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Judgment
Ashok Bhushan, J.
IA No.297 of 2026 has been filed by the Appellant making following prayers:
“a)Permit the Appellants to place on record additional documents marked as Annexure A to F;
b)pass such other and further order( s) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case.”
The application has been filed in Company Appeal (AT) (Ins.) No. 1342 of 2025 filed by the Appellant challenging the order dated 14.08.2025 passed by National Company Law Tribunal, Division Bench (Special), Court No.III, Kolkata allowing IA(IB) (Plan) No.16/KB/2025 by approving Resolution Plan submitted by Independent Sugar Corporation Ltd. (Respondent No.3 herein). It is necessary to notice brief background of the facts giving rise to the Appeal to consider the prayers made in IA No.297 of 2026:
Corporate Insolvency Resolution Process (“CIRP”) against the Hindusthan National Glass & Industries Ltd. (“HNG”) – the Corporate Debtor (“CD”) commenced by order of the Adjudicating Authority dated 21.10.2021.
In the CIRP of the CD, Resolution Plans were submitted by AGI Greenpac Ltd. (“AGI Greenpac”) and Independent Sugar Corporation Ltd. (“Independent Sugar Corporation”) Both the Resolution Plan of AGI Greenpac and Independent Sugar Corporation came to be considered in the Meeting of the CoC dated 28.10.2022 and the Resolution Plan submitted by AGI Greenpac was approved, on account of having secured majority of votes. On an application submitted by AGI Greenpac the Competition Commission of India (“CCI”) has also granted approval to the combination vide order dated 15.03.2023.
The Adjudicating Authority vide order dated 28.04.2023 approved the Resolution Plan of AGI Greenpac.
Appeal(s) were filed in this Tribunal challenging the order dated 28.04.2023, which Appeal(s) were dismissed on 18.09.2023 approving the Resolution Plan of AGI Greenpac. Against which order Appeals were filed before the Hon’ble Supreme Court by Independent Sugar Corporation and other parties. The Hon’ble Supreme Court vide order dated 29.01.2025 in Civil Appeal No.6071 of 2025 filed by Independent Sugar Corporation allowed the Appeal and set aside the order dated 18.09.2023 of this Tribunal. The Hon’ble Supreme Court held that CCI approval having been obtained subsequent to the approval of Plan by the CoC, there is breach of Section 31 sub-section (4) of the IBC and the order of the Adjudicating Authority and this Tribunal approving the Resolution Plan of AGI Greenpack, cannot be upheld. In Paragraph 155.3 of the judgment, the Hon’ble Supreme Court directed consideration of the Plan of Independent Sugar Corporation as on 28.10.2022.
Pursuant to the order of the Hon’ble Supreme Court, the Resolution Plan submitted by Independent Sugar Corporation was approved by the CoC on 04.02.2025. The RP filed an application for approval of the Plan, which was allowed by the Adjudicating Authority vide order dated 14.08.2025 and Resolution Plan submitted by Independent Sugar Corporation was approved. Challenging the said order dated 14.08.2025, this Appeal has been filed by the Appellant, who were Promoters of the CD.
IA No.297 of 2026 has been filed by the Appellant praying to accept the documents at Annexures ‘A’ to ‘F’ filed with the application along with record.
We have heard learned Counsel for the Applicant/ Appellant in support of the IA as well as learned Counsel appearing for the Respondents.
Learned Counsel for the Applicant/Appellant submits that for approval of Resolution Plan under Section 31 sub-section (4), prior approval of CCI is required when there is combination. It is submitted that the Independent Sugar Corporation, who is Respondent No.3 had obtained deemed approval from CCI from green channel route, which was claimed by the Independent Sugar Corporation as a prior approval and relying on the said deemed approval, the Resolution Plan of Independent Sugar Corporation Ltd. has been approved, whereas the deemed approval obtained by Independent Sugar Corporation was not in accordance with the provisions of the Competition Commission of India Act, 2002 and the Regulations namely – CCI (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (hereinafter referred to as “CCI Regulations 2011”). It is submitted that from the disclosure made on 18.09.2025 under the SEBI Disclosure Regulations, the Appellant came to know various facts. It is submitted that approval for obtaining by green channel was not based on correct facts and the deemed approval by CCI obtained by Independent Sugar Corporation under the green channel being not in accordance with law is void and hence, the Appellant be permitted to bring the said materials on record, which subsequently came to the knowledge of the Appellant, for adjudication of the Appeal. Learned Counsel for the Appellant submits that after coming to know about the aforesaid fact, a complaint has been filed on behalf of the Appellant on 16.08.2025 to the CCI, in which complaint the CCI was requested to take immediate action with respect to deemed approval of green channel obtained by Independent Sugar Corporation on the basis of combination notice filed by Independent Sugar Corporation on 30.09.2022. It is submitted that no action having been taken in the complaint filed on behalf of the Appellant, a Writ Petition was filed in the Delhi High Court, being Writ Petition No.13250 of 2025, praying for following reliefs:
“a. Issue a writ of or in the nature of certiorari or any other appropriate writ, order or direction calling upon the Respondent No. 1 to initiate investigation against Respondent No. 2 for its failure to give notice to the Respondent No. 1 with respect to the combination (C-2022/10/974 dated 30.09.2022) between Respondent Nos. 2 and 3 and impose penalty against Respondent No. 2;
b. Issue a writ of or in the nature of certiorari or any other appropriate writ, order or direction calling upon the Respondent No. 1 to declare that the unilateral notice filed by Respondent No. 2 i.e., Combination Registration C-2022/09/974 dated 30.09.2022 is invalid; and
Pass any order or further order(s) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case.”
It is submitted that the Writ Petition is still pending where arguments are being heard.
Learned Counsel appearing for the Independent Sugar Corporation opposing the submissions of the Appellant submits that the documents, which are sought to be brough on record, cannot be accepted. The Appellant is trying to raise an issue which is not germane to the Appeal, the Appeal having been filed against the order passed by Adjudicating Authority dated 14.08.2025 approving the Resolution Plan under Section 31 of the IBC. The deemed approval under green channel was obtained by Independent Sugar Corporation by notice of combination dated 30.09.2022 and the status of deemed approval is reflected on the website of the CCI, which was submitted before the Adjudicating Authority and the deemed approval of the CCI being much prior to approval of the Plan of the Independent Sugar Corporation by the Adjudicating Authority, the said cannot be allowed to be questioned by the Appellant. The Appellant, who are Promoters of the CD making one after another effort to delay the resolution of the CD. The Appellant having already filed Writ Petition in the High Court and pursuing the remedy, which is the own case of the Appellant as has been claimed in Paragraph-1 of the application itself. The application needs to be rejected.
Learned Counsel for the CoC also submitted that the additional documents sought to be filed in the Appeal along with the application need not be accepted. The issue of deemed approval is with the CCI and is not the subject matter of this Appeal and the Appellant having already been approached the CCI as well as the High Court, the said issue cannot be allowed to be considered.
We have considered the submissions of learned Counsel for the parties and perused the record.
In Paragraph-1 of the application, the Appellant has made following submissions:
“1.The instant application is being filed to place on record documents suppressed by Respondent No.3 throughout the proceedings before the Adjudicating Authority. Pursuant to discovery of the suppressed documents, the Appellants approached the appropriate authorities, seeking adjudication of the said documents. Pleading pertaining to the said proceedings are also being placed on record by way of the instant application.”
The Independent Sugar Corporation has submitted notice for combination to the CCI under the green channel and the deemed approval was granted under the green channel, which status is reflected on the website of the CCI. The Independent Sugar Corporation has submitted notice in Form-1 on 30.09.2022 and same is deemed approved by the CCI. Learned Counsel for the Appellant has relied on Regulation 5A of CCI Regulations 2011, which is as follows:
“5A. Notice for approval of combinations under Green Channel.-
(1)For the category of combination mentioned in Schedule III, the parties to such combination may, at their option, give notice in Form I pursuant to regulation 5 along with the declaration specified in Schedule IV.
(2)Upon filing of a notice under sub-regulation (1) and acknowledgement thereof, the proposed combination shall be deemed to have been approved by the Commission under sub-section (1) of section 31 of the Act:
Provided that where the Commission finds that the combination does not fall under Schedule III and/or the declaration filed pursuant to sub-regulation (1) is incorrect, the notice given and the approval granted under this regulation shall be void ab initio and the Commission shall deal with the combination in accordance with the provisions contained in the Act:
Provided further that the Commission shall give to the parties to the combination an opportunity of being heard before arriving at a finding that the combination does not fall under Schedule III and/or the declaration filed pursuant to sub-regulation (1) is incorrect.”
The Appellant’s case is that the Appellant has also filed a complaint to the CCI on 16.08.2025 raising objection to the notice of combination submitted by Independent Sugar Corporation. The relevant facts have been placed before the CCI, where it has been submitted that application, which was submitted by Independent Sugar Corporation was not in accordance with the CCI Act and the CCI Regulations 2011 and there was suppression of relevant facts in the application. After filing of the complaint, when the CCI did not take any action, a Writ Petition has been filed in the Delhi High Court with the prayers as quoted above in this judgment. Learned Counsel for the parties submitted that the Writ Petition filed by the Appellant before the Dehi High Court is pending consideration.
When we look into the Regulation 5A of the CCI Regulations 2011 as relied by the Appellant, the provision itself contemplate that upon filing of a notice under sub-regulation (1) and acknowledgement thereof, the proposed combination shall be deemed to have been approved by the CCI. Where the CCI finds that the combination does not fall under Schedule III and/or the declaration filed pursuant to sub-regulation (1) is incorrect, the notice given and the approval granted under this regulation shall be void ab initio and the Commission shall deal with the combination in accordance with the provisions contained in the Act. The Forum for examining the combination, which has been deemed to be approved is the CCI. The issue which is sought to be raised in this application, cannot be gone into and decided in this Appeal, which has been filed challenging the order approving the Resolution Plan of the Successful Resolution Applicant. The Appellant having already filed a complaint before the CCI and also pursuing the Writ Petition in the Delhi High Court praying for quashing the deemed approval granted by the CCI, we are of the view that neither the said issue can be gone into in this application, nor the additional documents, which are sought to be brought on record by this application can be accepted.
We, thus, are of the view that prayers made in the application cannot be accepted. IA No.297 of 2026 is rejected.