A Bench of Justices Vikram Nath and Sandeep Mehta has set aside the NCLAT's 2022 order and CCI's 2021 order that had penalised Amazon Rs. 202 crore and purported to keep its already-approved 2019 investment in Future Coupons Private Limited 'in abeyance' over alleged suppression of facts in the merger notification.
The Court held that once CCI approves a combination under Section 31(1) of the Competition Act, 2002, it lacks statutory authority to keep that approval in abeyance or compel a fresh merger filing after the limitation period for review has expired — a final approval, once given, cannot be reopened by administrative fiat outside the Act's own review mechanism. CCI was directed to refund the penalty with 6% simple annual interest.
The ruling gives merging parties clearer assurance that a CCI approval of a combination is truly final and cannot later be suspended or reopened outside the Act's own review timelines merely on an allegation of incomplete disclosure — a significant boost to deal certainty for M&A and private equity transactions that require CCI clearance.