Mr. Subramanium, the CCI found that your client's internal emails described a 'foot-in-the-door' strategy and strategic interest over FRL's retail business. Was this not suppressed from the CCI?

My Lord, the internal emails predate the final executed agreements and reflect exploratory structures. The legally operative transaction is what was placed before the CCI — the FCPL SSA, FCPL SHA, FRL SHA and BCAs, all of which were furnished. The CCI issued RFIs, received responses, and granted approval after recording retail overlaps and FRL linkages in its approval order. A difference between internal commercial thinking and formal disclosure does not, without more, amount to penal suppression under Section 44 or 45. This Court has held that penalty requires strict satisfaction of materiality and mental element, which is absent here.

The approval order contained a condition that approval would stand revoked if information was found to be incorrect. Did your client not agree to this condition?

My Lord, a condition recorded in an approval order cannot confer statutory power that the Act does not grant. This Court has consistently held that a statutory authority cannot, by inserting a condition, enlarge its jurisdiction beyond what Parliament has provided. The Act contains no provision for revocation or suspension of an approval under Section 31(1). The condition cannot cure that absence. Moreover, the proviso to Section 20(1) bars any belated inquiry into the combination on the merits after one year, and the directions here amount precisely to that.

The CCI issued the show cause notice under Sections 43A, 44 and 45, not under Section 20(1). Does the proviso to Section 20(1) bar proceedings under other provisions?

My Lord, the form of the proceedings cannot defeat the substance. The direction to keep the approval in abeyance and to file a fresh notice in Form II necessarily contemplates a fresh competition review of the combination. That is precisely what the proviso to Section 20(1) prohibits after one year. The CCI cannot achieve indirectly what it cannot do directly. This Court has repeatedly held that what cannot be done directly cannot be permitted to be done indirectly.

If the CCI cannot revisit approvals, how will it address situations where a combination was approved based on fraudulent misrepresentations that only come to light later?

My Lord, the Act provides specific penal provisions — Sections 44 and 45 — to address false statements and omissions. Those provisions carry their own penalties. What the Act does not provide is a power to suspend or revoke an approval or to compel re-notification after approval has been granted and the combination has taken effect. Parliament has drawn a clear line: penal consequences for misconduct, but finality on the combination merits after one year. If the legislature intended to create an exception for fraud, it would have done so. This Court cannot introduce such an exception by implication.

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CCI Exceeded Jurisdiction by Reopening Approved Combination — (2026) INSC 576

The CCI had no power to keep the Section 31(1) approval in abeyance or direct fresh Form II filing after the combination was approved and implemented, especially when the one-year limitation under…

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

Core Argument

The CCI had no power to keep the Section 31(1) approval in abeyance or direct fresh Form II filing after the combination was approved and implemented, especially when the one-year limitation under Section 20(1) proviso had expired and the notice was filed, reviewed and approved.

Key Precedents

Competition Commission of India v. Thomas Cook (India) Limited & Anr. (2018) 6 SCC 549 — Distinguished because there the concern was frustration of ex ante scrutiny through fragmentation and implementation without clearance; here notice was filed, reviewed and approved before implementation.
SCM Solifert Limited & Anr. v. Competition Commission of India (2018) 6 SCC 631 — Cited for principle that Regulation 9(4) and 9(5) require composite notification but cannot convert a filed and approved notice into non-notification where CCI had the record.

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