CCI dismisses AGI Greenpac's fresh challenge to INSCO's green channel approval for Hindusthan Glass acquisition

AGI's core contention was that equity shares worth INR 874 crore had been offered not to INSCO directly but to KRPV Fire Fite Private Limited (described as a newly incorporated entity) and to six individuals, including INSCO directors and promoters Madhvani Manubhai, Kamlesh Manubhai Madhvani, and Nitin Kishore Gadhia, as well as INSCO group affiliates Saurashtra Impex, Gujarat Mulco Electronics, and Saurashtra Salt Works.

AGI argued that these were "previously undisclosed equity participants" with overlapping business interests, and that control of HNG was being effectively transferred to such participants, which rendered the original deemed approval void ab initio.

AGI further alleged, based on media reports, that the International Finance Corporation (IFC) had subscribed to an undisclosed equity stake in either HNG or KRPV pursuant to the revised resolution plan. On these grounds, AGI sought penalties under Sections 43A, 44, and 45 of the Competition Act, 2002, and prayed that INSCO be directed to file a fresh composite notice.

INSCO's Response

After the Commission directed INSCO under Section 36(4) of the Competition Act to submit its factual position, INSCO filed a detailed response between February and April 2026.

On KRPV, INSCO clarified that the company is a wholly-owned subsidiary incorporated as the SPV for the acquisition — consistent with the original notice, which had envisaged acquisition "through its SPV."

INSCO submitted that since KRPV became its wholly-owned subsidiary after the green channel approval, there was no substantive difference in control dynamics, and that KRPV had no horizontal, vertical, or complementary overlaps with HNG's business at any point.

On the six individual nominee shareholders, INSCO submitted that these persons held a single share each in HNG solely to comply with Section 3(1)(a) of the Companies Act, 2013, which requires a minimum of seven members for a public company.

They were, INSCO argued, nominees of KRPV, not independent investors, and had no beneficial ownership or individual investor rights in HNG. Five of the six nominees were already part of the INSCO group and had been considered during the original competition assessment. The sixth, Nitin Gadhia, was described as an authorised representative of INSCO with no independent presence outside the group.

As regards Globizone Technologies Private Limited and Kakira-Alpha Spirits Limited (two entities flagged by AGI for potential overlaps) INSCO submitted that Globizone, a software support firm that joined the group in June 2025, had no overlap with HNG's glass manufacturing business, while Kakira, incorporated in March 2023 for the wholesale liquor trade, had not commenced operations and had made neither sales nor purchases.

On IFC, INSCO categorically denied that IFC had subscribed to any equity in HNG or KRPV pursuant to the revised resolution plan.

CCI's Findings

The Commission, applying a holistic reading of the Competition Act and the Combination Regulations, found no merit in any of AGI's contentions.

On KRPV, CCI noted that when the direct acquiring entity is a special purpose vehicle, the acquirer in substance is treated as the acquirer under Section 5 of the Act, "regardless of the notifying party." The Commission held that the distinction between the acquirer in substance and the acquiring entity is immaterial unless it creates "differing control dynamics or different market dynamics", which it did not in this case.

On the nominee shareholders, CCI held that with one share each and no rights attached, the subscription was "insufficient to infer any material change in the structure from the Combination which was notified." It also accepted INSCO's clarification that all nominees were either part of the INSCO group or had already been considered for mapping overlaps in the original competition assessment.

On IFC, the Commission accepted INSCO's denial and held no further examination was required.

"Based on the holistic consideration of the Representation, the Response of INSCO, the regulatory framework of combinations and the principles underlying the same, the Commission is of the opinion that there is no merit in the concerns raised by AGI," the order reads.

Background of the matter

This is not the first time AGI has approached CCI against INSCO's green channel approval. In June 2025, AGI had filed earlier representations alleging procedural violations of Regulation 5A read with Regulation 9(4) of the Combination Regulations, arguing that INSCO had filed the green channel notice unilaterally without involving HNGIL and the Committee of Creditors (CoC), who AGI claimed were also "parties to the combination."

AGI had also argued that INSCO's plan to offer 5 percent equity to lenders constituted an inter-connected transaction requiring a composite notice. CCI dismissed those objections in its July 15, 2025 order.