Mandatory CCI Approval for Resolution Plans in IBC: SC Ruling

The Supreme Court of India in Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors., Civil Appeal No. 6071 of 2023, decided on [date], addressed whether prior approval from the Competition Commission of India (CCI) is mandatory before the Committee of Creditors (CoC) examines a resolution plan involving a combination under the Insolvency and Bankruptcy Code, 2016 (IBC). The Court held that such approval is a legal prerequisite, reinforcing competition law safeguards within insolvency proceedings.

Facts of the Case

• The case arose from the Corporate Insolvency Resolution Process (CIRP) of Hindustan National Glass and Industries Ltd. (HNGIL), a dominant player in the glass packaging industry.
• AGI Greenpac Ltd., the second-largest company in the sector, submitted a resolution plan proposing a combination with HNGIL, which would result in significant market consolidation.
• The Resolution Professional (RP) relaxed the requirement of prior CCI approval, allowing AGI Greenpac’s plan to proceed before CoC approval.
• Independent Sugar Corporation Ltd. (INSCO), another resolution applicant, challenged this relaxation, arguing that Section 31(4) of the IBC mandates CCI clearance before CoC approval.
• The National Company Law Tribunal (NCLT) and subsequently the National Company Law Appellate Tribunal (NCLAT) upheld AGI Greenpac’s plan, interpreting the requirement as directory rather than mandatory.
• INSCO appealed to the Supreme Court, challenging the NCLAT’s interpretation.

Issues Before the Court

1. Whether prior approval from the CCI is mandatory before CoC approval for resolution plans involving combinations under Section 31(4) of the IBC.
2. Whether the NCLAT erred in treating the requirement as directory instead of mandatory.
3. Whether failure to obtain prior CCI approval renders the resolution process invalid.

Arguments of the Parties

Appellant (INSCO):

• The IBC explicitly mandates prior approval from the CCI for resolution plans involving combinations to prevent anti-competitive practices.
• The RP’s relaxation of the requirement was legally untenable and resulted in preferential treatment for AGI Greenpac.
• The CoC lacked the authority to approve a plan that was incomplete due to the absence of CCI clearance.
• The NCLAT’s interpretation contradicted the legislative intent behind Section 31(4) and failed to harmonize the IBC with competition law.

Respondents (AGI Greenpac & CoC):

• The requirement of prior CCI approval is directory because competition clearance takes time, and delaying CoC approval would disrupt CIRP timelines.
• The CoC’s commercial wisdom should prevail, and competition concerns can be addressed post-CoC approval before NCLT confirmation.
• The legislature intended to provide flexibility, and interpreting the requirement as mandatory would be impractical.

Reasoning of the Court

The Supreme Court ruled in favor of INSCO, holding that prior CCI approval is mandatory before CoC approval for resolution plans involving combinations. The Court’s reasoning included:

1. Literal Interpretation of Section 31(4) of the IBC:
   • The proviso to Section 31(4) explicitly states 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.”
   • The Court emphasized that the word “prior” has a definite legal meaning and must be given full effect.
2. Legislative Intent and Regulatory Compliance:
   • The Court examined the Insolvency Law Committee Report (2018), which recommended that CCI approval be obtained before CoC examination to avoid anti-competitive consequences.
   • The Court rejected arguments that the requirement was merely procedural, affirming that it is a substantive condition meant to protect market competition.
3. Harmonization of IBC and Competition Act:
   • The Court held that the IBC cannot override competition law, and compliance with CCI approval timelines must be factored into the CIRP process.
   • The Competition Act provides for expedited approvals in insolvency cases, reducing potential conflicts between regulatory timelines.
4. Precedents Relied Upon:
   • ArcelorMittal India Pvt. Ltd. v. Satish Kumar Gupta (2018) 16 SCC 140: Affirmed that resolution applicants must meet all statutory requirements before their plans can be considered.
   • Ebix Singapore Pvt. Ltd. v. Committee of Creditors of Educomp Solutions Ltd. (2021) 3 SCC 401: Stressed the binding nature of statutory conditions in insolvency proceedings.
   • Excel Crop Care Ltd. v. CCI (2017) 8 SCC 47: Emphasized the need to prevent anti-competitive outcomes in mergers and acquisitions.

Conclusion and Implications

The Supreme Court’s ruling has significant implications for CIRP and competition law compliance:

• Resolution applicants must secure CCI approval before presenting their plans to the CoC.
• Resolution professionals and CoCs must ensure compliance with all statutory prerequisites before approving plans.
• The decision strengthens competition safeguards in insolvency proceedings, preventing market distortions caused by undue relaxations.

This ruling reaffirms the principle that insolvency resolutions must comply with broader economic and regulatory frameworks, ensuring fair competition and legal integrity in corporate restructuring.

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