India

The Competition Act, 2002 (“Competition Act”), as amended by the Competition (Amendment) Act, 2023 (“2023 Amendment Act”), is India’s merger control legislation. The Competition Act, accompanied by the following regulations, government-issued rules and guidance from the Indian competition authority, the Competition Commission of India (CCI), comprise India’s comprehensive merger control legal framework.

The CCI (Combinations) Regulations, 2024 (“Combination Regulations”) set out detailed instructions on the rules around undertaking merger control notification analysis and process for notification and approval.

The Competition (Criteria for Exemption of Combinations) Rules, 2024 (“Exemption Rules”) list out certain categories of transactions that are unlikely to have any appreciable effect on competition (AAEC) and are therefore exempt from CCI notification.

The Competition (Criteria of Combination) Rules, 2024 (“GC Rules”) enable parties to file and receive approvals for transactions lacking overlaps between the parties or their groups.

The Competition (Minimum Value of Assets or Turnover) Rules, 2024 (“De Minimis Rules”) exempt from notification, certain acquisitions, mergers or amalgamations where the target or merging business have assets less than INR 4.5 billion (~USD 51 million) or turnover less than INR 12.5 billion (~USD 142 million), in India

Frequently asked questions (FAQs)

The CCI has also published FAQs on key aspects of Indian merger control.

The Indian merger control regime is both mandatory and suspensory. The notifiable transactions that are either not notified to the CCI or are consummated (part or whole) before receiving CCI approval are liable for (gun-jumping) penalties.

The CCI is a statutory and quasi-judicial regulator under the administrative control of the Ministry of Corporate Affairs (MCA), Government of India. It is the primary authority for merger control in India and has exclusive power to approve, conditionally approve, or reject notified transactions. For detailed (Phase II) investigations, the CCI is assisted by its investigative arm, the Director General (DG), who conducts inquiries and reports back to the CCI. CCI orders can be appealed before the National Company Law Appellate Tribunal and subsequently the Supreme Court of India, both of which exercise appellate and not primary jurisdiction.

Yes. Certain sectors do have sector-specific regulatory authorities, such as telecom, electricity, aviation, insurance, banking, for which separate approvals for mergers and acquisitions within these sectors may be needed. But India’s merger control regime is sector agnostic, subject to the limited exceptions detailed below.

The Competition Act offers a limited exemption to share subscriptions, financing facilities or acquisitions by a public financial institution, foreign portfolio investor, bank or Category I Alternative Investment Funds (AIFs), pursuant to a covenant of a loan agreement or investment agreement from notification to the CCI.

The Competition Act allows the Indian Government to exempt a class of enterprises or practices from its provisions. Currently, reconstitution, transfer (whole or part), and amalgamation of nationalised banks are exempt from notification requirements. The MCA, via a 30 August 2017 notification, granted this exemption for 10 years, valid until 2027. India also has a foreign direct investment (FDI) screening regime administered by the Department for Promotion of Industry and Internal Trade (DPIIT) under the Indian Central Government and the Reserve Bank of India, which applies in addition to merger control for transactions involving foreign investors in specified sectors.

No. India’s merger control regime, as described above, is a standalone, comprehensive legal framework that applies at the national level, with no sub-national/state-level distinctions.

Yes. The CCI is empowered to, and has, executed memoranda of understanding (MoUs) with antitrust regulators in other jurisdictions, such as the EU, United States, Australia, Canada and the BRICS nations, although the MoUs do not expressly cover merger control cooperation and are typically framed in broad terms, covering “competition law enforcement”.

The Competition Act also provides a statutory interface with other regulators allowing the CCI and sector regulators to seek each other’s opinion on overlapping jurisdiction. The CCI has invoked this provision to confer with telecom and banking authorities.

Not at present. In April 2023, India’s merger control regime was amended to introduce significant changes, with the key change being the introduction of a deal value threshold (DVT). Other amendments included revisions to the scope of exempt transactions and definition of Indian turnover, introducing a limited derogation from standstill obligations for certain acquisitions involving listed entities, amending the scope of Indian “turnover” and “control”.

Any acquisition of control (shares, voting rights, or assets, as well as mergers and amalgamations of enterprises) that meet the prescribed thresholds for assets, turnover, or DVT — together, “jurisdictional thresholds” — and do not qualify for any exemptions available under the Competition Act (read with applicable rules and regulations) must be notified to the CCI. In other words, in addition to acquiring control, any acquisition of shares, assets or voting rights may trigger Indian merger control requirements.

Under the Competition Act, “control” is the ability to exercise material influence over an entity’s management, affairs, or strategic decisions. CCI interprets it broadly to include: influencing day-to-day operations (R&D, manufacturing, marketing, administration); special rights like a board seat or affirmative voting on strategic matters (business plans, budgets, business lines, capital structure, key appointments, charter documents, dividend policy); negative control (blocking special resolutions); joint control; and majority control.

FAQs clarify that rights such as information, tag-along, exit, anti-dilution, or restrictions on share transfers do not ordinarily confer control, and appointing a single board observer does not automatically imply control, though this remains subjective. Refer to the response to Question 3.7, below, for detailed analysis on the acquisition of minority interest and creeping acquisitions.

The test for notification is the “acquisition” of control, assuming certain jurisdictional thresholds are met. There is no carve-out for transitory or temporary control because of which any acquisition of (any degree of) control, however transitory, provided it meets jurisdictional thresholds and doesn’t benefit from an exemption, is notifiable to the CCI.

Transactions or “combinations” that are subject to the CCI’s merger control jurisdiction include mergers/amalgamations and acquisitions of assets, control, voting rights or shares (including minority acquisitions, where they confer “control”/material influence), as well as the formation/acquisition of joint ventures (discussed in the next question).

Asset acquisitions are notifiable and include the acquisition of a business, undertaking, or “going concern” (i.e. a self-standing division/unit/portfolio capable of generating turnover). Exclusive, long-term transfers of key commercial rights (e.g. IP licences) may also be treated as asset acquisitions and assessed for notifiability.

Acqui-hires (hiring a team without acquiring any assets, voting rights or control) do not independently trigger CCI notification. It remains to be seen whether the CCI will extend the concept of de facto “control” to cover acqui-hires on the basis that they effectively confer control over the target’s business.

Instruments that will entitle the holder to voting rights on acquisition (compulsorily convertible debt/preference shares, warrants converting on a predictable event) are notifiable at time of acquisition. Instruments convertible only on an uncertain future event are likely notifiable when the holder elects to convert.

Joint ventures (JVs) are treated as acquisitions of shares, voting rights, or control and assessed for notifiability; there is no special regime. Arrangements without such acquisitions are not notifiable unless “interconnected” with a notifiable transaction; standalone arrangements fall under CCI’s ex post antitrust review.

Greenfield JVs with only capital contributions and no asset transfer are usually not notifiable (de minimis exemption, India nexus unlikely to breach under DVT).

Brownfield JVs transferring assets (including IP or exclusive licences) may need notification if value/turnover meets jurisdictional thresholds. India does not use a full-function JV test; the key question is acquisition of control, joint control, voting rights, shares, or assets meeting thresholds.

The CCI requires all interrelated or “interconnected” steps forming a composite transaction to be notified through a single filing. Where the ultimate effect of a transaction is achieved via a series of interconnected steps, one or more of which qualifies as a combination, the parties must submit a single notice covering all steps (the “Interconnection Rule”). Key indicators: sequential steps, proximity of signing or closing dates, commonality of parties. Transactions need not be mutually interdependent.

Each step of a transaction must be assessed separately for notifiability, but all interconnected steps are filed in a single notification by the relevant notifying party (acquirer in acquisitions; both parties in mergers/amalgamations). Even non-notifiable steps must be included if they are interconnected with a notifiable transaction. Notification is triggered upon execution of binding documents.

If binding documents for a later interconnected step are not yet executed, the step must still be disclosed, though the CCI will approve only executed steps; any later step that is independently notifiable must be filed separately once its binding documents are executed.

Asset and turnover thresholds

There are eight alternative asset or turnover thresholds (collectively referred to as jurisdictional thresholds), and meeting any of these will trigger a CCI notification, unless the transaction benefits from an exemption.

Direct parties test. Parties (direct buyer and target (excluding seller)/merging parties) have:

• combined domestic assets exceeding INR 25 billion (~USD 285 million);
• combined domestic turnover exceeding INR 75 billion (~USD 852 million);
• combined worldwide assets exceeding USD 1.25 billion including domestic assets of at least INR 12.5 billion (~USD 142 million); or
• combined worldwide turnover exceeding USD 3.75 billion including domestic turnover of at least INR 37.5 billion (~USD 426 million); or

Group test. The acquirer “group” to which the target will belong following the transaction has:

• combined domestic assets exceeding INR 100 billion (~USD 1,136 million);
• combined domestic turnover exceeding INR 300 billion (~USD 3,409 million);
• combined worldwide assets exceeding USD 5 billion including domestic assets of at least INR 12.5 billion (~USD 142 million); or
• combined worldwide turnover exceeding USD 15 billion including domestic turnover of at least INR 37.5 billion (~USD 426 million).

DVT

Deal value. A transaction is notifiable where its value exceeds INR 20 billion (~USD 227.4 million) and the target has substantial business operations in India. Transaction value includes all forms of consideration (direct/indirect, cash or otherwise, including deferred). The DVT applies to:

• all qualifying deals, including global transactions;
• signed but not fully closed deals as of 10 September 2024; and
• irrespective of the de minimis exemption, which it overrides.

How to compute deal value. The “value of consideration” includes all forms of direct and indirect consideration (cash or otherwise), including deferred and contingent payments, non-compete covenants, all interconnected transaction steps (including deemed interconnections between the same parties within two years), transitional arrangements payable up to two years post closing, and call options/shares assuming full exercise. Future contingent payments are based on the acquirer’s best board-approved estimates; if no estimate is recorded, the CCI assumes the maximum payable amount. The FAQs (FAQs 34–66) lay down guidelines for computing deal value in specific situations such as share swaps, or “value of consideration”, including: co-investments, call and put options, top-up investments, performance-linked payments, and internal reorganisations.

India nexus test — SBO. The Combination Regulations also set out the computation of the deal value and the manner of determination of substantial business operations (SBO) in India. A transaction having a deal value of at least INR 20 billion (~USD 227.4 million) will require notification to the CCI where the target has SBO in India. The target will be deemed to have SBO in India if:

Digital service providers are deemed to have SBO in India if 10% or more of its annual average business users or end users are located in India. The FAQs clarify that a “digital service” refers to the provision of a service, digital content, or activity via the internet, and an activity may qualify as a digital service even if it is not the enterprise’s primary business; however, mere sale of goods through a website does not itself constitute a digital service, whereas facilitating transactions may qualify, and the classification depends on the nature of the service rather than the delivery channel alone.

Additionally, the jurisdictional thresholds and target exemption (de minimis/small target) thresholds are not revised on a fixed annual cycle but are updated periodically by the MCA through Gazette notifications under the Competition Act, with the most recent revision to the jurisdictional thresholds issued via a notification dated 8 March 2024.

Turnover under the jurisdictional thresholds is computed on the basis of the last available audited consolidated financial statements for the financial year immediately preceding the financial year in which binding transaction documents are executed.

The turnover of the acquirer, acquirer group and the target enterprise are relevant to compute turnover under the jurisdictional thresholds, in the case of an acquisition.

For mergers, all merging parties’ turnover is considered for computing turnover.

For determining “group” turnover, “group” means two or more enterprises where one enterprise is directly or indirectly, in a position to:

• exercise 26% or higher voting rights in the other enterprise;
• appoint more than 50% of the members of the board of directors in the other enterprise; or
• “control” (including the ability to exercise material influence/control) the management or affairs of the other enterprise.

For JVs, each parent group’s turnover is computed independently; if either meets the thresholds, the transaction is notifiable.

Turnover is computed based on audited financial statements, using the accounting rules of the entity’s jurisdiction, provided they do not significantly deviate from standard principles. Sector-specific accounting rules also apply; for example, the CCI’s FAQs provide specific turnover computation guidance for banks and insurance companies.

“Turnover in India” is calculated net of intra-group sales, indirect taxes, and trade discounts, and by excluding export revenue. The CCI’s FAQs clarify that only operating income is to be considered for computing turnover (and not total turnover).

Under Indian merger control, asset value is assessed on a book-value basis, using audited financial statements for the financial year preceding the execution of binding transaction documents (the trigger event), adjusted for depreciation. This includes intangible and commercial rights such as brand value, goodwill, and IP (copyrights, patents, trademarks, designs, and similar rights).

In practice, the CCI relies on the “total assets” line in audited consolidated balance sheets prepared under applicable accounting standards. For asset or business transfers, only the assets and turnover of the specific portion/division/business being transferred are considered, not the entire enterprise.

There are no sector-specific merger control rules in India. However, in fund management deals, the assets and turnover of portfolio companies “controlled” by the funds may be included for threshold calculations, even without a transfer of beneficial ownership.

The rate of conversion of foreign exchange currency into Indian rupees or US dollars is based on the average spot rate of the last six months quoted by the Reserve Bank of India from the date on which the binding transaction documents for the transaction are executed.

Not applicable. A notification to the CCI is triggered on meeting the jurisdictional thresholds described in Question 3.1, above, that are based on objective parameters; namely, turnover, assets, or deal value. Market shares are not relevant for determining whether a notification to the CCI is triggered.

Each of the jurisdictional thresholds incorporate a local nexus test, on the satisfaction of which a notification to the CCI is triggered, provided no exemptions are available:

• both sets of turnover and asset thresholds in the jurisdictional thresholds must satisfy certain domestic revenue and asset thresholds, on a combined, party-specific, or group basis (acquirer and target or merging parties). Jurisdictional thresholds are triggered if anyone, the acquirer or target’s local turnover thresholds are triggered, although its ultimate notification will depend on the availability of the de minimis exemption (as described in Question 3.7, below), presuming DVT is not met; and
• to trigger deal value thresholds, the target must have SBO in India which is a turnover or GMV-based test. In the case of digital services, it is also a user-based test.

There is no exemption for foreign-to-foreign transactions. Where parties in a foreign-to-foreign transaction, directly or through their subsidiaries, meet the jurisdictional thresholds and do not benefit from an exemption, it will need to be notified to the CCI.

Yes. These are described below.

De minimis exemption

The de minimis exemption, extended until 28 March 2027, applies to acquisitions, mergers, and amalgamations where the target’s assets in India do not exceed INR 4.5 billion (~USD 51.2 million) or turnover does not exceed INR 12.5 billion (~USD 142.1 million). Only the assets and turnover of the specific business, division, or portion being transferred are counted, not the entire selling entity. Turnover must be certified by the statutory auditor based on the last audited accounts. The exemption does not apply if the transaction meets the DVT.

Certain financial institutions

These are discussed in response to Question 4.3, below. In addition, the MCA, via a notification on 30 August 2017, exempted reconstitutions, transfers (whole or in part), and amalgamations of nationalised banks under the Banking Companies (Acquisition and Transfer of Undertakings) Acts of 1970 and 1980 from merger control scrutiny for 10 years, until 30 August 2027.

Exempted Combination Rules

These are summarised below and are the transaction-specific exemptions covered in the Exemption Rules.

Ordinary course of business exemption.

• Acquisitions by Securities and Exchange Board of India (SEBI)-registered (or equivalent foreign) underwriters, stockbrokers, and mutual funds are exempt if they do not exceed 25% shareholding (underwriters/stockbrokers) or 10% (mutual funds).
• Fresh acquisitions of up to 25% shares/voting rights solely as an investment are exempt if the acquirer does not obtain: board/observer appointment rights; access to commercially sensitive information (CSI); or control over target.
• Where the acquirer (or its group) and target have horizontal, vertical, or complementary overlaps, a minority acquisition is notifiable if: shareholding/voting rights exceed 10%; or are below 10% but accompanied by board/observer rights, CSI access, or control.

Incremental acquisitions under 25%. Acquisition of shares/voting rights where the acquirer (or group) holds below 25% pre and post acquisition are notifiable if the acquisition grants, for the first time:

• control over the target’s business;
• right/ability to appoint a director or observer; or
• access to CSI.

If there are horizontal, vertical, or complementary overlaps, the transaction is exempt if:

• incremental holding is under 5%;
• total holding stays under 10%; and
• no first-time director/observer rights, CSI access, or control rights are gained.

Incremental acquisition resulting in <25% but <50%. An acquisition of shares/voting rights where the acquirer (or group) already holds 25% or more, but will remain below 50% post acquisition, is exempt from notification, provided there is no change in control in the target.

Incremental acquisition resulting in >50%. An acquisition of shares/voting rights is exempt from notification where the acquirer group already holds, or will hold, more than 50% of the target’s shares/voting rights post acquisition, provided there is no change in control of the target.

Asset acquisitions. Asset acquisitions in the ordinary course of business are exempt if they involve only current assets (stock, raw materials, receivables) or are purely investment related, provided they are not part of the target’s substantial business operations and do not give the acquirer control. Intragroup transactions are also exempt if control over the assets or business activities does not change.

Further exemptions include:

• Demergers where the shareholding held in the transferee company is (post the demerger) mirrored in the resultant company.
• Acquisition of shares pursuant to bonus issue/stock splits/consolidation of face value of shares not leading to a change in control.
• Buy-back of shares or subscription to rights issue of shares, not leading to a change in control.
• Acquisitions by a purchaser approved for implementing divestiture remedies are exempt notification requirements.

Yes. Under the Competition Act, the CCI may inquire into a transaction if it has reason to believe that a notifiable transaction has not been notified to it. Where the CCI suspects a non-notified notifiable transaction, it issues probe letters seeking information to assess notifiability. The CCI has the power, after giving parties an opportunity to be heard, to impose penalties (please refer to Question 7.1, below, for details) and to pass appropriate remedial orders, including directing modifications or post facto remedies and blocking or unwinding the transaction in appropriate cases.

In practice, while the CCI has inquired into transactions that were not notified to it, and directed that such notices be filed, even if consummated, it has not passed any direction to unwind or direct remedies. It has, however, imposed penalties for failing to notify notifiable transactions, details of which are in Question 7.1, below.

No, the CCI does not have the authority to review under its merger control jurisdiction, transactions that do not meet the jurisdictional thresholds or benefit from an exemption. The CCI will need to rely on its ex post antitrust provisions to review conduct arising from a transaction.

Statutorily, the CCI is empowered to inquire into notifiable transactions that were not notified to it, within one year from the date on which the transaction has been consummated. In practice, the CCI has taken the view that it has the ability to “inquire” into transactions even after one year from its consummation, and on review, even penalise parties for non-notification, but cannot direct the parties to notify the transaction, on the expiry of the one-year period. Accordingly, after one year from consummation, the CCI cannot substantively review the deal or direct any remedies. This position has been affirmed by the Supreme Court in Amazon v. CCI (2026).

In the ordinary course of review, CCI has an outer limit of 150 calendar days to review a notifiable transaction. This review period comprises two stages — Phase I and Phase II reviews — that are detailed in Question 4.12, below.

Notification is voluntary only for non-notifiable transactions. No formal advisory opinion mechanism.

Yes. If a transaction meets any of the jurisdictional thresholds, it is mandatory to notify the CCI, unless any exemption is available. Exemption involving nationalised banks is discussed in Question 3.7, above.

Yes, Indian merger control is suspensory, meaning notifiable transactions cannot be consummated fully or partially until CCI approval or the expiry of the statutory review period (deemed approval). The CCI strictly enforces standstill obligations, especially in competitor-to-competitor deals. Violations such as part-payment of consideration, premature information exchange, or completion of interconnected transaction steps have attracted gun-jumping penalties (e.g. Hindustan Colas/Shell India, Adani Green Energy/SB Energy, SCM Soilfert/Deepak Fertilisers). Statutory exemptions are detailed in Question 4.3, below.

There is no formal statutory mechanism for the CCI to waive the standstill obligation, apart from the carve-outs that have been statutorily provided for, described below.

Statutory carve out for share subscriptions from notification to the CCI

The share subscription, financing facility, or any acquisition by a public financial institution, foreign institutional investor, bank or Category I AIF, which is pursuant to any covenant of a loan agreement or investment agreement are exempt from notification altogether, and therefore no standstill obligations apply to these.

Green Channel filings

Transactions with no horizontal, vertical, or complementary overlaps may be filed under the Green Channel Regime and are deemed approved on acknowledgement. Revocable if eligibility is subsequently disputed (“GC Regime”). Green Channel is an automatic system of approval for certain mergers, amalgamations, and acquisitions (combinations). The CCI has notified the GC Rules, which codify the criteria for transactions that can qualify for notification under the Green Channel route. These combinations are perceived as unlikely to cause AAEC in India and are therefore “deemed” approved on filing itself (upon the receipt of acknowledgement from the CCI); that is, without any waiting period.

Stock exchange acquisitions

The Competition Act exempts certain open-market purchases on regulated stock exchanges from the standstill obligation, provided the transaction is notified to the CCI within 30 days of the first acquisition. Exemption conditions are:

• the acquirer only receives economic benefits (dividends, distributions, rights issues, bonus shares, stock splits, or buy-backs);
• voting rights are exercised only on liquidation or insolvency matters until the CCI approval; and
• the acquirer, its group, or affiliates do not directly or indirectly influence the target or its affiliates.

The CCI has subsequently clarified that acquisitions undertaken as “block deals” and “bulk deals” through a stock exchange benefit from the derogation from standstill obligations, but preferential allotments will not.

For acquisitions, the acquirer alone is responsible for filing. In mergers or amalgamations, all merging parties are responsible. For a JV, the JV’s business/assets are treated as the “target”, and the parent acquiring shares, voting rights, or control is the “acquirer”. If the parent contributes assets, the JV must also file to the extent it acquires assets. Sellers do not file, except to provide relevant target information.

Yes. A short-form filing (Form I) commands a filing fee of INR 3 million (~USD 0.3 million). Long-form filings (Form II) are needed where parties have a combined market share of more than 15% in any horizontal market or more than 25% in any vertically linked market. The filing fee for a notification under the GC Regime is the same as that for a Form I filing.

The filing fee for a long form filing is INR 9 million (~USD 0.9 million).

The person(s) filing the notice must pay the fees, and in the case of a joint filing, the fee shall be payable jointly/severally by the parties.

For a filing to be accepted, the full fee must be paid in advance. Fees are updated via amendments to the Combination Regulations from time to time, not annually: the Form I fee was revised from INR 2 million to 3 million (~USD 0.3M) and Form II from INR 6.5 million to 9 million (~USD 0.9M) in October 2024.

A notifiable transaction can be notified to the CCI only upon the execution of binding, definitive transaction documents. The type of document varies depending on whether it is an acquisition, hostile takeover, open offer, or merger and amalgamation.

• Acquisitions. Execution of a binding document or any other agreement.
• Mergers. Approval of the merger proposal by the board of directors.
• Hostile takeovers. Public announcement of the offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Code”).
• Open offers. As provided in Question 4.3, above.

There is no statutory filing deadline, except for open-market acquisitions, which must be notified to the CCI within 30 calendar days of acquiring shares or convertible securities. In all other cases, filing can occur any time after executing binding transaction documents but before taking any steps toward consummating the transaction.

Yes. There are prescribed notification forms: Form I (short form) and Form II (long form) (www.cci.gov.in/combination/combination/filing-of-combination-notice/form).

Key details in Form I include:

• Basic information. Party names, addresses, and contact details.
• Financial information. Assets and turnover in India and worldwide, and deal value.
• Description of the combination. Scope, structure, steps, timelines, rights acquired, transaction value, foreign investment, filings in other jurisdictions, and rationale.
• Activities of the parties. Details of entities and trademarks/brand names in India, overview of businesses, and list of products/services.
• Competitive assessment. Identify overlaps and relevant markets. Provide market size (sales and volume), market shares (value and volume), key competitors, customers, and suppliers. Market details for the past three years if combined market share >10%; one year if <10%.

Form II additionally requires (beyond Form I):

• information on concentration indices (HHI, CR4), product differentiation, switching costs, market disruptions, import constraints, and so on;
• market details for the past five years, including top suppliers and customers (volume and value of sales/purchases) and the parties’ market shares with underlying market size assumptions/sources; and
• a fuller competitive assessment, covering the nature and extent of competition, product differentiation, switching costs, and market disruptions, as well as the role of imports as a competitive constraint.

Notification requires submission of internal deal documents reviewed by board/senior management (board decks, investment committee papers, strategy/valuation materials, due diligence, synergy/efficiency analysis, and internal market/competition assessments), along with standard documents like financials, transaction papers, shareholding charts, and market studies.

In a Green Channel filing, a Form I is filed without market details, plus a declaration confirming no overlaps and no AAEC.

Notifications to the CCI must be filed in English. Filings need to be submitted electronically and physically at the CCI’s registry. Confidentiality affidavits must be notarised and, where relevant, apostilled/consulars, depending on the place of execution. Where key documents are not in English, parties typically provide an English translation (often a business translation rather than a formal certified translation unless specifically requested). Additional ancillary documents such as execution of formal declarations, authorisations in favour of filing counsel and Powers of Attorney (POAs) in favour of the signing authority do not need to be notarised, but original copies need to accompany the physical filing (and must be signed with a blue-inked pen).

Yes. Please refer to Green Channel filing procedure in Question 4.3, above.

Pre-filing consultation (PFC) is voluntarily invoked by parties; though not mandatory is a common practice. It is used to clarify exemption applicability, relevant market issues, or review draft notifications, especially for Green Channel filings.

To request a PFC, parties email the CCI with transaction details (parties, structure, markets, overlaps, and queries); draft filings may be included. The CCI typically schedules it within 10 to 12 business days (no fixed timeline), and it may be in person or virtual, attended by counsel and representatives. Feedback is oral, non-binding, and acknowledged via undertaking. PFCs are confidential and closed door, with no formal record of outcomes.

Overview of the review timelines

Following the 2023 Amendment Act, the merger review timelines have been revised, prescribing overall shorter timelines to the CCI to review the transactions, although these are subject to several clock stops.

Phase I review

The preliminary review period is 30 calendar days (reduced from 30 working days). If the CCI does not reach a preliminary view within this period (Phase I), the transaction is deemed approved. The 30-day clock starts after parties respond to the CCI’s initial “defects” notice (highlighting missing information or clarification in the filing), which must be issued within 10 working days of filing. Time taken by parties to respond to any subsequent information requests is also excluded from the 30-day computation.

Deemed approval under the GC Regime

Please refer to Question 4.3, above.

Phase II

If the CCI preliminary finds that the transaction raises an AAEC, it will issue a show cause notice to parties directing them to “show cause” why a Phase II investigation ought not to be initiated. Parties have 15 calendar days to respond to the notice. If the CCI remains of the view that the transaction risks raising an AAEC, it will initiate a Phase II review, which entails the CCI inviting public comments/objections, and (where the CCI sets out specific concerns) issuance of a Statement of Objections (SO) to which the parties must respond within 25 calendar days and may propose modifications/remedies.

Remedies

Please refer to Question 5.4, below.

Under the 2023 Amendment Act and Combination Regulations, review timelines are now in calendar days, unaffected by holidays, though filings can only be made on working days. For computation of 30-day review period, please refer to Question 4.12, above.

Notifiable transactions filed in Form I with no substantive concerns are typically cleared in five to six weeks, including clock stops. Pre-filing consultations are usually not needed unless seeking CCI input on novel market definitions or Green Channel filings. Notifications can be prepared before execution of definitive documents and filed promptly once executed.

For moderately complex deals in Form II, pre-filing consultations on market definitions are useful. Form II notifications often involve multiple information requests or remedy discussions, with clearance taking four to six months if not escalated to Phase II.

Public offers in India are regulated by the Takeover Code. There is no fixed statutory deadline for filing the notification. However, in the case of an open offer, the acquirer can benefit from a limited derogation from the standstill obligation as discussed in Question 4.3, above.

The CCI can seek third-party participation in both Phases I and II of reviewing a notifiable transaction.

Phase I

As parties need to provide details, including contact details, of competitors, customers and suppliers in each relevant market, the CCI can invite any third party to respond to specific questions, by way of issuing them a request for information (RFI). Where CCI seeks views from third parties on the transaction, such time is excluded from the 30-day review period.

Phase II

After initiation of a Phase II investigation, the CCI directs parties to publish details of the combination and invites written objections from the public within the prescribed timeline. The Combination Regulations do not describe a separate, formal “market testing” step where proposed remedies/commitments are published for third-party comments. Details of the transactions are published for comment by third parties, and their feedback can inform the CCI’s view on remedies on a case-by-case basis. The remedies themselves are not market tested. Any third party affected by the transaction has to file written objections to the CCI within 10 working days from the date on which details of the transaction were published.

The CCI can seek information through formal requests for information. Its information requests are unfettered and can include the disclosure of internal documents, beyond the details in the statutory “form filing” if it has reason to do so. When responding, parties can request confidential treatment. CCI follows a self-certification regime for parties to claim confidentiality over information on which confidentiality is proposed to be sought by the parties. For this, parties need to file an affidavit with the CCI, which would certify that:

• the information (on which confidentiality sought) is not available in the public domain;
• such information is known only to limited employees, suppliers, distributors and others involved in the party’s business;
• adequate measures have been taken by the party to guard the secrecy of such information; and
• such information cannot be acquired or duplicated by others.

If the CCI needs information claimed as confidential for its detailed approval order, it requests a waiver from the parties. If refused, the CCI issues: a confidential version for the parties; and a public version with confidential information redacted, published online. In rare cases, the CCI may publish confidential information with prior consent or if required by law, but this power is rarely used.

The CCI is statutorily obliged to maintain confidentiality over information furnished during merger review. Under the Competition Act, the CCI may disclose information claimed as confidential only with the enterprise’s prior written permission or where disclosure is required for the purposes of the Competition Act or any other law for the time being in force.

Third-party access/inspection

Third parties may access non-confidential documents during CCI proceedings if they show sufficient cause, but access is discretionary and not common. Confidential information is never disclosed to third parties even through the CCI’s information-gathering process (including in response to third-party RFIs). As confidentiality claims are made on affidavit, incorrect declarations may also attract risk of perjury.

The CCI reviews transactions to assess whether they cause or are likely to cause an AAEC in relevant market. Factors include market shares, entry barriers, countervailing power, imports, price/margin effects, substitutes, vertical integration, removal of competitors, failing firms, and so on.

• For full mergers/acquisitions, the CCI usually focuses on unilateral effects, for example, in Google/Jio Platforms Limited, where concerns included potential access to sensitive data.
• For minority/partial acquisitions, it may examine coordinated effects or information-sharing risks, for example, in Canary Investment/Link Investment, highlighting firewalls and restrictions on CSI sharing.

While sector-neutral, transactions in strategically sensitive sectors (digital, healthcare, pharmaceuticals) often face closer scrutiny.

The CCI considers pro-competitive factors such as innovation, relative advantages, contributions to economic development, and overall benefits of the combination when evaluating a transaction. However, efficiency arguments alone rarely overcome the findings of AAEC. While the CCI has acknowledged efficiency claims in some cases (e.g. DLF Utilities/PVR Limited), it has not cleared a transaction solely based on efficiencies.

The CCI typically raises initial concerns during PFC, followed by RFIs and follow-up meetings. If concerns persist, a show cause notice (SCN) is issued, to which parties must respond within 15 calendar days; if unresolved, the matter proceeds to Phase II.

In Phase II, after issuance of an SCN, parties again have 15 calendar days to respond and may also propose remedies/modifications. The CCI may share non-confidential third-party submissions it relies on, and parties may respond to them.

Both the CCI and transacting parties have the ability to propose remedies. Stages during which remedies can be proposed are set out below.

During the Phase I review

The parties or the CCI may propose modifications during the CCI’s review of the notified transaction. Prior to the CCI framing its opinion on whether the transaction in question is likely to cause an AAEC, the parties may offer voluntary modifications as remedies in order to mitigate any potential AAEC emanating from the transaction.

In response to an SCN (Phase I review)

The parties can propose modifications as part of their response to the SCN within 15 calendar days of receiving the SCN.

During Phase II review

After the receipt of the response to the SCN, and objections to the combination in the public notice (including receipt of DG Report if ordered by the CCI), the CCI may issue an SO identifying AAEC on competition and direct parties to respond within 25 calendar days of receipt as to why the combination should be allowed to take effect. Parties can offer their remedies in response to the SO along with suitable explanations. If the CCI is not satisfied with the modifications, it will, within seven calendar days of the date of receipt of the response, communicate why the modifications are not sufficient to eliminate AAEC and call upon the parties to offer revised modifications within 12 calendar days. At this stage, instead of asking the parties to offer revised modifications, the CCI can also suo moto propose modifications.

The CCI can, and has, imposed structural, behavioural, as well as hybrid remedy packages depending on the nature of the competition concern. In its initial years, the CCI was largely inclined towards structural remedies with significant business divestitures. For example, in Holcim/Lafarge, Sun Pharma/Ranbaxy, PVR/DT Cinemas, and UltraTech/Jaypee Cement, the CCI required divestments of overlapping businesses/assets to address competition concerns.

Over time, the CCI’s decisional practice has evolved to include hybrid remedy packages combining structural divestments with behavioural or operational commitments, as seen in Linde/Praxair, Dow/DuPont, and Bayer/Monsanto.

In some cases, the CCI has accepted primarily behavioural remedies, such as Bharat Forge/AAM India and Schneider Electric/L&T E&A. The CCI has also accepted operational commitments in certain cases such as Air India/Vistara.

A transaction cannot be completed until the CCI issues its approval order, with or without modifications. If remedies are imposed, the order sets timelines for compliance. Structural remedies, like divestitures, are usually completed after closing within the stipulated period. The CCI monitors compliance via periodic reports and may appoint monitoring agencies. Non-compliance can attract penalties, and the CCI retains the power to take further action.

As the CCI takes several weeks to issue a detailed approval order, it typically communicates immediate approval via a letter to the parties, a public announcement, and posts on its official “X” handle. This is followed by the detailed order, uploaded on the CCI website (www.cci.gov.in), usually with confidential information redacted. All combination orders are publicly available and searchable.

Clearance decisions take immediate effect upon issuance. Parties are able to proceed towards implementing the transaction, subject to completing other conditions precedents, on receipt of the letter issued by the CCI communicating its approval (as described above), rather than waiting for the formal approval order that could take several weeks from the date of approval to be issued.

Not expressly. Although parties to a transaction are required to file all related transaction documents, which will typically include ancillary restraints (such as non-compete or non-solicitation provisions), the CCI will not expressly record its review or approval of them.

In July 2017, the CCI issued guidance on non-competes (scope, geography, products/services, duration) as necessary to a transaction and required disclosure, but this was withdrawn in December 2020. Since then, such restraints are not reviewed/approved as part of merger control, though they may still be assessed under general antitrust law. In practice, previously accepted standards are unlikely to raise concerns, and the CCI has not publicly challenged such clauses since withdrawal.

Yes. CCI clearance decisions can be appealed before the National Company Law Appellate Tribunal (NCLAT) by any “aggrieved” party (government, authority, enterprise, or any person), with no strict locus standi requirement.

Appeals must be filed within 60 days of the CCI order, and further appeal lies to the Supreme Court of India within 60 days of the NCLAT decision. So far, no CCI clearance has been successfully overturned. Appeals review whether the CCI’s assessment is reasoned and supported by the record, rather than doing the competition analysis afresh.

Penalties

The CCI can impose civil penalties for failure to notify a transaction, up to 1% of turnover/assets or the transaction value, whichever is higher. The Competition Commission of India (Determination of Monetary Penalty) Guidelines, 2024 (“Penalty Guidelines”) consider factors like consummation without notice, standstill breaches, failure to provide information, voluntary notification, parties’ conduct, and case-specific circumstances.

The CCI routinely enforces gun-jumping provisions, with penalties over the last five years ranging from INR 0.4 million (~USD 4,545) to INR 10 million (~USD 113,636), and a notable but anomalistic INR 2 billion (~USD 22.73 million) penalty on Amazon which has since been set aside by the Supreme Court. Enforcement also covers foreign-to-foreign transactions meeting the India nexus.

Direction to file

In addition to the fines above, the CCI typically directs parties to file, in the longer Form II if it so directs, notifiable transactions that were not notified to it, even if the transaction has since been consummated.

Remedies/unwinding orders

On review, where the CCI finds such transactions resulted in an AAEC, the CCI can direct that such transactions be unwound or impose remedies, although this power has not yet been exercised by the CCI.

Absent approval, notifiable transactions are void

Notifiable transactions that have been consummated without CCI approval, are considered void under the Competition Act.

Failure to deposit penalty

Repeated failure to pay the penalty may lead to additional fines of up to INR 250 million (~USD 2.84 million) and/or imprisonment of up to three years, which is the only case where individual fines may be contemplated.

Yes. The CCI routinely penalises “gun-jumping”, where a notifiable transaction is implemented, wholly or partly, before CCI approval. Only internal preparatory steps are allowed before clearance. Penalties mirror those for failure to notify. Unintentional gun-jumping does not exempt parties from penalties, which fall on the notifying entity (i.e. acquirers for acquisitions and all merging parties for mergers).

Foreign-to-foreign transactions are not exempt from CCI review and can incur gun-jumping penalties if notifiable in India. In SABIC/Clariant, the CCI fined USD 48,125 (INR 4 million), rejecting jurisdictional claims, noting that a 24.99% stake with board nomination rights showed intent to participate in management. In another SABIC/Clariant deal, a USD 6,016 (INR 500,000) penalty was imposed for an on-market share acquisition via escrow, even though both parties were non-Indian before the Competition Act allowed standstill exemptions for on-market purchases.

The CCI held in Adani Green/SB Energy and Tata Power Renewables, that interim rights enabling operational influence and information access constituted gun-jumping due to CSI and coordination risks. Decisions like LT Foods, Bharti Airtel, and Hindustan Colas further show that early control, risk transfer, or pre-approval payments can amount to partial consummation and attract penalties.

Sanctions are civil (no criminal liability), and transactions implemented without approval may be treated as void. The CCI also actively detects unreported deals via public sources and probe letters.

Yes. If a party provides false information or omits a material fact in a notice or related submissions, the CCI can impose civil penalties up to INR 50 million (~USD 5 million) or take other actions it deems fit.

In acquisitions, the acquirer is liable even if the incorrect information concerns the target; in mergers/amalgamations, both parties are jointly liable. Penalties are determined per the Penalty Guidelines.

While the statute could potentially cover individuals, individual penalties are not pursued in merger control matters. Penalties for misleading or incomplete filings are civil, not criminal, though separate enforcement (including imprisonment) may arise for non-payment.