The Supreme Court has upheld Amazon Holdings’ ₹1,431-crore acquisition of stakes in the Kishore Biyani-owned Future Group, setting aside the concurrent decisions of the Competition Commission of India (CCI) and the National Company Law Appellate Tribunal (NCLAT), both of which had earlier put the transaction on hold citing “suppression”, “misrepresentation” and “fraud”.
The CCI and the NCLAT had argued that approving the transaction would adversely impact domestic markets and consumer interests by giving the American e-commerce giant an unfair advantage in the Indian market.
However, a bench comprising Justice Vikram Nath and Justice Sandeep Mehta overturned those findings, observing: “Fair treatment of foreign investors does not mean special treatment. It means equal treatment under the same law, administered through the same procedural safeguards and disciplined reasoning.
“Protecting the domestic market does not mean protecting domestic players. It means protecting the competitive process and consumer welfare, and ensuring that no participant, domestic or foreign, can distort competition through unfair practices.”
The ruling came while allowing an appeal filed by Amazon.com NV Investment Holdings LLC under Section 53T of the Competition Act, 2002, challenging the orders passed by the CCI and subsequently upheld by the NCLAT.
The NCLAT, through its judgment dated June 13, 2022, had affirmed the CCI’s December 17, 2021 order against Amazon under Sections 43A, 44, and 45 of the Competition Act. The proceedings had arisen from a show-cause notice issued on June 4, 2021.
The CCI’s order had suspended its earlier approval dated November 28, 2019, which had cleared the acquisition. It had also directed Amazon to file a fresh notice in Form II under the Combination Regulations and imposed monetary penalties on the company. Aggrieved, Amazon moved the Supreme Court.
The case relates to Future Corporate Resources, the entity in which Amazon proposed to acquire a stake. The acquisition was planned on a fully diluted basis, with governance and investor protection rights outlined in the transaction.