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

- **Citation:** 2025 INSC 124
- **Court:** Supreme Court of India
- **Decided:** 2025-01-29
- **Case number:** Civil Appeal No. 6071 of 2023
- **Bench:** Hrishikesh Roy, Sudhanshu Dhulia, S.V.N. Bhatti
- **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/independent-sugar-corporation-ltd-v-girish-sriram-juneja-ors-38168
- **Pages:** 127

## Headnote

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

## Text

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[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 CCIunapproved 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
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[2025] 1 S.C.R.
Supreme Court Reports
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
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[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 nonperformance - 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.
Supreme Court Reports
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.
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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.
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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
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University v. Palitana Sugar Mill Private Limited [2002] Supp. 4
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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]
9 SCR 763 : (2007) 8 SCC 593; ESI Corpn. v. KEY DEE Cold
Storage Pvt. Ltd. [2022] 3 SCR 842 : (2022) 17 SCC 379; UOI v.
Hansoli Devi [2002] Supp. 2 SCR 324 : (2010) 15 SCC 483;
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.
Supreme Court Reports
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.
Supreme Court Reports
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.
Supreme Court Reports
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.