When does a merger or acquisition require CCI approval under the Competition Act merger control rules?

Question

My company is planning an acquisition and I want to know the asset and turnover thresholds that trigger mandatory notification to the Competition Commission. I have been reading conflicting things online and I would like to understand what Indian law actually says about this, which Act and Section applies, what the realistic timelines and costs are, and what I should be doing right now to protect my position. If the matter can be resolved without litigation I would prefer that route, but I want to know what my rights are before I agree to anything or sign any document.

MyVakeel Legal Desk · Accepted Answer

When does a merger or acquisition require CCI approval under the Competition Act merger control rules? is governed in India primarily by Competition Act 2002, Section 5, Competition Act 2002, Section 6 and Competition Act 2002, Section 43A. The short answer is set out below, followed by the practical steps most people in this situation need to take. Read it alongside the specific provisions named, because the exact relief available to you turns on the facts you can prove on paper.

Section 5 defines a 'combination' by reference to specified asset and turnover thresholds for the parties involved, calculated on a standalone or group basis, which are periodically revised by government notification and must be checked at the time of the transaction.

Section 6 requires that a combination meeting the notifiable thresholds shall not take effect until the Competition Commission of India approves it, and mandates that notice of the proposed combination be given before consummation, subject to certain exempt categories such as those covered by the de minimis or small target exemption.

The Commission examines whether the combination is likely to cause an appreciable adverse effect on competition in the relevant market, considering factors such as market concentration, actual and potential competition, and entry barriers.

Section 43A imposes a penalty for failure to notify a notifiable combination or for consummating it before approval, which can extend up to one percent of the total turnover or assets of the combination, whichever is higher.

Recent amendments have also introduced a deal value threshold for transactions exceeding a specified value where the target has substantial business operations in India, expanding the scope of transactions requiring notification.

What to do next: 1) Calculate combined asset and turnover figures of the parties against the current notified thresholds; 2) Check applicability of the deal value threshold if the transaction value exceeds the prescribed limit; 3) File Form I or Form II notice with the Competition Commission of India before consummating the transaction if thresholds are met; 4) Consult competition counsel to assess exemption eligibility and prepare the notification.

If the other side has already issued a notice, filed a case or set a deadline, treat the matter as time-sensitive — most remedies under Competition Act 2002, Section 5 carry limitation periods, and a delay you cannot explain weakens an otherwise strong case. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in this practice area.