Competition Monthly - June 2026

SUPREME COURT SETS ASIDE CCI'S ORDER AGAINST AMAZON IN FUTURE COUPONS TRANSACTION

The Supreme Court of India, by its judgment dated 27 May 2026, allowed the appeal filed by Amazon.com NV Investment Holdings LLC (Amazon) and set aside the orders of the National Company Law Appellate Tribunal (NCLAT) dated 13 June 2022 and the order of the Competition Commission of India (CCI) dated 17 December 2021.

The case concerned Amazon’s investment in Future Coupons Private Limited (FCPL), through which it acquired 49% shareholding. The transaction, along with interconnected steps including FCPL’s shareholding in Future Retail Limited (FRL) and related agreements (FRL SHA and Business Commercial Agreements), was notified to the CCI in Form I and approved on 28 November 2019.

Subsequently, the CCI, on 04 June 2021, issued show-cause notice, after an application by FCPL, alleging failure to notify the complete combination and misrepresentation. By its order dated 17 December 2021, the CCI kept the earlier approval in abeyance, directed Amazon to file a fresh notice in Form II, and imposed penalties under Sections 43A, 44 and 45 of the Competition Act, 2002 (Act). The NCLAT largely affirmed the CCI’s order, only reducing the penalties.

The Supreme Court held that on a proper construction of Section 6(2) read with Regulations 9(4) and 9(5) of the CCI (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), Amazon’s Form I filing, annexures, responses to queries, and the CCI’s own approval order (which recorded retail market assessment involving FRL) showed that the CCI had the complete picture; a later disagreement on characterization does not amount to non-disclosure. The Court found that Section 43A (penalty for failure to give notice) was not attracted since Amazon had filed a notice that disclosed the transaction structure and interconnected arrangements, which was reviewed and approved by the CCI. With respect to Sections 44 and 45 of the Act (false statements, omissions, suppression), the Court held that these penal provisions require specific findings of material falsity and knowledge, which the CCI failed to establish - internal communications showing a “foot-in-the-door” strategy were pre-execution exploratory materials and did not displace the executed agreements and contemporaneous disclosures.

The Supreme Court also held that the proceedings were barred by the proviso to Section 20(1) of the Act, which prohibits the CCI from initiating an inquiry into a combination after one year from the date it takes effect. As the combination had taken effect by December 2019 and the show cause notice was issued on June 2021, the Court found that the CCI lacked jurisdiction to reopen the combination review.

The Court further held that the Act does not confer any power upon the CCI to keep an approval granted under Section 31(1) in abeyance or to require parties to re-notify an already approved combination through a fresh Form II filing. The Supreme Court clarified that no such power can be sourced from Section 45(2) of the Act, Regulation 5(5) of the Combination Regulations, or any condition contained in the approval order itself.

CCI REJECTS AFTERMARKET DEFINITION AND CLOSES EXCESSIVE PRICING CASES AGAINST DELHI SUPER-SPECIALITY HOSPITALS

The CCI, through a series of twelve orders dated 21 May 2026, closed proceedings against several private super-speciality hospitals in Delhi-NCR that had been accused of abusing their dominant position by charging excessive prices for medicines, consumables, medical devices, diagnostic services, room rents and other ancillary services provided to admitted patients. The cases stemmed from allegations that hospitals compelled in-patients (admitted) to procure various products and services exclusively from in-house pharmacy, thereby creating an aftermarket for healthcare products and services.

Following the investigations, the Director General (DG) defined separate aftermarkets for healthcare services provided to in-patients admitted to each hospital and concluded that the hospitals were dominant in their respective aftermarkets. The DG further found that the hospitals had imposed unfair and excessive prices for room rents, diagnostic services, medical devices, consumables and medicines, in contravention of Section 4 of the Act.

The CCI, however, disagreed with the DG's delineation of the relevant market and assessment of dominance. The CCI observed that patients, particularly those seeking elective treatment, generally assess and compare hospitals on the basis of cost, quality of care, reputation and available facilities before admission. Since patients are typically provided with estimates relating to the proposed treatment and associated costs, the CCI held that competitive constraints operate at the stage of selecting a hospital. Accordingly, the CCI rejected the existence of separate hospital-specific aftermarkets and assessed the conduct in the broader market for provision of healthcare services by super-speciality hospitals in Delhi-NCR.

On the issue of overcharging, the CCI held that prices and services in the hospitals cannot be compared with those provided in hotels (for room rents), or diagnostic labs (for medical tests), since the cost-structure of hospitals, as well as the bouquet of medical services provided within the hospitals, are entirely different from those provided in hotel accommodation and diagnostic labs. As such, any finding of excessive pricing cannot be established through comparison with hotels, or standalone labs.

The CCI further observed that an assessment of alleged overcharging must account for the complete cost structure associated with the provision of healthcare services, including storage, logistics, inventory management, operational and other overhead expenses. The DG's approach of comparing procurement prices with selling prices of medicines and consumables, without considering these factors, was therefore found to be inadequate. In the absence of sufficient evidence demonstrating that the prices charged were exploitative or unfair, the CCI concluded that no abuse of dominant position had been established against the hospitals.

NCLAT REAFFIRMS REQUIREMENT OF SHOW CAUSE NOTICE WHERE CCI DIFFERS FROM DG'S FINDINGS

The NCLAT, by its judgment dated 05 May 2026, allowed the appeal filed by Grasim Industries Limited and set aside the CCI order dated 16 March 2020, remanding the matter back to the CCI for fresh consideration.

The appeal arose from a CCI order that held Grasim guilty of abusing its dominant position in the market for the supply of Viscose Staple Fibre (VSF) to spinners in India under Sections 4(2)(a)(ii) and 4(2)(d) of the Act, imposing a penalty of INR 301.61 crores while also directing it to adopt a transparent discount policy and refrain from imposing end-use restrictions on buyers.

Before the NCLAT, Grasim contended that certain directions issued by the CCI were contrary to findings recorded by the DG. In particular, the DG had observed that non-disclosure of Grasim's pricing and discount policy did not, by itself, amount to a contravention of the Act, and had further noted that Grasim was under no obligation to keep the traders in business. However, the CCI directed Grasim to publicly disclose its discount policy and prohibited restrictions on buyers using VSF for trading purposes.

The NCLAT held that these directions represented a departure from the DG's findings and that the CCI had failed to provide Grasim with an opportunity to respond to the proposed disagreement. Relying on earlier decisions of erstwhile Competition Appellate Tribunal in BCCI v. CCI and InterGlobe Aviation Ltd. v. CCI, the NCLAT reiterated that where CCI wants to differ from the findings of the DG, CCI shall give an opportunity to the opposite party.

The NCLAT observed that the CCI's directions requiring public disclosure of the discount policy and permitting buyers to trade VSF were inconsistent with the DG's conclusions and had been issued without prior notice to Grasim. Such departure, without an opportunity to rebut the proposed findings, amounted to a violation of the principles of natural justice and caused prejudice to the appellant.

Accordingly, the NCLAT set aside the impugned order and remanded the matter to the CCI with a direction to provide Grasim an opportunity to respond wherever the CCI proposes to differ from the DG's findings before passing a fresh order. The Tribunal clarified that it had not expressed any view on the merits of the allegations.

MANIPAL GROUP FINED ₹50 LAKH BY CCI FOR COMPLETING AAKASH ACQUISITION WITHOUT PRIOR APPROVAL

The CCI, by its order dated 20 May 2026, imposed a penalty of INR 50 lakh on Manipal Health Systems Private Limited (Acquirer 1) and Manipal Education and Medical Group India Private Limited (Acquirer 2) (collectively ‘Acquirers’) under Section 43A of the Act for consummating the acquisition of approximately 11.03% shareholding in Aakash Educational Services Limited (AESL/Target) prior to notifying the transaction to, and obtaining approval from, the CCI.

The impugned acquisition formed part of a broader series of transactions through which the Pai Family Group increased its shareholding in AESL. The CCI noted that the Acquirers had previously obtained approval for the acquisition of approximately 39.61% shareholding in AESL and a further proposed acquisition of approximately 8.25% shareholding. However, while the former had been consummated, the latter remained pending due to ongoing litigation.

Subsequently, the Manipal Group and its affiliates undertook certain additional steps, including amendments to AESL's Articles of Association, acquisition of approximately 7.75% shareholding from Blackstone-affiliated entities (Blackstone Acquisition), and acquisition of approximately 11.03% shareholding from AESL's founder under a share purchase agreement dated 30 April 2025.

The CCI observed that the Blackstone Acquisition, the amendments to the Articles of Association, and the subsequent acquisition of 11.03% shareholding had all occurred after the earlier approval and had not been independently notified to the CCI. Consequently, the CCI issued a show cause notice requiring the Acquirers to explain why penalty proceedings under Section 43A should not be initiated.

The Acquirers contended that their actions were driven by the need to preserve AESL’s financial stability amid the financial distress of its erstwhile parent, Think & Learn Private Limited (Byju’s), and to safeguard the interests of students, employees, and other stakeholders. They further argued that the Blackstone Acquisition qualified for exemption under Item 4 of the Schedule to the Competition (Criteria for Exemption of Combinations) Rules, 2024, that the amendments to AESL’s Articles did not result in any change in control, and that the acquisition of the additional 11.03% stake was undertaken in good faith and under exceptional circumstances.

The CCI observed that irrespective of the parties’ contentions regarding the Blackstone Acquisition and the Articles amendments, it was undisputed that the acquisition of the additional 11.03% shareholding had been consummated prior to notification and approval. The CCI reiterated that the merger control framework under the Act requires parties to notify notifiable combinations before consummation and prohibits implementation of such transactions until approval is granted.

Relying on the Supreme Court’s ruling in CCI v. Thomas Cook (India) Ltd., the CCI observed that mala fides are not a prerequisite for the imposition of penalty under Section 43A; penalty is attracted upon breach of the statutory filing and standstill obligations as a matter of civil liability. A maximum penalty of up to one per cent of the combined value of the parties’ turnover could, in principle, have been levied.

While determining the quantum of penalty, the CCI noted that this was not the first instance of non-compliance by the Acquirers, referring to an earlier transaction involving the acquisition of approximately 39.61% shareholding in AESL that had also been consummated prior to notification. At the same time, the CCI took into account mitigating factors, including the Acquirers' voluntary disclosure of the relevant transactions, their cooperation during the proceedings, and the circumstances surrounding AESL's financial distress. Accordingly, the CCI imposed a penalty of INR 50 lakh under Section 43A of the Act, payable within sixty days from receipt of the order.

CCI APPROVES INNOMOTICS INDIA'S ACQUISITION OF SIEMENS' LOW VOLTAGE MOTORS BUSINESS

The CCI, by its order, approved the proposed acquisition by Innomotics India Private Limited (Acquirer) of the low voltage motors (LVM) business of Siemens Limited (Target Business) by way of a slump sale. The proposed transaction involves the transfer of the Target Business as a going concern pursuant to a Slump Sale Agreement executed between Siemens Limited, Innomotics India and Innomotics Pte. Ltd.

Acquirer is engaged in the basis manufacturing and supply of industrial motors (High and Medium voltage) and large drive systems (Medium voltage) to sectors such as oil & gas, metals, cement, power & marine etc. KPS Capital Partners, LP (KPS Capital), a private equity firm, exercises sole control over Acquirer. Target Business sells LVMs for industrial applications in India and also exports these LVMs to certain countries by following an outsourced manufacturing model.

For the purpose of competition assessment, the CCI noted that Acquirer group and Target Business have business presence in the broad market for manufacturing and/or sale of electric motors in India (Electric Motors Market).

The CCI observed that the Target Business was engaged solely in the sale of LVMs for industrial use in India, whereas neither the Acquirer nor the Acquirer group portfolio entities sold LVMs in India. Accordingly, the CCI found that there were no horizontal overlaps at the narrower product level. Further, CCI noted that there are no existing or potential vertical relationships or complementary linkages between the activities of the Acquirer group and the Target Business in India.

The CCI decided to leave the delineation of the relevant market open, observing that the proposed transaction was not likely to raise any competition concerns under any plausible market definition. The CCI noted that the parties exhibit overlaps only at the broadest level of the Electric Motors Market, where the combined market share was in the range of [5–10]% and the incremental market share was in the range of [0–5]%. The CCI also observed the presence of several established competitors in the sector.

Accordingly, the CCI concluded that the proposed transaction was not likely to cause an appreciable adverse effect on competition in India.

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