Competition Commission of India Rejects AGI Greenpac's Appeal Over INSCO Green Channel Approval for Hindustan National Glass Limited Deal

CCI Rejects AGI Greenpac's Plea for Second Time

The Competition Commission of India (CCI) has rejected a plea filed by AGI Greenpac Ltd for the second time, challenging the green channel approval granted to the Independent Sugar Corporation Ltd for the acquisition of Hindusthan National Glass & Industries (HNG).

In its latest order dated April 20, the CCI stated that there is no merit in the concerns raised by AGI Greenpac. The order noted that AGI Greenpac had filed an application seeking revocation of the deemed approval granted to Independent Sugar Corporation Ltd (INSCO) under the green channel route. AGI Greenpac had contended that previously undisclosed equity participants had been brought into the deal structure and that the controlling stake had effectively been transferred to such parties.

The order also stated that AGI Greenpac raised concerns regarding possible overlaps and sought cancellation of the deemed approval along with regulatory action. According to the order, the notified transaction envisaged cancellation of the entire existing shareholding of HNG. Thereafter, INSCO through its special purpose vehicle (SPV) would subscribe to the freshly issued 100 per cent equity share capital of HNG. Later, INSCO was also to offer a 5 per cent non-controlling minority stake to certain lenders of HNG.

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The CCI rejected the objections, stating that the acquisition of shares by KRPV Fire Fite Pvt Ltd, a wholly-owned subsidiary of INSCO, was not inconsistent with the original filing since the acquisition had been envisaged through an SPV structure. The competition watchdog observed that there were no horizontal, vertical or complementary overlaps between the activities of KRPV and HNG. Therefore, no materially different market dynamics arose from the revised structure that would warrant interference with the deemed approval.

The CCI also rejected AGI Greenpac's objection regarding nominee shareholders subscribing to one equity share each, stating that such nominal holdings with no rights were insufficient to infer any material change in the notified combination. Additionally, the Commission rejected AGI's allegation regarding the participation of IFC as an equity investor after INSCO stated IFC had not subscribed to any equity shares of either HNG or KRPV.

It is worth noting that this is not the first time the CCI has dismissed the objections raised by AGI Greenpac Ltd regarding the green channel approval granted to Uganda-based Independent Sugar Corporation for the proposed acquisition of debt-ridden Hindusthan National Glass & Industries. In July last year, the CCI dismissed similar objections, stating that the acquisition of shares by KRPV Fire Fite Pvt Ltd was not inconsistent with the original filing.

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Initially, AGI Greenpac was the frontrunner for HNG with a bid of Rs 2,752 crore. However, the Supreme Court in January 2025 rejected the bid on the grounds that the company did not have a CCI approval for the acquisition. INSCO had moved the court to cancel AGI Greepac's bid because the company had not received CCI approval.