The Supreme Court has set aside the Rs 202 crore penalty imposed on Amazon by the Competition Commission of India (CCI) in the long running Future Coupons deal dispute, overturning earlier rulings by both the CCI and the National Company Law Appellate Tribunal.
A bench comprising Justices Vikram Nath and Sandeep Mehta quashed the CCI’s December 17, 2021 order as well as the NCLAT’s June 2022 ruling that had upheld the regulator’s action against Amazon. The court also directed authorities to refund any amount recovered or deposited by Amazon within eight weeks. According to reports, delayed refunds beyond the stipulated period would attract 9% simple annual interest.
The case relates to Amazon’s 2019 investment in Future Coupons, a promoter entity of Future Retail. Through the transaction, Amazon acquired a 49% stake in Future Coupons for around Rs 1,431 crore and secured contractual rights connected to Future Retail, which operated retail chains including Big Bazaar.
The Competition Commission of India (CCI) had initially approved the deal in November 2019. However, in 2021, the regulator reviewed the transaction after Future Coupons alleged that Amazon had taken contradictory positions before Indian regulators and international arbitration forums regarding the purpose and structure of the investment.
Following the review, the CCI concluded that Amazon had suppressed material information and failed to disclose the strategic nature of the transaction while seeking approval. The regulator argued that Amazon did not adequately notify its indirect strategic interest in Future Retail or identify the interconnected shareholder agreements as part of the transaction structure.
The regulator imposed a Rs 200 crore penalty under Section 43A of the Competition Act for allegedly failing to properly notify the combination and an additional Rs 2 crore penalty under Sections 44 and 45 for furnishing false information and suppressing material facts. It also suspended its earlier approval granted to the transaction.
Amazon challenged the CCI order before the NCLAT, maintaining that all relevant details had been disclosed during the approval process and that the Future Retail related agreements had already been shared with the regulator as part of the transaction documents. In June 2022, the appellate tribunal upheld the CCI’s findings, prompting Amazon to move the Supreme Court.
The Future Coupons transaction later became central to the wider dispute involving the proposed sale of Future Group’s retail assets to Reliance Retail in 2020. Amazon opposed the deal, citing contractual rights arising from the Future Coupons agreement and arguing that the transaction violated non-compete and restricted persons clauses signed between the parties.
The dispute triggered multiple legal proceedings across Indian courts, regulators, and international arbitration forums, including the Singapore International Arbitration Centre, where Amazon had earlier secured interim relief against the Future Reliance transaction. The deal eventually collapsed after lenders initiated insolvency proceedings against Future Retail.
