issued a show cause notice Dt. 10.02.2023 to AGI
to show cause why an investigation shall not be ordered. AGI
filed a response Dt. 10.03.2023 and also a modification plan
1900 [2025] 1 S.C.R.

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Dt. 14.03.2023 for consideration by CCI. CCI, after being
satisfied with the reply and the modification suggested by
AGI. Consequently, the combination was approved by CCI
under section 31 of the Competition Act. The argument of
alleged violation of section 29(2) of the Act is misconceived.
20.6. Section 29(1) of the Competition Act is compartmentalized
into two stages – to begin with, CCI forms prima facie opinion,
issues show cause notice and grants thirty days’ time to respond
to show cause why an investigation should not be conducted.
Section 29(1A) provides for receipt of the response of the
parties to the combination and the CCI may call for a report
from the Director General, and such report shall be submitted
by the Director General within such time as the CCI may
direct. The steps envisaged in section 29(1A) are triggered
only if the response is not satisfactory. Section 29(1A) uses
the word ‘may call for a report from the DG, and the DG shall
submit the report within the time granted. Therefore, if the
response of the parties is satisfactory, then the other stages
do not arise. Explained further, if the CCI is satisfied with the
response or modification of the combination already suggested,
then the CCI is not under an obligation to order notice to the
Director General or order parties to advertise the details of
the proposed combination. The information and its veracity,
as part of the regulatory mechanisms, is one of trust, and the
information is relied upon to conform to the timelines stipulated
by the Competition Act. The examination of a combination
proposal and approval is not tantamount to deciding a lis. CCI
undertakes an inquisitorial regulatory process.
20.7. The findings recorded by NCLAT are sustainable, and the
concurrent findings of the competent authority are tenable and
no valid or legal ground is made out to entertain the appeal.
20.8. CCI is an expert body and has the advice and assistance
of experts from different domains of trade, commerce and
industry. The combination approval has been granted
upon the inquisitorial enquiry, and the insistence upon
investigation under section 29(2) of the Competition Act is
wholly misconceived.
[2025] 1 S.C.R. 1901

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

21. Even though contentions have been stated in a broad spectrum, the
scope for consideration of the appeals can be limited to the mandate
of section 29 of the Competition Act. Whether the show cause notice
is to be issued to the acquirer and also the target company in a
case falling under IBC read with Competition Act; and if answered
in the affirmative, whether the rival contenders can raise a ground of
non-service of show cause notice to the target company; and lastly,
whether the approval of combination by CCI based on expert advice
warrants interference?

IV. DISCUSSION
22. Before proceeding with the discussion, it is important to note that the
Judgement does not take into account or consider the Amendments
that have been made to the Competition Act which were not notified
during the applicable period.
23. Section 29 of the Competition Act2 is taken up for consideration.
Section 29(1) prescribes the investigation of the proposed combination
by taking up the steps in the following sequence.

2. 29(1)Where the Commission is of the [prima facie] opinion that a combination is likely to cause, or
has caused an appreciable adverse effect on competition within the relevant market in India, it shall
issue a notice to show cause to the parties to combination calling upon them to respond [within fifteen
days] of the receipt of the notice, as to why investigation in respect of such combination should not be
conducted. [(1-A) After receipt of the response of the parties to the combination under sub-section (1),
the Commission may call for a report from the Director General and such report shall be submitted by
the Director General within such time as the Commission may direct.] [(1B) The Commission shall, within
thirty days of receipt of notice under sub-section (2) of section 6, form its prima facie opinion referred to
in sub-section (1).]
(2)The Commission, if it is prima facie of the opinion that the combination has, or is likely to have, an
appreciable adverse effect on competition, it shall, [within seven days] from the date of receipt of the
response of the parties to the combination or the receipt of the report from Director General called under
sub-section (1-A), whichever is later, direct the parties to the said combination to publish details of the
combination [within seven days] of such direction, in such manner, as it thinks appropriate, for bringing
the combination to the knowledge or information of the public and persons affected or likely to be affected
by such combination.
(3)The Commission may invite any person or member of the public, affected or likely to be affected by
the said combination, to file his written objections, if any, before the Commission [within ten days] from
the date on which the details of the combination were published under sub-section (2).
(4)The Commission may, [within seven days] from the expiry of the period specified in sub-section (3),
call for such additional or other information as it may deem fit from the parties to the said combination.
(5)The additional or other information called for by the Commission shall be furnished by the parties
referred to in sub-section (4) [within ten days] from the expiry of the period specified in sub-section (4).
(6) After receipt of all information and within a period of forty-five working days from the expiry of the
period specified in sub-section (5), the Commission shall proceed to deal with the case in accordance
with the provisions contained in section 31.
1902 [2025] 1 S.C.R.

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23.1. The commission is of the prima facie opinion that the
combination is likely to cause or has caused AAEC within
the relevant market in India.
23.2. The commission shall issue a notice to show cause to the
parties to the combination, calling upon them to respond
within thirty days of receipt of the notice.
23.3. Show cause notice is issued expecting a reply on why an
investigation in respect of such a combination should not
be conducted.
23.4. A show cause notice in legal parlance means the opportunity
given to the addressee to say what his case is, on the prima
facie opinion formed for further steps under section 29 are
warranted or not. As part of the inquisitorial exercise, the CCI
verifies and applies the threshold of precautionary principle
to understand whether AAEC in the proposed combination
would arise or not. If section 29 is worded such that in all
the cases where prima facie opinion is formed, the corollary
of forming such opinion leads to calling for the DG’s report,
directing parties to publish details, then the expression as
contained in section 29 would have been different. Section
29(1) of the Competition Act, as worded by the parliament,
provides for formation of prima facie opinion, issuance of
show cause notice and receiving a reply from the party. The
intermediary step of show cause notice and reply provides
an opportunity to satisfactorily explain the doubts entertained
by CCI while forming the prima facie opinion on AAEC. In
other words, the argument that the issuance of show cause
notice is preceded by prima facie opinion and other steps
of section 29 are followed such course would go contrary to
the plain language of section 29(1) of the Competition Act.
24. Reverting to the circumstances of the case, AGI, in its response
to the show cause notice Dt. 10.02.2023, replied and suggested
modification to the combination vide communication Dt. 10.03.2023
and 14.03.2023. The case of both AGI and CCI is that CCI’s
regulatory jurisdiction for deciding on the approval of a combination
was satisfied with the reply/modification suggested, resulting in the
combination approval Dt. 15.03.2023. The argument of the appellants
is that once a show cause notice is issued under section 29(1),
[2025] 1 S.C.R. 1903

Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

CCI should have called for a report from the Director General. This
argument is untenable and rejected accordingly. Therefore, passing
an order of approval to the proposed combination without further
steps of investigation on the proposed combination of section 29 of
the Competition Act is legal.
25. The admitted case of all parties is that the CCI accepted a reply and
modified proposal on 10.03.2023, determining no further investigation
was necessary. The core legal dispute centers on section 29(1) of the
Competition Act and its procedure, specifically the phrase “is likely
to cause or has caused appreciable adverse effect on competition
within the relevant market in India”. The CCI initially issued a show
cause notice, a preliminary investigative step requiring parties to justify
why an in-depth examination of the proposed combination should
not be conducted. The jurisdictional nuance lies in the Commission’s
requirement to form a prima facie opinion before compelling a
response, which involves carefully assessing whether the proposed
combination might substantially impact competitive dynamics.
26. The procedural violation pointed out is that on the receipt of the
response from AGI, the report of the Director General is not called
for and no investigation is ordered by CCI. As part of statutory
regulation, if it were to be the object and intention of the Parliament
to call for a report from the Director General in every case where
the prima facie opinion is formed, then the further steps, namely,
issuing show cause notice and receiving response would not have
been contemplated.
27. The show cause notice under section 29(1) is intended to get a
response or clarification from the acquirer on the combination which
is likely to cause or has caused AAEC within the relevant market in
India. The prima facie opinion is required in law to set in motion the
show cause notice. The CCI has jurisdiction upon being satisfied
with the response as per the scheme of the section to not proceed
further. The argument of the appellants would result in the show
cause notice being treated as a decision to investigate the Form II
application filed for approval of a combination. Under sub-section
(2) of section 29, the Commission is of the prima facie opinion that
the combination has or is likely to have AAEC. The distinction on
the prima facie opinion being formed under sections 29(1) and 29(2)
is emphasised thus:
1904 [2025] 1 S.C.R.

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Section 29(1) of the Section 29(2) of the
Competition Act Competition Act
Where the Commission is of The Commission, if it is prima
the [prima facie] opinion that a facie of the opinion that the
combination is likely to cause, combination has, or is likely to
or has caused an appreciable have, an appreciable adverse
adverse effect on competition effect on competition, it shall,
within the relevant market in [within seven days] from the date
India, it shall issue a notice to of receipt of the response of the
show cause to the parties to parties to the combination or the
combination calling upon them receipt of the report from Director
to respond within thirty days General called under sub-
of the receipt of the notice, section (1-A), whichever is later,
as to why investigation in direct the parties to the said
respect of such combination combination to publish details
should not be conducted. of the combination [within seven
[(1-A) After receipt of the days] of such direction, in such
response of the parties to the manner, as it thinks appropriate,
combination under sub-section for bringing the combination to
(1), the Commission may call the knowledge or information of
for a report from the Director the public and persons affected
General and such report shall or likely to be affected by such
be submitted by the Director combination.
General within such time as
the Commission may direct.]
[(1B) The Commission shall,
within thirty days of receipt of
notice under sub-section (2) of
section 6, form its prima facie
opinion referred to in sub-
section (1).]

28. It may be noted that to form a prima facie opinion under sub-section (2)
of section 29 of the Competition Act, the CCI in sequence has:
28.1. The details furnished in Form II.
28.2. Prima facie opinion formed by the CCI resulting in the issuance
of show cause notice.
28.3. Reply of parties.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

28.4. Further, if the CCI is not satisfied with the reply, the CCI may
call for a report from the Director General.
29. The prima facie opinion formed under section 29(2) is that the CCI
leaves little discretion than to order parties to the said combination to
publish details of the combination and undertake further investigation.
30. On the contrary, the CCI, with the response to a show cause notice
given by the parties under section 29(1) of the Competition Act, does
not deem it necessary to call for a report of the Director General, and
the same cannot be held as violative of procedure for investigation
under section 29 of the Competition Act.
31. The word “may” used in section 29(1A) gives discretion to CCI to
avoid investigation, calling for a report from the Director General,
order publishing of details, etc. The literal construction of section
29(1) of the Competition Act does not mean that calling for a report
is mandatory, even when the CCI is satisfied with a reply/modification
suggested by the parties. The CCI, at the stage of section 29(1),
having issued a show cause notice, is entitled to objectively consider
the reply given by the parties and, if not satisfied, then take the
enquiry into the stage of investigation under section 29(1) to (3) of
the Competition Act. The findings of NCLAT are taken note of and
do not warrant interference.
32. On whether notice to parties to the combination is required or if
sufficient notice is given to the acquirer/AGI, NCLAT referred to
Regulation 2(f) of Combination Regulations, 2011. CCI, assailing the
said finding, contends that the statutory obligation to issue notice to
CCI arises under section 6(2) on the acquirer in the case of acquisition
and all parties to the combination. Section 6(2) read with regulation
9(1) and (2) of the Combination Regulations 2011, stipulates the
obligation to file notice on the parties to the combination. The statutory
Forms I and II of Schedule II throw light on the obligation to file
notice under section 6(2). According to CCI, notice to the acquirer in
a combination case arising through CIRP is sufficient. Consequently,
When the CCI forms its prima facie opinion under section 29(1) read
with regulation 19(1) of Combination Regulations 2011, the CCI is
required to issue notice only to the acquirer. Moreover, the CCI
contends that issuing notice to the corporate debtor in the resolution
process is not provided for under the Act and the Regulations. CCI
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refers to and relies on sections 43(a), 44 and 45 of the Competition
Act to provide apposite context for its decision to issue notice only
to the acquirer and not to the target company.
33. After perusing the findings recorded by the NCLAT, we are of the view
that in cases such as the present, the CCI must issue notice to the
acquirer and also the target, i.e., the corporate debtor subjected to
the resolution process represented by an RP. Irrespective of different
statutory schemes in the sections relied on by CCI, it can be said that
the words “it shall issue notice to the parties to show cause” cannot
be restricted only to the proposed acquirer. If the plural expression
on a case-to-case basis is understood as singular, then it would
restrict the meaning of the language. Hence, the findings recorded
by the NCLAT are affirmed. It is a matter of record that the RP, taking
note of the approval of the combination proposed by AGI, filed an
application before the Adjudicating Authority on 08.04.2024 for taking
on file the approval of the combination and in the pending issues
under section 31 of IBC. Whether the non-issuance of notice to the
RP is a ground available to the appellants to challenge the approval
of the combination is yet another question which is not considered
and decided by the NCLAT. In the circumstances of the case, the
findings recorded on this behalf, particularly, at the instance of the
appellants herein.
34. In Union of India v. Cipla Ltd,3 this Court, at paragraph 104 of the
judgement, held on the judicial treatment of opinions rendered by
expert bodies:
“The burden for demonstrating the application of completely
erroneous principles is heavy as it is and it is heavier still
if the antecedent material is prepared by experts. The
onus of discharging the heavy burden must necessarily
fall on the challenger, and Cipla has not been able to
sustain the challenge. There can be and are differences of
opinion but we cannot and will not reconsider the opinion
of experts, particularly in matters of economic affairs or
other economy-related issues unless there is extremely
strong reason to do so.”

3. (2017) 5 SCC 262.
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Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors.

35. Further, in Brahm Dutt v. Union of India,4 this Court held that:
“[W]hile considering the constitutional validity of Section 8
of the Act observed that the Commission is an expert body
which had been created in consonance with international
practice. The Court observed that it might be appropriate
if two bodies are created for performing two kinds of
functions, one advisory and regulatory, and the other
adjudicatory. Though the Tribunal has been constituted by
the Competition (Amendment) Act, 2007, the Commission
continues to perform both the functions stated by this Court
in that case. Cumulative effect of the above reasoning is
that the Commission would be a necessary and/or a proper
party in the proceedings before the Tribunal.”
36. The appellants argue that CCI’s consideration of AGI’s data is
inaccurate or lopsided. CCI consists of experts and specialists
in different branches of trade, commerce and technology. The
consideration by the experts, as rightly noted by NCLAT, must be given
due weightage. In an appeal under section 53T of the Competition
Act, the data details need not be reconsidered, and findings need
not be recorded on whether the proposed combination has AAEC in
the relevant market in India. The counsel appearing for the objectors
tried to point out the TPD taken note of by CCI and the capacity
of HNGIL and AGI. AAEC, as determined by the CCI, considers
the product outflow from the acquirer and the target. These factors
determined the market share and AAEC in the relevant market in
India. Established, installed or consented capacities are permissions
held by a business entity. From the permission granted for higher
capacity, AAEC is not appreciated until the capacity is used to the
maximum by the enterprise. There is no ground to re-examine the
issues in fact. The consideration and conclusion recorded by CCI,
as confirmed by NCLAT, are affirmed; consequently, the appeals
are dismissed.

4. (2005) 2 SCC 431.
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Order §

Hrishikesh Roy, J.

In these matters, the three of us could not reach a common conclusion.
Brother Justice Sudhanshu Dhulia has concurred with the opinion that has
been penned by me, while Brother Justice S.V.N. Bhatti has decided to
write a separate opinion canvassing an alternate view, reaching a different
conclusion. However, such differences must be understood as useful
steps towards the evolution of jurisprudence in the field of Insolvency and
Bankruptcy Code, 2016 and the Competition Act, 2002. In that context,
I am reminded of the quote from Shakespeare’s “The Taming of the
Shrew” the theme of which we do not necessarily endorse. But there
the playwright perhaps accidentally, touched the world of our adversarial
litigation. He wrote - “And do as adversaries do in law, strive mightily.
But eat and drink as friends”.

Result of the case: Appeals disposed of.

†
Headnotes prepared by: Bibhuti Bhushan Bose

§ Ed. Note: Order passed by Hon’ble Mr. Justice Hrishikesh Roy on behalf of the Bench.