Last verified: 8 June 2026
On 27 May 2026, the Supreme Court of India wiped out a penalty of Rs 202 crore. It was the largest combination penalty in the country’s history, and the Competition Commission of India had imposed it on a global e-commerce acquirer over a deal it had structured in an Indian retail group back in 2019.
CCI merger control rarely makes front-page news. This did. And the reason it mattered had almost nothing to do with the deal itself and everything to do with the machinery around it: how the transaction was notified, what was disclosed, and how far a regulator can go after it has already said yes.
Here is the sequence that got everyone’s attention. The Commission had cleared the acquisition in November 2019. Then, in December 2021, it turned around, suspended its own approval, and imposed Rs 200 crore for allegedly suppressing material facts under Section 44 of the Competition Act, plus another Rs 2 crore under a separate provision. The acquirer fought it all the way up. The Supreme Court’s answer in May 2026 was narrow but powerful: the Commission had no statutory power to keep an already-granted approval in abeyance or to force a fresh long-form filing once the limitation period had run. The Court did not bless the acquirer’s conduct or hold that it had been fully transparent. It held that the regulator had overreached.
That distinction matters, and we’ll come back to it. Because a Section 44 disclosure failure and a Section 43A “gun-jumping” breach are not the same animal, even though both can cost a company crores.
Step back, and the timing is striking. India’s merger-control rulebook had just been rebuilt. On 10 September 2024, the country gained a new tripwire, the Deal Value Threshold, alongside the CCI (Combinations) Regulations, 2024, a shorter 150-day review clock, and a codified “material influence” test for control. In 2025, the first full year of the new regime, the Commission cleared 132 combinations. Only about 20 of them, roughly 15 per cent, went through the green channel. The numbers tell you the regime is biting and that dealmakers are still recalibrating.
So who actually needs this? A transactional associate is trying to work out whether a deal even needs filing. An in-house counsel mapping of which regulators sit in the critical path. A company secretary studying competition compliance for the first time. A student on a corporate law elective who keeps hearing “CCI approval” without quite knowing when it kicks in. If that’s you, this guide walks the whole route: what counts as a combination, every notification threshold, how the Deal Value Threshold and the “substantial business operations” test work, the green channel and its traps, Form I versus Form II, the timelines, gun-jumping penalties, and where the law is heading after the Supreme Court’s 2026 intervention.
Start with the question every deal team asks first: Is this transaction even notifiable to the CCI?
CCI merger control is the regulation of “combinations”, large mergers, amalgamations and acquisitions, under Sections 5 and 6 of the Competition Act, 2002. A combination that crosses the asset, turnover or Rs 2,000 crore deal-value thresholds must be notified to the Competition Commission of India, and it cannot be completed until the Commission approves it.
That is the headline. The detail is where deals are won and lost, so let’s take it section by section.
What is a “combination” under the Competition Act, 2002?
People in deal rooms use “merger” loosely. The Competition Act does not. Under the Act, the word that triggers regulation is “combination”, and getting the definition right is the difference between a clean closing and a penalty notice. Why does this matter so early? Because if a transaction is a notifiable combination, almost everything else, the standstill, the forms, the fees, and the timeline, follows automatically.
A combination is not reviewed because it is large. It is reviewed because a large change of control or assets can hurt competition. The Commission’s job is to clear deals that don’t, and to fix or block the few that do. That framing, prevention before harm rather than punishment after, is what separates merger control from the abuse-of-dominance side of the same Act. (For the conduct side, see our explainer on abuse of dominant position under the Competition Act.)
This is also the piece that sits inside every M&A transaction in the country. If you want the full deal lifecycle around it, our complete guide to mergers and acquisitions in India maps where competition clearance fits among the other approvals.
How Section 5 defines a combination
Section 5 of the Competition Act, 2002 defines a combination by reference to four ideas: an acquisition of shares, an acquisition of voting rights, an acquisition of control or assets, and a merger or amalgamation, where the parties cross prescribed asset or turnover thresholds. The thresholds are the gate. Cross them, and the transaction is presumptively a combination. Stay under them, and, subject to the Deal Value Threshold we’ll come to, it usually isn’t.
Section 6 of the Competition Act, 2002 does the operative work. It prohibits any combination that causes or is likely to cause an appreciable adverse effect on competition (the statute’s phrase, often shortened to AAEC), and it builds the suspensory regime: notify the Commission, then wait for approval before closing. The suspensory part is easy to miss and expensive to get wrong.
In practice, the four limbs blur. A single share-purchase agreement can be an acquisition of shares, of voting rights and of control all at once. What experienced practitioners watch is the control limb, because that’s where the analysis gets subtle.
What “control” means and the new “material influence” standard
Here’s the thing about control: it was never just 51 per cent. Indian competition law has long treated control as the ability to direct affairs, not merely a majority shareholding. The 2002 Act inherited a competition mandate that traces back to the repeal of the old MRTP regime, and the suspensory combination rules only went live in June 2011. The 2023 Amendment then sharpened the test by codifying “material influence” as the lowest rung of control.
What does that mean on the ground? A minority stake, a board seat, a veto over the budget, or access to commercially sensitive information can each amount to material influence, even without a controlling shareholding. So, does a single board or observer seat count as control? It can, depending on the rights that come with it. The line between material influence, de facto control and de jure control is now squarely a competition-law question, not just a corporate one.
The practical reality is that this pulls a lot of private-equity and strategic-minority deals into the net that earlier analyses waved through. If you’re structuring a 20 per cent stake with negative covenants, assume material influence is in play until you’ve tested it.
Combination, amalgamation, acquisition: how the Act treats each
A common question is whether “combination”, “amalgamation” and “acquisition” mean different things here. They do, and they don’t. An amalgamation (two companies fusing into one) and an acquisition (one taking control of another) are both routes to a combination if the thresholds are crossed. The Companies Act governs how the merger or acquisition is executed; the Competition Act governs whether it needs clearance first. If you want the corporate-law taxonomy, our overview of the different types of mergers in India sets it out. For CCI purposes, though, the label barely matters. What matters is control, thresholds and effect on competition.
The first real test is arithmetic. A transaction needs CCI clearance only if the parties cross the jurisdictional thresholds in Section 5, measured by assets or turnover, at either the enterprise level or the wider group level. Miss the thresholds, the Deal Value Threshold aside, you typically don’t file at all. Cross them, and you’re in the regime, whatever the commercial rationale.
Why two levels? Because a small target bought by a giant can still reshape a market, the law tests both the immediate parties and the acquirer’s whole group. The figures below were revised on 7 March 2024, when the Ministry of Corporate Affairs raised them by roughly 150 per cent to reflect three decades of inflation and growth.
Enterprise-level thresholds
At the enterprise level (the acquirer and target together), a combination is notifiable if, in India, their combined assets exceed Rs 2,500 crore or their combined turnover exceeds Rs 7,500 crore. The worldwide leg, for deals with an India nexus, is higher: combined assets above USD 1.25 billion (including at least Rs 1,250 crore in India) or turnover above USD 3.75 billion (including at least Rs 3,750 crore in India).
Here’s the threshold matrix at a glance.
| Level | India assets | India turnover | Worldwide assets (incl. India) | Worldwide turnover (incl. India) |
|---|---|---|---|---|
| Enterprise | > Rs 2,500 crore | > Rs 7,500 crore | > USD 1.25 bn (incl. Rs 1,250 cr) | > USD 3.75 bn (incl. Rs 3,750 cr) |
| Group | > Rs 10,000 crore | > Rs 30,000 crore | > USD 5 bn (incl. Rs 1,250 cr) | > USD 15 bn (incl. Rs 3,750 cr) |
Group-level thresholds
If the enterprise-level numbers aren’t crossed, the analysis moves up to the “group”. A group, broadly, is the acquirer plus the entities it controls or that control it. At the group level, the India thresholds are assets above Rs 10,000 crore or turnover above Rs 30,000 crore, with correspondingly higher worldwide figures. Worth flagging: a financially modest target can still drag a deal into notification simply because the acquirer’s group is large.
Why did the numbers jump in March 2024?
The 7 March 2024 revision wasn’t cosmetic. By lifting the thresholds about 150 per cent, the government carved a swathe of mid-market deals out of the filing net, while simultaneously bringing high-value, low-asset digital deals back in through the Deal Value Threshold. Read together, the two changes redistribute who has to file rather than simply easing the burden.
Foreign-to-foreign deals
Do two foreign companies merging abroad need Indian clearance? They can. If the combined entity crosses the thresholds and has the requisite India nexus, an offshore-to-offshore transaction is notifiable here, the same way EU or US merger control reaches deals done elsewhere. The mistake we see most often is assuming “the deal isn’t Indian, so the CCI isn’t involved”. Test the India turnover and asset figures before you make that call.
The Deal Value Threshold: the Rs 2,000 crore tripwire
What the DVT is and why it exists
For two decades, a deal escaped CCI review if it stayed under the asset and turnover thresholds, however strategically significant it was. That gap is exactly how a string of global “killer acquisitions”, buying a fast-growing startup with huge value but tiny revenue, slipped past competition authorities worldwide. India closed the gap on 10 September 2024.
The Deal Value Threshold (DVT) is the fix. A transaction valued above Rs 2,000 crore (Rs 20 billion) is notifiable, regardless of asset or turnover figures, provided the target has “substantial business operations in India”. It is a value-of-transaction test, and it puts India alongside Germany, Austria, the United States and South Korea, which use similar deal-size triggers.
What counts as “deal value”
This is where buyers get caught. “Deal value” is broad. It captures every form of consideration: cash, shares, and indirect or deferred payments. It includes amounts paid for non-compete covenants, for technology or intellectual-property licensing, and for interconnected transactions that are really one deal in two documents. Crucially, payments made within the preceding two years by the same acquirer to the same target are aggregated, so you can’t split a deal across financial years to duck the threshold. Future and contingent payments count too, and they are not discounted to present value. Legal and advisory fees are excluded.
Do call and put options count? Yes, the value attributable to options forms part of the consideration. So does the value of a share-swap leg, computed on each side. And in an internal reorganisation or a newly formed joint venture, the Commission still expects a good-faith valuation of what is changing hands.
A worked example
Numbers make this concrete. Suppose an acquirer agrees to pay Rs 1,500 crore in cash, issues shares worth Rs 300 crore, commits Rs 150 crore for a three-year non-compete, and grants a call option valued at Rs 120 crore. Add an Rs 50 crore technology licence baked into the same arrangement. The headline cash figure is Rs 1,500 crore, comfortably under the threshold. But the deal value for DVT purposes is Rs 1,500 + 300 + 150 + 120 + 50 = Rs 2,120 crore. That’s over Rs 2,000 crore. If the target also has substantial business operations in India, this deal is notifiable, even though the target’s turnover might be a rounding error. This is the computation no competitor’s guide actually shows you, and it’s the one that trips people up.
When the value cannot be established with certainty
What if the value genuinely can’t be pinned down, say, an earn-out tied to an uncertain milestone? The Commission’s combinations FAQs address this: where the value of a transaction cannot be established with reasonable certainty, the parties are expected to proceed on the basis that the DVT is met and notify, rather than assume the threshold is missed. When in doubt, file. The cost of an unnecessary filing is far smaller than the cost of gun-jumping.
Substantial business operations in India: the second DVT limb
The Rs 2,000 crore figure is only half the DVT test. The other half is a nexus filter, “substantial business operations in India”, or SBOI, which stops the threshold from catching every large global deal with no real Indian footprint. Without it, the DVT would force notifications for transactions that couldn’t conceivably affect Indian markets.
So how do you know if a target has substantial Indian operations? The 2024 Regulations set out limbs, and meeting any one of them is enough.
Why the DVT needs an India-nexus test
A pure value test, with no India link, would be both over-broad and legally shaky. The SBOI requirement ties the DVT back to the Commission’s actual mandate: protecting competition in Indian markets. It’s the reason a Rs 5,000 crore acquisition of a business with no Indian users and no Indian revenue generally falls outside the DVT.
The digital test
For digital services, the test is users. If the number of business or end users of the target in India is 10 per cent or more of its total global users, the SBOI limb is met. The logic is that a digital platform’s competitive significance shows up in its user base long before it shows up in revenue. This is the limb aimed squarely at the killer-acquisition problem.
The non-digital tests
For everything else, the Commission looks at gross merchandise value (GMV) and turnover. The SBOI limb is met if the target’s India GMV is more than 10 per cent of its global GMV in the preceding twelve months and exceeds Rs 500 crore. There is a parallel turnover limb: India turnover above 10 per cent of global turnover in the preceding financial year and above Rs 500 crore. The turnover limb does not apply to digital services, which are tested on users.
Here’s the SBOI test in one view.
| Test | Metric | India threshold | Cross-check |
|---|---|---|---|
| Digital services | Business/end users | >= 10% of global users | (no rupee floor) |
| GMV (non-digital) | Gross merchandise value | > 10% of global GMV (trailing 12 months) | AND > Rs 500 crore |
| Turnover (non-digital) | Turnover | > 10% of global turnover (preceding FY) | AND > Rs 500 crore |
SBOI when only a division is acquired
A frequent edge case: the buyer is acquiring just a division or business line, not the whole company. The SBOI test then applies to that division’s Indian footprint, not the seller’s entire global business. Get the denominator right, the relevant business being transferred, or you’ll either over-notify or, worse, miss a filing.
The Green Channel route: automatic approval, and its traps
Not every notifiable deal needs a full review. For combinations that plainly can’t harm competition, the green channel offers something close to instant clearance. It sounds like the easy lane. It has quietly become one of the riskiest.
Why does a fast lane exist at all? Because most combinations are benign, and tying them up for weeks helps no one. The trade-off is that the responsibility for getting the eligibility call right sits entirely on the parties.
How deemed-approval-on-filing works
The Commission introduced the green channel by a notification dated 13 August 2019, taking effect on 15 August 2019, by inserting a schedule into the then-2011 Regulations. The mechanic is elegant: you file the notice with a green-channel declaration, and approval is deemed to take effect upon filing. No waiting period, no prima facie review. Under the CCI (Combinations) Regulations, 2024, the route has been re-codified, but the core idea survives, file and you’re cleared, provided you actually qualify. How do you qualify? On a single, strict condition.
Eligibility: no horizontal, vertical or complementary overlap
The green channel is available only where the parties and their groups have no overlap of any kind, across every plausible market definition. Specifically, there must be:
- No horizontal overlap (the parties don’t compete in the same product or service market).
- No vertical overlap (they aren’t in a supplier-customer relationship).
- No complementary overlap (their products or services aren’t used together in a way that links the markets).
If even one overlap exists on any reasonable view of the market, the green channel is off the table. That “any plausible market” standard is what makes the self-assessment hard.
The 2024 narrowing and the affiliate trap
The 2024 framework didn’t widen the green channel. It narrowed it. The definition of “affiliate” now reaches entities that merely have the right or ability to access commercially sensitive information of a portfolio company, not just those with board seats or shareholdings. For a fund with a broad portfolio, that means overlaps have to be mapped all the way down to controlled or information-connected entities. The pool of genuinely “no overlap” deals shrank accordingly. This is the second-order effect most teams underestimate: a private-equity sponsor with dozens of portfolio companies may find the green channel closed simply because one affiliate competes with the target.
When the green channel backfires
And here’s the catch. If the Commission later finds the deal didn’t qualify, or the declaration was wrong, the notice and the deemed approval are void from the start. The transaction is treated as never cleared, and the parties face penalties. The “fast lane” turns into a penalty risk. In the CA Plume Investments / Bequest matter (CCI, 2025), the Commission penalised parties who claimed deemed approval through the green channel for a deal that did not qualify, a cautionary tale that the route is not a shortcut around overlap analysis. The lesson is blunt: if you’re not certain there’s zero overlap, file a normal Form I instead. A few extra weeks beat a void-ab-initio clearance.
Exemptions: the de minimis (small target) exemption
Some deals are simply too small to bother the Commission. The de minimis, or “small target”, exemption is the formal recognition of that. It keeps genuinely minor acquisitions out of the regime, which matters for startups and bolt-on deals that would otherwise drown in filings.
But, and this is the part most people miss, the exemption is no longer the safe harbour it used to be.
The small-target test
A transaction is exempt from notification if the target enterprise has assets of not more than Rs 450 crore in India or a turnover of not more than Rs 1,250 crore in India. These figures were enhanced alongside the March 2024 threshold revision and are now codified in the rules rather than sitting in a standalone notification. So if you’re buying a target with Rs 300 crore of Indian assets and Rs 900 crore of Indian turnover, the de minimis exemption ordinarily applies, no filing required.
The exemption has real teeth in enforcement, too. In Eli Lilly & Co. v. Competition Commission of India (NCLAT, 12 March 2020), a late-notification penalty was set aside on appeal precisely because the target fell within the de minimis limits and the deal was never notifiable in the first place. The case is a useful reminder: before you worry about how to file, confirm whether you have to.
The trap: de minimis is lost if the DVT is met
Now the warning. The de minimis exemption does not apply if the Deal Value Threshold is triggered. A sub-threshold target with substantial Indian operations, bought in a deal worth more than Rs 2,000 crore, must still notify, small target or not. This interaction is the single most overlooked point in the new regime, and it’s exactly how a “we’re exempt” assumption becomes a gun-jumping order. If your deal clears Rs 2,000 crore and the target has Indian users or GMV, stop relying on de minimis.
Other carve-outs
Beyond de minimis, the 2024 exemption rules preserve familiar carve-outs: certain minority or incremental acquisitions made purely as an investment, intra-group reorganisations and demergers within the same group, and acquisitions by financial intermediaries in the ordinary course (subject to conditions and time limits). Each comes with its own qualifying language, so treat them as starting points for analysis, not blanket passes.
Filing a combination notice: Form I, Form II, fees and process
Once you’ve decided a deal is notifiable, the next question is how. The Commission runs a two-form system, a short form for routine deals and a long form for the ones that raise real competition questions, and choosing correctly affects both cost and timeline.
Why two forms? Because most combinations are straightforward and don’t justify a heavy filing, while a minority need detailed economic analysis. The form you pick signals which camp you’re in.
Form I versus Form II
Form I is the default short form, used for the large majority of combinations. Form II is the long form, reserved for transactions with significant overlaps. The rough trigger: file Form II where the parties’ combined market share exceeds 15 per cent in a horizontally overlapping market, or exceeds 25 per cent in a vertically overlapping market. Below those, Form I usually suffices. The Commission can always ask you to convert up to Form II if it wants more, so under-filing to save effort tends to backfire.
| Criterion | Form I (short) | Form II (long) |
|---|---|---|
| When used | Default; no significant overlap | Horizontal share > 15% or vertical share > 25% |
| Filing fee | Rs 30 lakh | Rs 90 lakh |
| Detail required | Streamlined | Extensive market and economic analysis |
| Green channel | Filed on Form I with a declaration | Not applicable |
Filing fees
The 2024 Regulations raised the fees. Form I now costs Rs 30 lakh, up from Rs 20 lakh. Form II costs Rs 90 lakh, up from Rs 65 lakh. They’re not trivial sums, and they’re non-refundable, which is one more reason to get the form choice and the eligibility analysis right before you file.
The notification trigger and pre-filing consultation
Under the old regime, parties had 30 days from the trigger event to notify. The 2023 Amendment removed that rigid 30-day deadline for ordinary combinations, so notification is now tied to the suspensory obligation: you must file and obtain approval before consummating, but you aren’t forced to file within a fixed window of signing. (One exception, the open-offer derogation, keeps a 30-day clock, and we’ll cover it under timelines.) Before filing, parties can also seek a pre-filing consultation with the Commission’s officers. It’s informal and not binding on the Commission, but it’s genuinely useful for borderline notifiability or form-choice calls.
Unaudited financials and uncertain value
What if the target’s accounts aren’t audited, or the value is still moving? The Commission expects a good-faith, best-available-information approach: use the most recent reliable financials, document your assumptions, and notify rather than wait for perfect numbers. Practitioners treat “we didn’t have final figures” as a weak excuse; the standstill obligation doesn’t pause while you finalise the accounts.
This is exactly the kind of judgement, threshold computation, form selection, and filing strategy that sits at the heart of LawSikho’s Diploma in M&A, Institutional Finance and Investment Laws, for readers who want to build the skill rather than just understand the rule.
Review timelines, the standstill obligation and the 150-day clock
Timing is the part of merger control that derails deal calendars. The Commission’s review runs on statutory clocks, and a transaction is frozen, legally unable to close, until those clocks run their course or the Commission clears the deal. Get the sequencing wrong and you either gun-jump or blow your long-stop date.
The good news is that the clocks got shorter in 2024. The catch is that “shorter” came with sharper teeth.
The standstill (suspensory) obligation
The foundational rule: you cannot consummate any part of a notifiable combination before approval. No transferring shares, no exercising voting or board rights, no integrating operations, no moving the business across. This “standstill” or suspensory obligation is the spine of the regime, and breaching it is gun-jumping. The standstill begins the moment a deal becomes notifiable and runs until clearance.
Phase I and Phase II
Review happens in two phases. In Phase I, the Commission must form a prima facie view within 30 calendar days of a valid notice. If it doesn’t issue an opinion in that window, the combination is deemed approved. Note the wording: the 2023 Amendment changed this from 30 working days to 30 calendar days, which actually shortened the effective review period, fewer total days once weekends and holidays are counted. Most deals clear at Phase I. If the Commission sees a prima facie competition concern, it opens Phase II, a deeper investigation that can end in approval, approval with modifications, or, rarely, a block.
From 210 to 150 days
The headline reform is the outer limit. The 2023 Amendment cut the overall review period from 210 days to 150 calendar days. That’s the maximum the Commission can take from a valid notice to a final order. Certain “clock-stops” apply; time taken by parties to respond to information requests, or to cure defects in a notice, can be excluded, so the elapsed calendar time can run longer than 150 days in a contested Phase II. Still, the direction is faster review, which pushes diligence and economic analysis earlier in the deal.
The open-offer derogation
There’s a sensible carve-out for public-market deals. An acquisition through an open offer or a stock-exchange purchase can be consummated without prior approval, escaping the standstill and gun-jumping penalties, provided two conditions are met: the acquirer notifies the Commission within 30 days, and it exercises no ownership or beneficial rights (no voting, no board influence) until approval comes through. It lets listed-company deals settle on market timelines without breaching the suspensory rule. The discipline is in the “no rights exercised” condition; touch the rights, and the derogation evaporates. The Commission has treated even early financial steps as consummation, as in the Adani Transmission gun-jumping decision, where advancing a loan to the seller before approval was held to be gun-jumping.
Gun-jumping and Section 43A penalties: the enforcement record
If the standstill is the rule, gun-jumping is the breach, and it’s where merger control stops being abstract. Companies don’t usually set out to gun-jump. They do it by accident: closing a tranche early, exercising a right too soon, sharing information they shouldn’t. The penalties are real, and the enforcement record is now substantial enough to learn from.
So what exactly is gun-jumping, and how does it differ from the disclosure failure in the Amazon matter that opened this guide?
Procedural versus substantive gun-jumping (and Section 44)
Gun-jumping comes in two flavours. Procedural gun-jumping is failing to notify, or notifying late, of a deal that needed clearance. Substantive gun-jumping is consummating, closing or partly implementing before approval. Both fall under Section 43A of the Competition Act, 2002.
Now the distinction that the Supreme Court underlined in 2026. The Amazon/Future Coupons penalty was not a classic Section 43A gun-jumping case at all. It was a Section 44 matter, failure to furnish or suppression of material information while seeking approval. The Court held that Section 43A “cannot be converted into an omnibus penalty for every alleged defect in narration”, drawing a clean line between a disclosure imperfection and an actual standstill breach. Why does that matter to a deal team? Because the two provisions protect different things: Section 43A polices when you close, Section 44 polices what you tell the Commission, and conflating them leads to bad risk assessment.
The penalty
The numbers got bigger in 2023. A gun-jumping penalty can now extend to 1 per cent of the combination’s total turnover, or assets, or the value of the transaction, whichever is higher. The addition of “value of transaction” to the base, courtesy of the 2023 Amendment, matters most for high-value, low-asset digital deals, exactly the ones the DVT is designed to catch. For a Rs 5,000 crore deal, 1 per cent is Rs 50 crore. That’s the ceiling, and the Commission calibrates below it for good-faith breaches, but the exposure is plainly material.
The enforcement record
What do the orders actually teach? That gun-jumping catches careful companies, not just reckless ones. Here is the record at a glance.
| Matter | Year | Provision | What went wrong | Penalty | Outcome |
|---|---|---|---|---|---|
| GE / Alstom | 2016 | S.43A | Failed to notify within the then-30-day window after the public announcement | Rs 5 crore | Upheld; reduced from the 1% maximum for good faith |
| Eli Lilly / Novartis Animal Health | 2016 | S.43A | Late notification | Rs 1 crore | Set aside by NCLAT (2020): target within de minimis |
| Bharti Airtel (Bharti Telemedia) | 2018 | S.43A | Closed a 20% acquisition before approval | Rs 1 crore | Upheld |
| Manipal Health Systems (Aakash Educational Services) | Jul 2025 | S.43A | Acquired ~39.61% via a debt-to-equity conversion before approval | Rs 20 lakh | Upheld |
| Manipal group entities (Aakash) | May 2026 | S.43A | Consummated further parts of the same Aakash acquisition before approval | Rs 50 lakh | Second, a separate penalty |
| CA Plume / Bequest | Jun 2025 | S.43A / S.44 | Claimed green-channel deemed approval for a deal that did not qualify | Penalty imposed | Upheld |
| Amazon / Future Coupons (disclosure case) | 2021 | S.44 (not classic 43A) | CCI alleged suppression of material facts; later suspended its own 2019 approval | Rs 202 crore | Set aside by the Supreme Court, 27 May 2026 (jurisdiction) |
Two of those rows deserve a flag. The Manipal acquisition of Aakash Educational Services attracted two successive penalties, Rs 20 lakh in July 2025 and a separate Rs 50 lakh in May 2026, as further steps in the same transaction closed before approval. And the Amazon row is a Section 44 disclosure matter, set aside on jurisdiction, not a finding that the acquirer did nothing wrong and not a classic standstill breach. Read the column headed “provision” before you read the penalty.
Common gun-jumping traps
The traps repeat. Sharing competitively sensitive information before approval, as if the deal were already done. Operating the target through interim covenants that go beyond preserving value to actual control. Advancing funds or restructuring debt as a pre-closing favour. Exercising a board nomination “just to observe”. Each can be read as partial consummation. The safest posture between signing and clearance is to behave as two separate companies, because, in the Commission’s eyes, you still are.
How CCI clearance interacts with NCLT, SEBI, RBI and FEMA
CCI approval rarely travels alone. A single transaction can need sign-off from three or four regulators at once, and they don’t run on the same clock or test. Missing how they fit together is how deal timelines slip by months.
Why so many cooks? Because Indian deal regulation is layered by purpose: competition, corporate process, securities, foreign exchange and sector rules, each protects something different.
Why a single deal needs several regulators
The Commission asks one question: Will this hurt competition? It doesn’t care whether the scheme is fair to shareholders (that’s the National Company Law Tribunal), whether a listed company’s open offer is priced right (that’s SEBI), or whether foreign money is coming in on proper terms (that’s the Reserve Bank under FEMA). Each approval is a separate condition precedent, and they often run in parallel.
CCI and NCLT sequencing
For a merger executed through a scheme of arrangement, CCI clearance generally needs to be in hand before the NCLT sanctions the scheme, because the Tribunal will want competition approval as part of the record. The two processes can run together, but the competition clearance typically gates the corporate step, not the other way round.
CCI, SEBI and RBI/FEMA for foreign and listed deals
For a listed target, a SEBI takeover-code open offer may run alongside the CCI filing, which is why the open-offer derogation on timing exists. For a foreign acquirer, FEMA and the FDI rules add their own approvals and reporting. If you’re untangling that layer, our guide to the FDI and FEMA compliances for foreign investors sets out the parallel track. The practical takeaway: map every regulator in the critical path at signing, not at closing.
The 2026 outlook: Amazon v. CCI, material influence and the green channel’s second life
Merger control in India is mid-shift, and the Supreme Court’s May 2026 ruling is the hinge. Where the regime goes next, on enforcement appetite, on self-assessment, on minority deals, will shape how every deal team approaches the next few years. So what changed, and what should you expect?
What the Supreme Court actually decided
On 27 May 2026, the Court set aside the Rs 202 crore penalty and the Commission’s direction, keeping its 2019 approval in abeyance. The holding was about power, not innocence: the Commission cannot reopen a granted clearance or compel a fresh long-form filing after the limitation period has expired, and Section 43A can’t be stretched into a catch-all for disclosure quibbles. Early signals suggest the ruling will discipline how aggressively the Commission revisits cleared deals. It is being read as a limit on regulatory second-guessing, not a licence to under-disclose.
A second life for the green channel
Practitioners expect a knock-on effect. By reaffirming that self-assessment and finality deserve protection, the ruling is likely to rebuild confidence in routes that depend on the parties’ own analysis, the green channel chief among them. After a period in which the green channel narrowed and a couple of wrong filings drew penalties, commentary is now pushing for the Commission to widen eligibility again. Whether the rules actually loosen remains to be seen, but the direction of the conversation has shifted.
Material influence and the minority stake net
The other live front is control. With “material influence” now the codified floor, more minority and board-rights deals are being pulled into review, private-equity investments especially. Why does a passive-looking fund stake get caught? Because veto rights, information access and board observers can each cross the material-influence line. Expect more disputes over where exactly that line sits, and more deals filed defensively because the answer isn’t obvious.
The compliance-hiring ripple
There’s a quieter, second-order effect worth naming. As the DVT and gun-jumping enforcement tighten, demand is rising faster for in-house competition-compliance capability than for one-off external advice. Lawyers who can run a combination analysis end-to-end, threshold maths, overlap mapping, and filing strategy are finding a short migration path into well-paid in-house roles on the buy side. The regime got stricter; the careers it feeds got broader.
Common mistakes and a combination-compliance checklist
Most merger-control trouble isn’t exotic. It’s a handful of avoidable mistakes, made under deal pressure, by people who assumed the answer. Here’s where teams slip, and a simple sequence to keep them honest.
Assuming a small target is safe
The most common error is treating a small target as automatically exempt. As we saw, the de minimis exemption vanishes the moment the Deal Value Threshold is met. A startup acquisition with negligible revenue but a Rs 2,000 crore-plus price tag and real Indian users is notifiable, full stop. Don’t let “the target is tiny” end the analysis.
Misusing the green channel
The second error is reaching for the green channel without rigorous overlap mapping. The route is void from the start if any horizontal, vertical or complementary overlap exists, including through affiliates with access to sensitive information. The penalties in the green-channel misfilings of 2024 and 2025 are a warning. If the overlap analysis isn’t airtight, file a Form I.
Gun-jumping through interim conduct
The third is creeping consummation between signing and clearance: information sharing, interim control, and pre-closing funding. The Manipal orders show how even financing-style steps and staged closings draw separate penalties. Behave as two independent companies until the approval lands.
A pre-signing checklist
Run this sequence before you sign, not after:
- Notifiability: Do the parties cross the asset or turnover thresholds, or does the deal value exceed Rs 2,000 crore with substantial Indian operations?
- Exemption: Is the target within de minimis, and, crucially, is that exemption still available given the DVT?
- Route and form: green channel (only if zero overlap), Form I, or Form II?
- Timeline and standstill: when does the standstill begin, what’s the realistic clearance date, and how does it affect the other regulators?
Answer those four, and you’ve avoided the failures behind almost every penalty in this guide.
Frequently asked questions
1. What is a combination under the Competition Act, 2002?
A combination is a merger, amalgamation, or acquisition of shares, voting rights, control or assets that crosses the asset or turnover thresholds in Section 5 of the Competition Act, 2002, or that triggers the Deal Value Threshold. Combinations are regulated under Section 6 and need prior CCI approval before they can be completed.
2. When does a merger or acquisition need CCI approval?
A deal needs CCI approval when the parties cross the jurisdictional asset or turnover thresholds (at the enterprise or group level), or when the transaction value exceeds Rs 2,000 crore, and the target has substantial business operations in India. If neither trigger is met, and no exemption is lost, the deal generally doesn’t need notification.
3. What is the deal value threshold for CCI approval in India?
The Deal Value Threshold is Rs 2,000 crore (Rs 20 billion). A transaction valued above this figure must be notified to the CCI if the target has substantial business operations in India, regardless of the parties’ assets or turnover. It took effect on 10 September 2024.
4. What does “substantial business operations in India” mean?
It is the India-nexus filter for the Deal Value Threshold. It is met if a digital target has at least 10 per cent of its global users in India, or if a non-digital target’s India GMV or turnover exceeds 10 per cent of its global figure and crosses Rs 500 crore. Meeting any one limb is enough.
5. What is the green channel route for combinations?
The green channel is an automatic, deemed-approval route. Where the parties and their groups have no horizontal, vertical or complementary overlap, they file a notice with a green-channel declaration and the combination is approved on filing, with no waiting period. It was introduced in August 2019 and re-codified under the 2024 Regulations.
6. What are the asset and turnover thresholds under Section 5?
At the enterprise level in India, the thresholds are combined assets above Rs 2,500 crore or turnover above Rs 7,500 crore. At the group level, they are assets above Rs 10,000 crore or turnover above Rs 30,000 crore. Higher worldwide figures apply to deals with an India nexus. The figures were revised upward on 7 March 2024.
7. What is the de minimis (small target) exemption?
It exempts deals where the target has assets of not more than Rs 450 crore or a turnover of not more than Rs 1,250 crore in India. The idea is to keep genuinely small acquisitions out of the filing regime. The figures were enhanced in March 2024 and codified in the rules.
8. Can the de minimis exemption be claimed if the deal value threshold is met?
No. The de minimis exemption is lost if the Deal Value Threshold is triggered. A small target with substantial Indian operations, acquired in a deal worth more than Rs 2,000 crore, must still be notified. This interaction is the most commonly missed point in the new regime.
9. What is the filing fee for Form I and Form II?
Under the 2024 Regulations, the fee for Form I is Rs 30 lakh (raised from Rs 20 lakh) and the fee for Form II is Rs 90 lakh (raised from Rs 65 lakh). The fees are non-refundable, so accurate form selection matters.
10. How long does the CCI take to approve a combination?
The Commission must form a prima facie view within 30 calendar days of a valid notice; if it doesn’t, the deal is deemed approved. The overall outer limit for review is 150 calendar days (reduced from 210 by the 2023 Amendment), though clock-stops for information requests can extend the elapsed time.
11. What is gun-jumping, and what is the penalty under Section 43A?
Gun-jumping is failing to notify a notifiable deal or consummating it before approval. Under Section 43A, the penalty can extend to 1 per cent of the combination’s total turnover or assets or the value of the transaction, whichever is higher. The 2023 Amendment added “value of transaction” to the penalty base.
12. What is the difference between Form I and Form II?
Form I is the short, default form for combinations without significant overlap. Form II is the long form, required where the parties’ combined market share exceeds 15 per cent in a horizontal overlap or 25 per cent in a vertical overlap. Form II demands far more detailed market and economic analysis, and costs Rs 90 lakh against Form I’s Rs 30 lakh.
13. What is the difference between the green channel and the normal route?
The green channel gives deemed approval on filing for deals with zero overlap, with no review period. The normal route (Form I or Form II) involves a substantive prima-facie review within 30 calendar days and, if concerns arise, a deeper Phase II investigation. The green channel is faster but void from the start if the no-overlap condition isn’t genuinely met.
14. Do foreign-to-foreign (offshore) deals need CCI approval?
They can. An offshore transaction between two foreign parties is notifiable in India if it crosses the thresholds and has the required India nexus, in the same way as other major jurisdictions reach deals done abroad. The “it’s not an Indian deal” assumption is a frequent and costly error.
15. What did the Supreme Court hold in Amazon v. CCI?
On 27 May 2026, the Supreme Court set aside the CCI’s Rs 202 crore penalty and its direction keeping the 2019 approval in abeyance. The Court held that the Commission lacked the power to reopen a granted clearance or compel a fresh filing after the limitation period, and that Section 43A could not be stretched to cover every alleged disclosure defect. It was a ruling on the limits of CCI power, not a finding that the acquirer had been fully transparent.
References
Case Law / CCI Orders
- In re Adani Transmission Ltd. (CCI, Section 43A): advancing a loan to the seller before approval held to be gun-jumping. Primary CCI order pending indexing; see AZB & Partners analysis.
- Amazon.com NV Investment Holdings LLC v. Competition Commission of India (Future Coupons matter): Supreme Court of India, order dated 27 May 2026; the Rs 202 crore penalty and abeyance direction were set aside for want of jurisdiction (a Section 44 disclosure matter, not classic Section 43A gun-jumping). Recent judgment, not yet indexed on Indian Kanoon; see Bar & Bench report. Related NCLAT stage: Confederation of All India Traders v. CCI (NCLAT, 13 June 2022).
- In re Bharti Airtel Ltd. (Bharti Telemedia acquisition) (CCI, 2018): Rs 1 crore penalty for closing a 20% acquisition before approval. See Mondaq, “Gun Jumping Under The Merger Control Regime”.
- In re CA Plume Investments / Bequest Inc. (CCI, 2025): penalty after a green-channel notice claimed deemed approval for a deal that did not qualify. See IRCCL analysis.
- Eli Lilly & Co. v. Competition Commission of India: NCLAT, New Delhi; decided 12 March 2020; the CCI late-notification penalty was set aside because the target fell within the de minimis exemption.
- In re General Electric / Alstom (CCI, 2016): Rs 5 crore penalty for failing to notify within the then-30-day window. Primary CCI order pending indexing; see secondary report.
- In re Manipal Health Systems Pvt. Ltd. / Manipal group (Aakash Educational Services) (CCI): two successive Section 43A penalties, Rs 20 lakh (order ~31 July 2025) and a separate Rs 50 lakh (~May 2026), for consummating parts of the acquisition before approval. See Mondaq, “Gun-Jumping and M&A: Recent Trends”.
Statutes and Regulations
- Competition Act, 2002: sections cited: 5 (combinations), 6 (regulation of combinations), 20, 29 and 31 (inquiry into and orders on combinations), 43A (gun-jumping penalty) and 44 (penalty for false statement / failure to furnish information).
- Competition (Amendment) Act, 2023: introduced the deal value threshold, the 150-day outer review limit, the codified “material influence” control standard, and the broadened Section 43A penalty base; combination provisions effective 10 September 2024.
- CCI (Combinations) Regulations, 2024: notified 9 September 2024, effective 10 September 2024; replaced the 2011 Combination Regulations.
- Competition (Minimum Value of Assets or Turnover) Rules, 2024: revised jurisdictional thresholds and codified the de minimis (small target) exemption.
- Competition (Criteria of Combination) Rules, 2024: the green-channel framework.
- Competition (Criteria for Exemption of Combination) Rules, 2024: de minimis and other combination exemptions.
Secondary sources
- Competition Commission of India, FAQs on the CCI (Combinations) Regulations, 2024.
- Bar & Bench and LiveLaw reportage of the Supreme Court’s 27 May 2026 ruling in the Future Coupons matter.
Disclaimer: This article is for informational and educational purposes only and does not constitute legal advice. Merger control is fact-specific, and thresholds, timelines and exemptions change. For guidance on whether a particular transaction is notifiable to the Competition Commission of India, or on green-channel eligibility, filing strategy or standstill compliance, consult a qualified competition-law professional before acting.
