Mr. Venkataraman, the approval order itself records that the CCI assessed FRL overlaps and retail market. How can the CCI now say it was denied the opportunity to examine the retail dimension?

My Lord, the approval order referred to FRL only at a high level of aggregation. The CCI was not made aware that Amazon's true strategic objective was to acquire material and strategic rights over FRL, that the entire investment was a vehicle for indirect shareholding in FRL, and that the 25% premium was paid for strategic rights and a call option. The internal communications reveal that the narrative presented to the CCI was sanitised. The CCI assessed what was disclosed, but what was disclosed was not the full transaction. That is precisely the mischief that Regulations 9(4) and 9(5) are designed to prevent.

Where does the Act give the CCI power to keep an approval in abeyance? Section 31(1) speaks of approval; it does not mention abeyance or suspension.

My Lord, the power to approve necessarily implies the power to revoke or suspend where the approval was obtained by fraud or misrepresentation. The condition recorded in the approval order itself stated that the approval shall stand revoked if the information provided is found to be incorrect. Section 45(2) also empowers the CCI to pass such other order as it deems fit. Keeping the approval in abeyance pending a fresh filing in Form II is a lesser measure than revocation and is well within the CCI's ancillary powers to enforce compliance with the Act.

The show cause notice was issued in June 2021. The combination took effect in December 2019. Does the proviso to Section 20(1) not bar any inquiry into the combination after one year?

My Lord, the proviso to Section 20(1) bars initiation of an inquiry 'under this sub-section', i.e., under Section 20(1) for AAEC assessment. The present proceedings were initiated under Sections 43A, 44 and 45 for failure to notify and for false statements and omissions. Those are distinct statutory provisions with their own fields of operation. The proviso does not apply to them. This Court has held that different provisions of the Act operate independently. If Parliament intended the one-year bar to apply to Sections 43A, 44 and 45, it would have said so expressly.

The internal communications you rely upon are from 2018 and July 2019, before the final agreements were executed. How can they bind Amazon when the final agreements were different?

My Lord, the communication dated 19.07.2019 is very close in time to the execution of the agreements in August 2019. It describes the twin entity structure that was ultimately adopted: Amazon acquiring 49% in FCPL, and FCPL acquiring 8-10% in FRL. The calculation of the number of FRL shares and the 25% premium linked to strategic rights are specifically described. This is not an exploratory document; it reflects the structure that was implemented. The CCI was entitled to know this internal analysis, which was required to be furnished under Item 8.8 of Form I. The Taj Coupons presentation that was furnished instead did not disclose these strategic objectives.

For RespondentCompetition Law Premium

CCI Acted Within Powers to Enforce Full Disclosure — (2026) INSC 576

The CCI is entitled to examine whether a combination was notified in its true scope and substance.

Amazon.Com NV Investment Holdings LLC v. Competition Commission of India & Ors — (2026) INSC 576

Core Argument

The CCI is entitled to examine whether a combination was notified in its true scope and substance. Amazon suppressed material information about its strategic interest in FRL, and the CCI's directions to keep approval in abeyance and require fresh Form II filing were necessary to restore the integrity of the ex ante review process.

Key Precedents

Competition Commission of India v. Thomas Cook (India) Limited & Anr. (2018) 6 SCC 549 — Held that parties cannot rely on formal separation of steps to defeat prior scrutiny of composite transaction; CCI entitled to examine substance over form.
SCM Solifert Limited & Anr. v. Competition Commission of India (2018) 6 SCC 631 — Held that Regulation 9(4) and 9(5) require composite notification and substance-over-form analysis.

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