India’s Merger Control Regime Overhauled

The Ministry of Corporate Affairs, Government of India and the Competition Commission of India (CCI) have notified certain provisions of the Competition (Amendment) Act, 2023, on merger control along with related Rules and Regulations. A few notified provisions pertain to:

  1. the amendments related to regulation of combinations and providing a ‘deal-value threshold’ with respect to the combinations i.e., the transactions where: (a) the value is in excess of INR 20 billion (approx. USD 240 million); and (b) the target meets the specified criteria of “substantial business operations in India” – the target based exemption would be inapplicable to such transactions;
  1. the exemption regarding an open offer or an acquisition of shares or securities convertible into other securities from various sellers, through a series of transactions on a regulated stock exchange;
  1. reduction in merger review timelines by the CCI; and
  1. the power of CCI to impose a penalty for non-furnishing of information on combinations, which may be 1% (one percent) of the total turnover or assets or the deal value.

Following related Rules and Regulations have also been notified: 

  1. The Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations): These regulations set-out the statutory procedure pertaining to, amongst others, notification, regulation and approval of combinations in India.
  1. The Competition (Criteria for Exemption of Combinations) Rules, 2024: These rules set-out the categories of combinations which, upon fulfilling the specified criteria, shall be exempted from the requirement of certain statutory compliances.
  1. The Competition (Minimum Value of Assets or Turnover) Rules, 2024: These rules provide that the value of the assets shall be INR 4.50 billion (approx. USD 54 million) and of the turnover shall be INR 12.50 billion (approx. USD 150 million), for the application of certain statutory provisions pertaining to combinations.
  1. The Competition (Criteria of Combination) Rules, 2024: These rules set-out the categories of combinations which, upon fulfilling the specified criteria, are required to comply with certain statutory provisions pertaining to notification of combinations.

These new/ amended provisions would apply to all the relevant transactions effective from 10 September 2024 (Effective Date). Also, the Combinations Regulations clarify that, as on the Effective Date:

  • the transactions, which have been closed prior to the Effective Date, do not need to be notified;
  • the transactions, which have been signed but not closed, will need to be notified; and
  • in the case of inter-connected transactions, which may have been partly closed and partly pending, such partly pending transactions will need to be notified.

The relevant notifications may be accessed at: