Merger control in India is governed by the Competition Act, 2002 (the “Competition Act”), supplemented by rules and regulations formulated by the Competition Commission of India (CCI) and notifications issued by the Ministry of Corporate Affairs, Government of India (MCA). The major subordinate legislation governing merger control includes:

• Competition Commission of India (Combination) Regulations, 2024 (the “Combination Regulations”);
• Competition (Criteria for Exemption of Combinations) Rules, 2024 (the “Exemption Rules”);
• Competition (Criteria of Combination) Rules, 2024; and
• Competition (Minimum Value of Assets and Turnover) Rules, 2024.

Additional guidance on interpretational issues involving merger control can also be received from case officers of the CCI by way of a pre-filing consultation (PFC). The PFC is an oral non-binding consultation process that can be undertaken on a named or no-names basis.

The Competition Act is the only legislation that governs merger control in India. No specific legislation deals with merger control for foreign transactions/sectoral investment.

Foreign investment in India is not governed by the Competition Act but is governed by other legislation, including:

• the Foreign Exchange Management Act, 1999;
• the (Indian) Foreign Direct Investment Policy; and
• relevant circulars/press notes issued by the Reserve Bank of India and the Ministry of Commerce and Industry.

The CCI, India’s statutory competition regulator, has exclusive jurisdiction to enforce the Competition Act and its allied regulations.

Under the Indian merger control regime, the CCI assesses whether a transaction exceeding any one of the prescribed notification thresholds is likely to cause an appreciable adverse effect on competition (AAEC) in India.

No other regulatory authority or civil court can discharge this function.

The Indian merger control regime is mandatory and suspensory in nature. Accordingly, every transaction that exceeds the notification thresholds must seek an approval from the CCI unless such transaction is exempted from notification requirements under relevant rules formulated by the CCI or under notifications issued by the MCA.

Pertinently, the CCI cannot review a transaction that does not exceed any of the notification thresholds.

The Exemption Rules exempt certain types of transactions from requiring an approval from the CCI provided the conditions set out under the Exemption Rules are met. The following is an illustrative list of transactions exempted under the Exemption Rules.

• Ordinary cause acquisitions – Acquisition of shares by underwriters, stockbrokers and mutual funds under prescribed shareholding limits are exempted.
• Minority acquisitions – An acquisition of less than 25% shares or voting rights is exempted provided the acquisition does not lead to the acquisition of control and the transaction is made solely as an investment.
• Incremental acquisitions – Incremental acquisitions (i) below 25%; (ii) between 25% and 50%; and (iii) above 50% are also exempt provided there is no change in control.
• Intra-group transactions – Intra-group share acquisitions, mergers, amalgamations and asset acquisitions are exempted provided the transaction does not result in any change in control.
• Demerger – Demergers where the shares of the resulting company are acquired either by the demerged entity or by shareholders of the demerged entity are also exempted.

Additionally, transactions where the target has either (i) Indian assets of not more than INR4.5 billion (approximately USD47.06 million) or (ii) Indian turnover of not more than INR12.5 billion (approximately USD130.71 million) also do not require an approval from the CCI, provided the transaction does not breach the deal value threshold (Target Exemption).

In addition to the above, the MCA from time to time also exempts through notification exemptions for transactions involving specific industries.

Failure to notify a transaction that exceeds the notification thresholds, or the consummation of a notifiable transaction in part or whole before the receipt of CCI approval, will amount to gun-jumping.

Penalties for gun-jumping may extend up to (i) 1% of the total turnover or assets of the parties, or (ii) the value of the transaction, whichever is higher. For acquisitions, the gun-jumping penalty is only imposed on the acquirer; for mergers/amalgamations, the penalty is imposed on all the merging/amalgamating parties.

While in principle the CCI can impose substantial penalties, in practice the actual penalty imposed by the CCI is much less, and the CCI always considers multiple mitigating factors when determining the quantum of penalty. Over the last three years, penalties have ranged between INR0.5 million (approximately USD5,228) and INR5 million (approximately USD52,284).

Where the CCI imposes a penalty for gun-jumping, it issues a reasoned order which is published on its website. Where an inquiry concludes without a finding of gun-jumping, the order is typically not made public.

In the calendar year (CY) ended 31 December 2025, the CCI imposed five penalties for gun-jumping. To date (of publication of this guide, 7 July 2026), in CY 2026, the CCI has imposed two penalties for gun-jumping. These are summarily described below.

In CY 2026, the CCI has imposed the following penalties.

• The CCI penalised an entity engaged in the logistics sector for failing to notify a transaction involving a change from joint control to sole control.
• The CCI penalised a healthcare operator for failing to notify interconnected transactions. Noting that the acquirer was a repeat defaulter but had (i) disclosed the transaction voluntarily and (ii) co-operated with the CCI as a part of its inquiry process, the CCI imposed a penalty of INR5 million (approximately USD52,284).

In CY 2025, the following penalties were imposed.

• The CCI penalised a global financial sponsor INR4 million (approximately USD41,828) for incorrectly availing the minority acquisition exemption to avoid a filing. The acquisition carried a right to access commercially sensitive information, which rendered the exemption inapplicable.
• The CCI penalised a large pharmaceutical company to the tune of INR0.5 million (approximately USD5,228) for closing a transaction without seeking fresh CCI approval after the transaction structure was modified subsequent to the receipt of the original CCI approval.
• The CCI penalised a healthcare operator INR0.5 million (approximately USD5,228) for converting debt into equity without seeking CCI approval, even though the conversion was undertaken on account of financial hardship owing to extenuating circumstances.
• The CCI penalised a global financial sponsor INR0.5 million (approximately USD 5,228) for wrongly availing the Green Channel Route (GCR) by failing to identify existing overlaps between the transacting parties.
• The CCI penalised an integrated power sector entity for failing to notify a competitor acquisition. The bidding process was structured in a manner where CCI approval could not have been secured in a timely manner. Noting practical difficulties, the CCI did not impose a penalty on the power sector entity.

Under the Competition Act, mergers, amalgamations and acquisitions (of shares, assets, control or voting rights) require prior CCI approval where the notification thresholds are exceeded and no exemption applies.

Internal restructurings and reorganisations that cross the thresholds can typically avoid notification under the Exemption Rules. However, approval is required where such a restructuring results in a change of control.

A transaction that does not independently cross the notification thresholds will nonetheless require CCI approval if it is interconnected with another transaction that breaches the notification thresholds. All interconnected transactions must be notified together through a single merger notice, and a composite approval must be sought for all interconnected transactions.

Transactions or changes in governance arrangements that do not involve a transfer of shares or assets can also trigger a filing requirement if they result in a change of control. For example, the acquisition of a standalone right to nominate a director, or to exercise certain affirmative voting rights, will require approval if the notification thresholds are met.

The Competition Act and precedents from the CCI clarify that control is a matter of degree, but all degrees and forms of control constitute “control”. Pertinently, more than 50% shareholding, or the ability to control the majority of the Board of Directors, qualifies as de facto control. However, in the absence of de facto control, even special rights like the ability to have board representation or affirmative voting rights or financial/structural linkages can also result in de jure control.

Under the Indian merger control jurisprudence, material influence is seen as the lowest form of control. Material influence implies the presence of factors that provide the ability to influence the affairs and management of another entity.

Acquisition of minority shareholding will typically require an approval from the CCI if it results in either the acquisition of control or a change in the quality of control being exercised. As set out above, in CY 2026, the CCI penalised a logistics sector operator for failing to notify a transaction involving a change in the nature of control, ie, from joint control to sole control.

Indian merger control prescribes two categories of notification thresholds: financial thresholds and the deal value threshold. Transactions that exceed any one of the financial thresholds or the DVT will need a mandatory approval from the CCI unless the transaction can avail itself of any exemptions.

Financial Thresholds

The financial thresholds consist of eight separate tests measuring either the combined assets or combined turnover of the acquirer (or acquirer group) and the target.

In cases of merger/amalgamation, consideration of the numbers for the merging/amalgamating entities is required. The group level thresholds are calculated after considering the numbers for the group to which the merged/amalgamated entity will belong after the transaction.

Each test is based either on Indian figures alone, or on global figures with a minimum Indian component.

Deal Value Threshold

A transaction will exceed the deal value threshold (DVT) if the overall “transaction value” exceeds INR20 billion (approximately USD209.14 million) and the target has “substantial business operations in India”.

For financial thresholds, the calculations are as follows.

• Asset value – The value of assets is determined by considering the book value of the assets in the audited books of account, in the financial year immediately preceding the financial year in which the date of the proposed combination falls, as reduced by any depreciation. The value of assets must also include:
1. the brand value;
2. the value of goodwill; and
3. the value of copyright, patent, permitted use, collective mark, registered proprietor, registered trade mark, registered user, homonymous geographical indication, geographical indications, design or layout-design or similar commercial rights, if any.
• Turnover – Indian turnover means the audited revenue which subject to certain considerations is adjusted for:
1. intra-group sales;
2. indirect taxes;
3. trade discounts; and
4. all amounts generated through assets or business from customers outside India.

The following calculations apply for DVT.

• Transaction value – The transaction value is determined after including every valuable consideration, whether direct or indirect, immediate or deferred, cash or otherwise.
• Substantial business operations in India – Whether a target has substantial business operations in India is determined by comparing its Indian metrics with its global metrics. For digital services targets, the metrics are the number of users, revenue or gross merchandise value (GMV); for all other targets, the metrics are either revenue or GMV.

For the entity-level test, parties are required to consider consolidated assets or turnover. In certain industries and for certain entity types, assessed on a case-by-case basis, the consolidated figures must also be aggregated with the assets or turnover of controlled entities.

For the group-level test, the consolidated figures of the group must be aggregated with those of all controlled entities.

Financial figures are assessed as at the close of the preceding financial year. Where the facts warrant, financial statements may be carved out to capture the numbers attributable to the specific transaction perimeter.

A global transaction will require a CCI approval if any one of the notification thresholds is crossed.

The notification thresholds are designed to capture only transactions with an Indian nexus. As such, each financial threshold carries a minimum Indian asset or turnover component, and the DVT is subject to the substantial business operations in India test. A target with no direct or indirect Indian presence will therefore rarely trigger a filing requirement.

There is no separate impact-based test. Once the thresholds are met, the filing requirement is triggered regardless of the transaction’s effect on the Indian market.

The Indian merger control regime does not prescribe a market share-based notification threshold.

Pertinently, the CCI cannot review transactions which will result in high market shares or will likely have problematic competitive impact, if the transaction either (i) does not breach any one of the notification thresholds or (ii) is eligible for any available exemption.

Formation and/or capitalisation of a green-field joint venture does not require an approval from the CCI.

However, transfer of assets to either a green field or a brown field joint venture will require an approval from the CCI if any one of the notification thresholds are met.

Importantly, the scope of operations of the joint venture or the type of clients proposed to be served by the joint venture are not germane for determining notification requirements.

The CCI is not empowered to review transactions which do not exceed any one of the notification thresholds – even if such transactions are voluntarily brought before the CCI by the parties themselves or third parties. That said, the CCI does regularly reach out to parties who have been parties to publicly announced transactions to enquire why a notification was not made. If the CCI concludes that the transaction ought to have been notified, it can require the parties to file on a post-facto basis within one year of closing. Such transactions are also likely to attract gun-jumping proceedings. No specific limitation period applies to the initiation of an inquiry by the CCI under Section 43A.

A notifiable transaction cannot be consummated in part or whole before the receipt of an approval from the CCI. Partial consummation includes exercising control over activities of the target, prepayment of consideration, and implementation of transaction outside India.

As set out above, implementation of a transaction (whether in part or whole) prior to receipt of CCI approval can result in gun-jumping. The CCI strictly enforces standstill obligations and scrutinises transactions (specifically, multi-step transactions) to ensure that parties do not breach standstill obligations prior to its approval.

Details of penalties imposed by the CCI for gun-jumping in CY 2025 and CY 2026 are set out in 2.2 Failure to Notify.

Previously, the CCI has imposed penalties on transacting parties (in foreign-to-foreign transactions) for implementing the transaction prior to receipt of approval. Penalised parties include (i) Titan International Inc (which related to the acquisition of shareholding in Titan Europe PLC) and (ii) Baxalta Incorporated (which related to the acquisition of bioscience business and related assets of Baxter International Inc).

Whilst the CCI has exhibited a tendency to expedite approvals in transactions concerning financially distressed entities, there are no formal exceptions to the suspensory effect. There are no legislative requirements/directions to expedite approval for transactions involving targets in distress.

The CCI has consistently acted against parties closing without prior approval, even where the target’s financial distress was advanced as justification for expediting the transaction without seeking approval (see 2.2 Failure to Notify). A similar approach has also been taken in public bid cases. Where the bid timetable left no realistic window to obtain prior CCI approval, the CCI has consistently imposed gun-jumping penalties for failing to seek CCI approval, treating the commercial constraints of the bid process as a mitigating factor rather than a defence. Thus far, there has only been one case where the CCI has imposed a zero penalty despite observing gun-jumping, ie, violation of applicable law.

The suspensory regime of the CCI is global in nature. Therefore, awaiting CCI approval, the Indian limb of a transaction cannot be suspended while the global legs are closed.

Based on amendments brought forth in 2024 to the Competition Act and the Combination Regulations, suspensory effects are relaxed for on-market transactions. Accordingly, transacting parties can consummate an on-market transaction and seek a CCI approval afterwards, subject to certain conditions. These include:

• the parties must notify the transaction within 30 calendar days from the date of initial acquisition;
• parties must refrain from exercising voting rights in relation to the acquired shares (except in specific matters like liquidation/insolvency); and
• parties must exercise only economic benefits (dividends, bonus shares, stock splits) associated with the acquired shares.

In an acquisition, the filing can be made any time after the trigger document has been executed. In a merger or amalgamation, the filing can be made any time after the boards of the merging parties have passed the relevant resolution.

In all cases, the filing must be made before the transaction is consummated, whether in whole or in part.

Executed transaction documents (in an acquisition) or board resolution (in a merger/amalgamation) are mandatory prerequisites to notifying a transaction to the CCI. However, there have been a few instances in the past where the CCI has commenced its review of a transaction on the basis of a binding memorandum of understanding or letter of agreement.

Under the Indian merger control regime, a notification to the CCI is ordinarily made in Form I. However, a merger notice will have to be filed in Form II if the combined market share of the acquirer group and the target in any horizontally overlapping market exceeds 15% or if the individual or combined market share in any vertically overlapping market exceeds 25%.

The filing fees for a Form I are INR3 million (approximately USD31,370) and for a Form II are INR9 million (approximately USD94,112). A Form II requires more extensive information as compared to a Form I.

For a notifiable acquisition, the acquirer is obligated to file the merger notice to secure the CCI approval. For a notifiable merger or amalgamation, all merging/amalgamating parties are required to file the merger notice to secure the CCI approval.

Where a notifiable transaction has interconnected transactions, acquirers or merging/amalgamating parties to the interconnected steps may also be required to be notifying parties.

A filing before the CCI is required to be made in English. Across Form I (short form) and Form II (long form), the following information is typically required:

• basic details of the parties and their authorised representatives;
• explanation regarding how the notification thresholds are breached;
• description of the transaction, including details of rights being acquired;
• economic/strategic rationale for the transaction;
• details of approvals required from other antitrust regulators across jurisdictions;
• details of the activities of the parties (their group entities and affiliates);
• identification of overlaps (whether horizontal, vertical or complementary) between the parties;
• if there are overlaps, market-facing information (regarding market sizes, market shares, competitors) for each identified relevant market;
• detailed explanation (for each overlapping activity) outlining the absence of competitive impact in the identified markets in India; and
• overview of the sector to which the transaction belongs.

Additionally, for Form II, parties are also required to provide detailed responses on a series of questions pertaining to the market structure for each overlapping market and details of operations by the parties and their competitors in each relevant market.

The following documents are to be submitted to the CCI along with the merger notice:

• copy of the executed transaction documents (if these are in any other language, except English, the original document and a translated copy, accompanied by an affidavit confirming that the original and translated copies are the same);
• annual report of the parties;
• documents considered by the board of directors of the parties for undertaking the transaction; and
• ancillary documents, which include:
1. corporate authorisations for the authorised representative of the acquirer (including for legal counsel),
2. a declaration stating that information submitted in the filing is true and correct, and
3. an affidavit stating that confidential information (such as transaction details, market shares) included in the merger notice are not available in the public domain – the affidavit requires apostille (if executed in a foreign country) and notarisation (if executed in India).

If the CCI observes that information included in a filing is incomplete, the CCI will typically issue a request for information to collate such information from the parties. Once parties furnish such information, the CCI will continue its inquiry.

Where parties continuously refuse to furnish information as requested, the CCI may invalidate the notice and ask the parties to file a fresh merger notice. Further, the CCI can impose monetary penalties on the parties if it determines that the parties have:

• furnished inaccurate, false or misleading information;
• omitted to submit any material information; or
• altered or suppressed any information.

An approval secured on the basis of false information or through suppression of material information can also be set aside. Typically, if parties are found to have secured an approval based on false information or oppression of information, the CCI will typically put into abeyance the approval provided earlier and ask parties to file a fresh merger notice containing all information.

The CCI’s review consists of two stages, detailed below: (i) Phase I review (initial assessment); and (ii) Phase II review (detailed investigation).

• Phase I review – A transaction that is prima facie unlikely to result in an AAEC in the relevant market is cleared at Phase I. Around 99% of filings receive a Phase I approval. The statutory period for a Phase I decision is 30 days from filing, exclusive of clock-stops (ie, time taken by the parties to respond to CCI queries).
• Phase II review – A transaction not cleared at Phase I proceeds to Phase II, which involves a detailed investigation into the competition concerns identified by the CCI in its Phase I review. Phase II review may also involve consultation with third-party stakeholders (including competitors) and public consultations. Of the approximately 1,300 combinations reviewed by the CCI to date, only around ten have proceeded to a Phase II investigation.

The overall statutory clearance timeline is capped at 150 calendar days, excluding clock-stops and statutory delays. A transaction not cleared within this period is deemed approved.

The Indian merger control regime provides transacting parties an opportunity to undertake a PFC with case officers at the CCI. A PFC is a confidential, oral and non-binding consultation which allows parties to discuss interpretation issues or other aspects in relation to merger control with the officers of the CCI. A PFC can also be done to undertake pre-filing scrutiny of a merger notice to ascertain key issues or concerns that the CCI may have.

The CCI encourages parties to avail themselves of the PFC mechanism prior to making the formal filing. The views provided by the CCI during the PFC are non-binding on the CCI. Further, in sensitive transactions, a PFC can also be undertaken on a no-names basis.

Typically, the CCI issues around one to two requests for information (RFI) during its review process. The scope of questions contained in each RFI depends on the level of disclosure made in the merger notice and the overall complexity of the filing.

The issuance of a RFI by the CCI results in a clock-stop. Therefore, time taken by the parties to respond to an RFI are not calculated as part of the CCI’s review timeline. Ordinarily, once the parties submit a comprehensive and complete response to the RFI, the clock re-starts. However, it is also possible for the CCI to issue a continuing RFI, in which case the clock will restart only on the submission of a comprehensive and complete response to the continuing RFI.

Where there are no horizontal overlaps or vertical relationships or complementary linkages between the acquirer group and the target, the parties can secure an approval under the green channel route. Transactions notified under the GCR are approved immediately upon the formal filing with the CCI.

For non-green channel filings, transacting parties can further accelerate review using the following mechanisms.

• Pre-filing consultation – As set out in 3.8 Pre-Notification Discussions With Authorities, parties can do a PFC to gauge possible concern areas with the CCI, responses to which can then be built into the notice while making the formal filing. This can reduce the level of inquiry from the CCI post-filing.
• Voluntary modifications – Parties to a contentious transaction (which is likely to cause an AAEC) can offer voluntary modifications to the CCI during the Phase I stage itself to expedite review and shorten approval timelines.

The substantive test employed to assess whether a transaction should or should not be approved involves determining whether a transaction results in an AAEC in the relevant market. To assess AAEC, the CCI relies on multiple factors to undertake a holistic assessment of a notified transaction. These factors can be segmented into anti-competitive or pro-competitive factors.

Anti-competitive factors include the following:

• extent of barriers to entry;
• significant increase in market concentration (including market shares);
• degree of countervailing power in the market;
• elimination of competitors from the market;
• possibility that the transacting parties can significantly and sustainably increase prices;
• market structure (including nature of vertical integration therein); and
• possibility of any foreclosure (whether input or customer).

Pro-competitive factors include:

• nature and extent of innovation in the market;
• possibility of saving a failing business; and
• efficiencies/consumer benefits accruing on account of the transaction.

If the CCI concludes that a transaction will result in an AAEC, it will typically attempt to arrive at a suitable remedy package to assuage competitive concerns and provide a conditional approval. However, if a suitable remedy package cannot be arrived at, the CCI may block the transaction.

Notably, since the formal commencement of the Indian merger control regime, the CCI has never blocked a transaction.

In assessing the competitive impact of a transaction, the CCI requires the parties to first identify all of their respective affiliates (and their business activities), and from there to map all horizontal overlaps, vertical relationships (whether actual or potential) and complementary linkages. For each overlap, relationship or linkage identified, the parties must set out the relevant markets in which they are active and define each market on both broad and narrow bases.

The competitive assessment is then carried out separately for each relevant market in the case of a horizontal overlap, and for each relevant market pair in the case of vertical relationships and complementary linkages.

The Indian merger control regime does not prescribe any de minimis threshold, whether by market share or otherwise, that allows parties to disregard an overlap or the resulting relevant markets.

The CCI has built a substantial body of decisional practice over the last decade. Parties can rely on CCI precedent in comparable markets for persuasive value, and on decisions from mature jurisdictions, such as the EU, the UK and the US, where no CCI precedent exists. That said, the CCI always conducts an independent, fact-specific assessment of the competitive conditions in the relevant market, and is not bound by any precedent, domestic or foreign.

A detailed list of factors (which are indicative of unilateral effects, co-ordinated effects, conglomerate effects, vertical concerns, foreclosure concerns and elimination of potential competition) typically relied on by the CCI in its inquiry is provided in 4.1 Substantive Test.

The CCI considers economic efficiencies in its assessment. As set out in 4.1 Substantive Test, the CCI considers a host of factors in its assessment, including economic efficiencies (forming part of pro-competitive factors).

The CCI regularly considers non-competition issues (such as industrial policy, regulatory frameworks, government policies and market evolution) whilst assessing a transaction. Rules for foreign direct investment / foreign subsidies are entirely distinct from the Indian merger control regime. The broad-based legislative framework surrounding foreign direct investment/foreign subsidies is set out in 1.2 Legislation Relating to Particular Sectors.

There are no special considerations in the substantive review of joint ventures. That said, concerns regarding (i) co-ordination between joint venture parents and (ii) access to commercially sensitive information are closely scrutinised by the CCI.

Concerns are typically mitigated by:

• incorporating relevant ring-fencing mechanisms (in line with applicable law); and
• creating clean-teams (comprising members not involved in any day-to-day management of the entity or those not having access to commercially sensitive information), amongst others.

The CCI is empowered to:

• approve a transaction unconditionally;
• approve a transaction subject to modifications; or
• block/prohibit a transaction outright.

To date, the CCI has never prohibited or blocked a transaction.

As set out in 4.1 Substantive Test, where the CCI determines that a transaction is likely to cause an AAEC, it will typically grant approval subject to behavioural and/or structural remedies.

The CCI’s approval order will explain how the prescribed remedies are expected to address the competition concerns identified and will set out the steps the parties are required to take to implement them.

Where a transaction is likely to raise competitive concerns, it can be approved subject to structural and/or behavioural remedies being imposed on the transacting parties.

The legislative framework allows parties to offer remedies at any time during the approval process (either during Phase I or Phase II). Further, the CCI, in its nature as a pragmatic and business-friendly regulator, has demonstrated its willingness to engage in consultations with transacting parties and arrive at remedies that effectively assuage competitive concerns.

The CCI does not express a formal preference between structural remedies (such as divestments) or behavioural remedies (hold-separate obligations, supply obligations). In practice, it typically adopts a curated approach, combining both at times to ensure that competitive concerns arising from a transaction are effectively mitigated.

The CCI passed two conditional approvals in 2025.

Torrent Pharmaceuticals

In the transaction involving Torrent Pharmaceuticals acquiring a controlling stake in JB Chemicals & Pharmaceuticals, the CCI’s review focused on three pharmaceutical formulations where the parties’ activities overlapped.

The competitive picture was different in each market. In Lactobacillus Acidophilus and Nifedipine, the parties together accounted for nearly the entirety of the market, with combined shares of around 95 to 100%. In Azelnidipine, the position was less stark but still material, with combined shares of around 45 to 50%.

Across all three markets, the CCI identified risks of weakened rivalry and upward pricing pressure post-combination. Clearance was granted, but only on the basis of a remedy package that varied in intensity across the three markets.

• Nifedipine – A full structural remedy, where Torrent was required to divest the Calcigard brand outright, eliminating the overlap.
• Lactobacillus Acidophilus – A quasi-structural remedy, where Torrent agreed to grant an exclusive five-year licence of the Vizylac brand to an independent operator, with the brand reverting at the end of the term.
• Azelnidipine – A behavioural remedy (given the comparatively lower concentration), where Torrent committed to continue supplying its Azovas brand in the market for three years, with annual price increases capped at 5%.

Bharat Forge

The Bharat Forge acquisition of AAM India Manufacturing transaction illustrates the CCI’s willingness, in appropriate cases, to clear a concentrative transaction without requiring divestiture, provided the parties accept a sufficiently rigorous package of conduct-based safeguards.

Bharat Forge (BFL) proposed to acquire the entirety of the share capital of AAM India Manufacturing (AAM). The competitive concern arose in the market for commercial vehicle axles, where the combined entity would have held a share of approximately 60 to 65%. The CCI’s review focused on three risks:

• a reduction in rivalry between AAM and the BFL-controlled joint ventures operating in the same market;
• a narrowing of customer choice; and
• a potential dampening of innovation incentives.

Rather than requiring a divestiture, the CCI accepted a remedy package combining quasi-structural and behavioural elements.

• A seven-year hold-separate arrangement between AAM and the BFL joint ventures, under which each was required to maintain independent operations, distinct branding, separate sales teams, and no co-ordination on marketing or bidding activity.
• Ring-fencing of commercially sensitive information, including pricing, bid data, customer lists, product specifications, and strategic plans, between AAM and the BFL joint ventures, to prevent any flow of information that could undermine the hold-separate.

There is no legal standard which prescribes minimum conditions that remedies must meet to be deemed acceptable. As a guiding practice, the CCI typically assesses remedies holistically and, at minimum, remedies offered should be sufficient to mitigate competitive concerns arising from the transaction. Remedy proposals that are (i) vague, (ii) ambiguous or (iii) ineffective at addressing competitive concerns, do not typically pass muster with the CCI.

The remedy process is open-ended on the parties’ side and stage-gated on the CCI’s side. As set out in 5.2 Parties’ Ability to Negotiate Remedies, the parties may offer remedies at any point during the review. In contrast, the CCI can only formally propose remedies once a Phase II investigation has been commenced.

The CCI’s substantive powers are broad. It can accept, reject or modify remedies offered by the parties, and can propose remedies of its own. Where the CCI’s view of an appropriate remedy diverges from the parties’ position, the parties have a binary choice: (i) engage constructively with the CCI to arrive at a remedy package that addresses the AAEC concerns while remaining commercially viable; or (ii) accept that the transaction will not be cleared.

After passing a conditional order, the CCI can require parties to complete the remedy before the approved transaction can be closed. However, in many instances, the CCI will allow the approved transaction to be closed while the remedy package is being implemented in parallel.

Implementation is typically supervised through a monitoring agency appointed by the CCI. The agency regularly liaises with the parties and reports on progress at regular intervals, supervises timelines set out in order to ensure that parties comply with these, and serves as the CCI’s principal channel of oversight during the implementation period.

As stated above, the CCI has never rejected or blocked a transaction. As a matter of practice, all conditional and unconditional approval orders are issued to the parties, and the non-confidential version of the order is also made available on the CCI’s website.

As aforementioned, the CCI does have jurisdiction over foreign-to-foreign transactions. There is no specific procedure for foreign transactions.

Recent conditional approvals are discussed in 5.2 Parties’ Ability to Negotiate Remedies.

Ancillary restraints are typically not reviewed by the CCI as part of the merger control process.

There is no formal mechanism for third parties to object to a transaction. Further, their involvement in the review process is limited. Third-party involvement is permitted in the following scenarios.

• Public comments – The CCI can require parties to publish details of a transaction (under Phase II investigation) in the public domain to invite comments. At such stage, third parties (such as customers, competitors, complainants, public stakeholders) can review the details provided and provide their comments/objections to the transaction.
• Outreach by the CCI – As a part of its review process, the CCI may independently consult competitors/customers and seek feedback. This is typically undertaken only when the transaction is likely to result in competitive concerns.
• Independent submissions – Third parties can independently write to the CCI to record their objections to a notified transaction. However, there is no legislative obligation on the CCI to consider these submissions.

The CCI will reach out to third parties if it appears that the transaction will raise competitive concerns. It will typically share a questionnaire with third parties to collate the necessary data. If deeming it necessary, the CCI can undertake market tests of remedies offered by the parties.

For context, a filing with the CCI involves submission of two versions: (i) a confidential version, with all confidential information (including business secrets) included, and (ii) a public version, where all confidential information is redacted.

The CCI grants confidentiality only on confidential/commercially sensitive information that is not available in the public domain and, if disclosed, could result in commercial harm to the transacting parties.

Filings and other submissions made to the CCI (both confidential and public versions) are not ordinarily available for inspection by third parties. However, anything that appears in the CCI’s public order will have been drawn either from the public version of the submissions, or from material in respect of which the parties have expressly waived confidentiality.

Pertinently, the public order of the CCI will include a high-level description of the transaction.

Since its inception, the CCI (through its International Cooperation Division) has established co-operation agreements and memoranda of understanding with antitrust regulators globally. It has entered into co-operation agreements with the following key jurisdictions (among others): Australia, Brazil, Canada, Egypt, Mauritius, Russia and the United States of America. Through this, the CCI fosters and maintains relationships with multiple agencies to (i) strengthen international co-operation and (ii) facilitate information sharing.

The Indian merger control regime provides a multi-pronged judicial review process. Parties aggrieved by a decision/order of the CCI can approach the following bodies.

• National Company Law Appellate Tribunal (NCLAT) – As a first step, the CCI order can be appealed before the NCLAT.
• Supreme Court of India – Any decision of the NCLAT can be appealed before the Supreme Court.
• High Courts (Judicial Review) – Transacting parties may also seek review of CCI/NCLAT orders by filing a writ petition with relevant High Courts. These petitions are only accepted for review by applicable courts if it can be shown that the order:
1. suffers from procedural irregularities;
2. involves a gross violation of principles of natural justice; or
3. breaches constitutional rights.

Appeals to NCLAT and the Supreme Court of India can be filed within 60 days from the date of the order. However, depending on the discretion of the NCLAT and the Supreme Court of India, appeals can also be admitted after expiry of the 60-day period, so long as there are justifiable reasons for the delay.

Third parties can appeal a merger control decision. Such instances have been limited in the past. For instance, in the global combination involving Lafarge and Holcim, the CCI issued a conditional approval. Dalmia Cement (an Indian competitor) objected to the approval granted and filed an appeal with the erstwhile appellate authority (the Competition Appellate Tribunal), challenging the approval granted on grounds that the CCI failed to adhere to due process. Ultimately, the appeal was subsequently withdrawn by Dalmia Cement.

Foreign direct investment may require clearances from relevant authorities. These clearances do not fall within the jurisdiction of the CCI.