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Issues: (i) Whether, on review, Section 29(1) and Section 29(1A) of the Competition Act, 2002 required a mandatory Director-General investigation after issuance of a show cause notice and whether the earlier view treating the later steps as consequential warranted reconsideration. (ii) Whether the review challenge against the earlier view on Section 31(4) of the Insolvency and Bankruptcy Code, 2016 disclosed any error apparent on the face of the record.
Issue (i): Whether, on review, Section 29(1) and Section 29(1A) of the Competition Act, 2002 required a mandatory Director-General investigation after issuance of a show cause notice and whether the earlier view treating the later steps as consequential warranted reconsideration.
Analysis: The provision was read by contrasting the use of "shall" in Section 29(1) with "may" in Section 29(1A). The review court held that the statutory text does not create a rigid two-phase compulsion that makes reference to the Director-General mandatory in every case after a response to the notice. The earlier interpretation was found to curtail the Competition Commission's discretion contrary to the plain language of the provision, and the construction accepted in the separate opinion was adopted as the correct one. The prior discussion in the judgment under review on paragraphs 128 to 131 was therefore replaced by the reasoning recorded in the review order.
Conclusion: The issue was answered in favour of the Competition Commission and against the contrary interpretation in the judgment under review.
Issue (ii): Whether the review challenge against the earlier view on Section 31(4) of the Insolvency and Bankruptcy Code, 2016 disclosed any error apparent on the face of the record.
Analysis: The review grounds were held to re-agitate the merits and seek a different view on the construction of the proviso to Section 31(4) of the Insolvency and Bankruptcy Code, 2016. That was held to lie outside the narrow scope of review, as it did not disclose an error apparent on the face of the record. The review was therefore not entertainable on merits.
Conclusion: The issue was answered against the review petitioner and the review was rejected as not maintainable on the ground urged.
Final Conclusion: The judgment partly modified the earlier competition-law reasoning while declining review on the insolvency-law challenge, and the connected directions were maintained with consequential steps for reconsideration and completion of the insolvency process.
Ratio Decidendi: Where the statute uses permissive language for further investigative action after a prima facie notice, the authority retains discretion and the review jurisdiction cannot be used to reargue the merits absent an error apparent on the face of the record.
Competition Commission discretion under the Act upheld; review on insolvency interpretation rejected for no apparent error on record.
Section 29(1) and Section 29(1A) of the Competition Act, 2002 were construed to mean that a Director-General investigation is not mandatorily required in every case after a show cause notice; the use of permissive language preserves the Competition Commission's discretion, and the earlier contrary reading was replaced. On the Insolvency and Bankruptcy Code, 2016, the review challenge to the interpretation of Section 31(4) was held to seek re-argument on merits rather than disclose any error apparent on the face of the record, so review was not entertained on that ground. The earlier directions were otherwise maintained, with consequential steps for further action.
Interpretation of the procedural scheme of Section 29 of the Competition Act, 2002 - Mandatory issuance of a show cause notice under Section 29(1) - Discretionary referral to the Director-General under Section 29(1A) - Distinction between mandatory and directory statutory language in procedural provisions - Scope of review jurisdiction under Article 137 in relation to reopening construction of the proviso to Section 31(4) of the Insolvency and Bankruptcy Code, 2016 - Judicial directions for reconsideration by the Committee of Creditors and completion of the Corporate Insolvency Resolution ProcessInterpretation of the procedural scheme of Section 29 of the Competition Act, 2002 - Mandatory issuance of a show cause notice under Section 29(1) - Discretionary referral to the Director-General under Section 29(1A) - Distinction between mandatory and directory statutory language in procedural provisions - Construction of Sections 29(1) and 29(1A) of the Competition Act and correctness of the majority view in Paragraphs 128-131 of the impugned judgment. - HELD THAT: - The Court reviewed the majority conclusions in Paragraphs 128-131 and held that the statutory text and scheme do not support treating referral for investigation to the DirectorGeneral as mandatory upon issuance of an SCN under Section 29(1). Section 29(1) employs 'shall' as to issuing an SCN when a prima facie opinion of AAEC is formed, making issuance of the SCN mandatory, whereas Section 29(1A) uses 'may', thereby leaving to the Commission the discretion, after receipt of responses to the SCN, whether to entrust an investigation to the DirectorGeneral. Applying the established principle that the words 'may' and 'shall' in different limbs ordinarily indicate discretionary and mandatory obligations respectively, and having regard to the purpose and context of the provisions (as explained with reference to the principle in P.T. Rajan v. T.P.M. Sahir), the Court concluded that the majority view had erred by effectively reading 'may' as 'shall' and curtailing the Commission's discretion. The separate opinion of Justice S.V.N. Bhatti on this construction was accepted as correct, Paragraphs 128-131 of the majority judgment were reviewed and substituted by the Court's reasons in Paragraphs 10 and 11 of the review order, and the Review Petition was allowed on this ground. [Paras 10, 11, 13, 14]The review petition is allowed insofar as Paragraphs 128-131 are concerned; Sections 29(1) and 29(1A) are construed to make issuance of an SCN mandatory but referral to the DirectorGeneral discretionary, and the majority view in those paragraphs is substituted.Scope of review jurisdiction under Article 137 in relation to reopening construction of the proviso to Section 31(4) of the Insolvency and Bankruptcy Code, 2016 - Judicial directions for reconsideration by the Committee of Creditors and completion of the Corporate Insolvency Resolution Process - Whether the Review Petition by AGI Greenpac Limited could reopen the majority judgment's construction of the proviso to Section 31(4) of the IBC, 2016, and consequential directions concerning reconsideration of resolution plans and timelines for completion of CIRP. - HELD THAT: - The Court found that the grounds urged by AGI sought to reargue the construction of the proviso to Section 31(4) of the IBC rather than demonstrate an error apparent on the face of the record; such reconsideration does not fall within the narrow scope of review under Article 137. Accordingly, the Review Petition was held to be without merit and dismissed. Separately, the Court recorded the statement of respondents about commitments to the Committee of Creditors and directed that the CoC shall reconsider the appellant INSCO's resolution plan (and other plans possessing requisite CCI approval as on the relevant date) in accordance with the Majority Judgment's paragraph 155.3, taking into account specified commitments; the CoC was directed to consider INSCO's plan within two weeks and the CoC and Adjudicating Authority were directed to complete the CIRP under Sections 30(4) and 31 within six weeks. [Paras 16, 17, 19]The review petition of AGI Greenpac Limited is dismissed; directions issued for reconsideration by the CoC and for completion of the CIRP within stipulated timelines are recorded and to be implemented.Final Conclusion: Review Petition filed by the Competition Commission of India is allowed to the extent that the majority's construction in Paragraphs 128-131 regarding Section 29(1) and 29(1A) is reviewed and substituted: issuance of an SCN under Section 29(1) is mandatory but referral to the DirectorGeneral under Section 29(1A) is discretionary. The Review Petition of AGI Greenpac Limited is dismissed as impermissible reargument of the proviso to Section 31(4) of the IBC, and the Court directed reconsideration by the Committee of Creditors and completion of the Corporate Insolvency Resolution Process within the timelines specified in the order.
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