CCI Has No Inherent Power To Keep Combination Approval In Abeyance Or Order Re-Notification Without Express Statutory Authority: Supreme Court

"A statutory authority cannot, by inserting a condition or reservation, confer upon itself a power which Parliament has not granted. If the Act does not confer a power of suspension or review of an approval, that deficiency cannot be cured by drafting," Supreme Court, in a significant ruling dated May 27, 2026, held that the Competition Commission of India (CCI) does not possess any "inherent powers" to keep a finalized combination approval in abeyance or to compel a fresh notification after a transaction has been consummated.

A bench of Justice Vikram Nath and Justice Sandeep Mehta observed that the CCI is a creature of statute and its authority to disturb an approval already granted must be strictly traced to the provisions of the Competition Act, 2002.

The dispute originated from Amazon's 2019 acquisition of a 49% stake in Future Coupons Private Limited (FCPL), which was approved by the CCI under Section 31(1). Following a subsequent collateral dispute between Amazon and the Future Group, the CCI issued a show-cause notice in 2021 and later passed an order keeping the 2019 approval in "abeyance" and imposing penalties for alleged non-disclosure of material facts. This order was affirmed by the National Company Law Appellate Tribunal (NCLAT), leading Amazon to appeal before the Supreme Court.

The primary question before the court was whether the CCI possesses the statutory power to keep an approval order in abeyance and direct a party to file a fresh notice in Form II. The court was also called upon to determine whether the "inherent power" of review or the residuary language in Section 45(2) could justify the suspension of a finalized combination.

CCI Is A Creature Of Statute With Limited Jurisdictional Bounds

The Supreme Court emphasized that the CCI, as a regulatory body, must act strictly within the four corners of the Competition Act. The bench noted that regulatory expertise does not enlarge jurisdiction and a course of action that appears desirable from a regulatory standpoint cannot substitute for actual statutory power.

The court held that where the statute requires satisfaction of particular ingredients, those requirements cannot be diluted by general observations about candour. The bench observed that a merger control regime that is rigorous yet law-governed best serves the public interest by maintaining predictability and confidence in economic laws.

No Provision For 'Approval In Abeyance' Under Section 31

The bench examined the architecture of Section 31 of the Act, which governs the approval of combinations. It observed that Section 31(1) speaks in terms of approval of "that combination" in respect of which notice has been given and does not contemplate any intermediate category of conditional or provisional approval.

The court held that the direction to keep an approval in abeyance is not a mere procedural adjustment but a substantive measure to reopen a concluded approval. "The scheme, therefore, contemplates terminal legal outcomes within the statutory framework, and not an extra-statutory category of an approval kept in suspended animation," the bench remarked.

Section 45(2) Is Not A Source Of Substantive Power To Revoke Approvals

The CCI and NCLAT had sought to locate the power to suspend approvals in the residuary language of Section 45(2), which allows the Commission to pass "such other order as it deems fit." The Supreme Court rejected this interpretation as "legally untenable," noting that Section 45 is a penal provision dealing with the furnishing of information.

The court held that a provision located in a penalty section cannot be used to create a power that effectively nullifies a concluded approval granted under a different chapter of the Act. The bench warned that such an interpretation would convert a penal adjunct into a general power of review, thereby re-writing the statutory scheme.

Power Of Review Is Not Inherent And Must Be Expressly Conferred

The bench reiterated the settled legal principle that a power of review is not inherent and must be conferred by statute, either expressly or by necessary implication. In the absence of such conferment, an authority cannot revisit a concluded decision on merits merely because it later prefers a different view.

The court noted that while "fraud vitiates everything" is a broad principle, it cannot be used to bypass the time-bound finality embedded in the combination regime. The bench observed that allegations of fraud do not create statutory power where none exists, and the Act already provides specific penal mechanisms under Sections 44 and 45 to address misconduct.

Statutory Proviso Under Section 20(1) Acts As A Jurisdictional Bar

The court highlighted that the proviso to Section 20(1) of the Act imposes a temporal limitation, providing that the CCI shall not initiate an inquiry into a combination after the expiry of one year from the date it has taken effect. The bench held that this is a jurisdictional limitation enacted to ensure transactional certainty.

The bench observed that the CCI could not, after the expiry of one year, take steps that in substance reopened the combination review under the guise of proceedings framed under other provisions. "The proviso to Section 20(1) of the Act would have little content if, after one year, the CCI could nonetheless achieve a fresh review of the very same combination," the court stated.

Conditions In Approval Orders Cannot Enlarge Statutory Jurisdiction

Regarding the CCI’s argument that the 2019 approval was contingent upon the correctness of information, the court held that a statutory authority cannot confer power upon itself through drafting. A recital in an approval order cannot, by its own force, enlarge the Commission’s jurisdiction beyond what the Act authorizes.

The court noted that even if an order states that an approval shall stand revoked if information is incorrect, that recital cannot be read as creating an independent power to keep the approval in abeyance or compel a fresh Form II filing contrary to the structure and limitations of the Act.

The Supreme Court allowed the appeal, setting aside the 17.12.2021 order of the CCI and the 13.06.2022 judgment of the NCLAT. The court directed that any amount deposited or recovered from Amazon pursuant to the impugned orders must be refunded within eight weeks with 6% interest per annum.

Date of Decision: May 27, 2026