The Supreme Court of India, in a judgment delivered on November 13, 2025, held that a company purchasing software to automate its business processes with the objective of maximizing profits is not a “consumer” as defined under Section 2(1)(d) of the Consumer Protection Act, 1986.
The bench, comprising Justice J. B. Pardiwala and Justice Manoj Misra, dismissed Civil Appeal No. 6349 of 2024, filed by M/s Poly Medicure Ltd. The Court affirmed the orders of the National Consumer Disputes Redressal Commission (NCDRC) and the Delhi State Consumer Disputes Redressal Commission, which both held that the appellant’s complaint was not maintainable as the transaction was for a “commercial purpose.”
The primary legal issue before the Court was whether the appellant, a company, qualified as a “consumer” under the 1986 Act for the purchase of software used in its export/import operations.
Background of the Case
The appellant, M/s Poly Medicure Ltd., a company engaged in the export and import of medical devices, filed Consumer Complaint No. 515 of 2019 before the State Commission, Delhi. The complaint alleged a “deficiency in service” against the respondent, M/s Brillio Technologies Pvt. Ltd.
According to the complaint, the appellant had purchased a product licence for “Brillio Opti Suite” software from the respondent to install and implement an export/import documentation system. The appellant claimed that after making the requisite payments, the software did not function properly. The complaint sought a refund of the product licence cost and additional development cost, along with 18% interest.
The State Commission, vide its order dated 19.08.2019, dismissed the complaint, holding it was not maintainable because the software was purchased for a commercial purpose, thus excluding the appellant from the definition of a “consumer.”
The appellant’s First Appeal (No. 1977 of 2019) was subsequently dismissed by the NCDRC by its order dated 15.06.2020, which affirmed the State Commission’s findings. This led to the present appeal before the Supreme Court.
Arguments of the Parties
Appellant (M/s Poly Medicure Ltd.): The appellant contended that the software was purchased for “self-use” and that the company was the “end user” with no intention to transfer or sell it for profit. It was argued that the purchase of goods for self-utilization, not directly linked to profit generation, would qualify the purchaser as a “consumer” by virtue of the Explanation to Section 2(1)(d) of the 1986 Act.
The appellant relied on the Supreme Court’s decision in Lilavati Kirtilal Mehta Medical Trust v. Unique Shanti Developers (2020) 2 SCC 265, arguing that the dominant purpose of the transaction must be assessed, not the identity of the purchaser or the value. It also cited Sunil Kohli and Anr. v. Purearth Infrastructure Ltd. (2020) 12 SCC 235 to contend that even commercial use, if intended for earning a livelihood by self-employment, is covered under the Act.
Respondent (M/s Brillio Technologies Pvt. Ltd): The respondent countered that the complaint was not maintainable as it was a “business to business” dispute. It was submitted that the “Brillio Opti Suite” software was customized to support the appellant’s core business and professional activities, such as managing Export Document Sets, Duty Drawback, Letter of Credit Management, and FOREX Forward Cover Management.
The respondent argued that the use of the software thus had a “direct nexus with profit-generating activity of the appellant” and that the 1986 Act was intended for business-to-consumer disputes, not business-to-business transactions.
Court’s Analysis and Findings
The judgment, authored by Justice Manoj Misra, first analyzed the definition of “consumer” under Section 2(1)(d), which explicitly excludes a person who obtains goods “for any commercial purpose.” The Court also considered the Explanation to the clause, which clarifies that “commercial purpose” does not include goods bought and used by a person “exclusively for the purposes of earning his livelihood by means of self-employment.”
Company as a “Person”: The Court affirmed that a company is a “person” capable of being a consumer under the Act. It agreed with the view in Karnataka Power Transmission Corporation and Anr. v. Ashok Iron Works Private Ltd. (2009) 3 SCC 240, stating that the definition of “person” in Section 2(1)(m) is “inclusive and not exhaustive” and includes juristic persons.
“Commercial Purpose” vs. “Self-Employment”: The central part of the Court’s analysis focused on distinguishing between a self-employed individual and a corporation in the context of the “commercial purpose” exclusion.
The Court observed, “There is a difference between a self-employed individual and a corporation. The goods purchased by a self-employed individual for self-use for generating livelihood would fall within the explanation even if activity of that person is to generate profits for the purpose of its livelihood. But where a company purchases a software for automating its processes, the object is to maximise profits and, therefore, it would not fall within the explanation of Section 2(1)(d) of the 1986 Act.”
The bench distinguished the Sunil Kohli case, noting it involved unemployed individuals booking a shop for self-employment, whereas the appellant is “a company engaged in commercial activity of import/export, and the goods/services purchased/availed by the company were to automate its business processes with a view to augment its efficiency and profits.”
The Court found that the appellant’s objective was not self-employment but to organize its operations. “In the case on hand also,” the judgment states, “the complainant had been an established company doing business which bought the product license to automate its processes. …the object of the purchase was not to generate self-employment but to organize its operations with a view to maximise profits.”
Nexus with Profit Generation: The Court examined the test for “commercial purpose” laid down in Lilavati Kirtilal Mehta, which states that the purchase “should have a close and direct nexus with a profit-generating activity.”
Analyzing its recent decision in National Insurance Co. Ltd. v. Harsolia Motors (2023) 8 SCC 362, the Court clarified that availing an insurance service is not a “commercial purpose” because its dominant object is to secure against loss, not to generate profit. However, this does not apply to goods or services purchased with a clear nexus to profitability.
Applying this test to the present case, the Supreme Court concluded that the software purchase was intrinsically linked to the appellant’s profit-generating activities.
“In the instant case,” the Court held, “not only the complainant is a commercial entity, the purchase of goods/ services (i.e., software) from the respondent was with a view to automate the processes of the company which were linked to generation of profit inasmuch as automation of business processes is undertaken not just for better management of the business but to reduce costs and maximise profits.”
The Court concluded, “Thus, in our view, the transaction of purchase of goods/ services (i.e., software) had a nexus with generation of profits and, therefore, qua that transaction the appellant cannot be considered a consumer as defined in Section 2(1)(d) of the 1986 Act.”
Decision
Finding that the purchase was for a “commercial purpose,” the Supreme Court upheld the decisions of the lower forums.
“For the foregoing reasons, we are of the considered view that both the State Commission as well as the National Commission were justified in holding that the goods /services purchased/ availed by the appellant were for a commercial purpose and therefore the appellant is not a ‘consumer’ as per Section 2(1)(d) of the 1986 Act,” the Court ruled.
The appeal was dismissed, with no order as to costs.
