How to File a CCI Merger Control Notification Under the Competition Act 2002 in India

Introduction

India's merger control regime, governed by the Competition Act, 2002 as substantially amended by the Competition (Amendment) Act, 2023, requires prior notification to and approval from the Competition Commission of India (CCI) for transactions that meet specified financial thresholds. The regime underwent a significant overhaul with the CCI (Combinations) Regulations, 2024, which took effect on 10 September 2024, introducing a deal value threshold, revised financial thresholds, streamlined review timelines, and an updated green channel route for automatic approval.

This guide provides a practical, step-by-step walkthrough of the CCI merger notification process, covering notification thresholds, the choice between Form I and Form II, the green channel route, filing fees, review timelines, the standstill obligation, and post-approval compliance. Whether you are advising on a domestic acquisition, a cross-border merger, or a private equity investment, understanding the CCI filing process is essential to avoid the serious consequences of non-compliance, including gun-jumping penalties.

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When Is a CCI Notification Required? Understanding the Thresholds

Section 5 of the Competition Act, 2002 sets out the financial thresholds that determine whether a transaction qualifies as a notifiable combination. These thresholds are expressed at two levels: the enterprise level (the acquiring enterprise and the target enterprise combined) and the group level (the group to which the enterprise belongs). The thresholds were significantly revised on 7 March 2024 by the Ministry of Corporate Affairs, raising them by approximately 150 percent to account for economic growth.

At the enterprise level, a transaction is notifiable if the combined assets of the parties in India exceed Rs 2,500 crore or their combined turnover in India exceeds Rs 7,500 crore. At the group level, the India thresholds are assets above Rs 10,000 crore or turnover above Rs 30,000 crore. Worldwide, the group-level thresholds are assets of over USD 5 billion (with at least Rs 1,250 crore in India) or turnover of over USD 15 billion (with at least Rs 3,750 crore in India).

The Deal Value Threshold

In addition to the asset and turnover thresholds, the Competition (Amendment) Act, 2023 introduced a deal value threshold (DVT), which became operational from September 2024. Under this threshold, a transaction is notifiable if the deal value exceeds Rs 2,000 crore (approximately USD 240 million) and the target enterprise has substantial business operations in India. The deal value threshold was introduced to capture transactions in the digital economy and asset-light sectors where the target may have a small balance sheet but significant market presence and user base. Importantly, the deal value threshold applies even where the transaction falls within the small target (de minimis) exemption based on asset or turnover thresholds.

The Small Target (De Minimis) Exemption

Transactions where the target enterprise has assets of not more than Rs 450 crore in India or turnover of not more than Rs 1,250 crore in India are exempt from the notification requirement. These thresholds were revised upward in March 2024. However, this exemption does not apply where the deal value threshold of Rs 2,000 crore is triggered, meaning that even acquisitions of small targets require CCI notification if the total deal value exceeds Rs 2,000 crore and the target has substantial business operations in India.

Step 1: Assess Whether the Transaction Is Notifiable

The first step is to assess whether the proposed transaction meets any of the notification thresholds. This involves computing the assets and turnover of the parties at both the enterprise and group levels, based on the most recent audited financial statements, determining the deal value by reference to the total consideration (including deferred and contingent consideration, non-compete fees, and the value of any other benefits), checking whether the small target exemption applies (and whether the deal value threshold overrides it), and verifying whether any other exemption applies, such as the exemption for certain intra-group reorganisations. Companies considering mergers as part of broader restructuring should also review whether a scheme of arrangement under the Companies Act, 2013 triggers CCI thresholds, as discussed in relation to SEBI buyback regulations and capital market compliance.

Step 2: Choose Between Form I and Form II

CCI notifications are filed in either Form I (the short form) or Form II (the long form). Form I is the default filing form for most transactions and requires basic information about the parties, the transaction structure, details of relevant markets (product and geographic), and market share data. Form I is appropriate where the transaction does not raise significant competitive concerns and the parties do not have significant overlaps or vertical relationships. Form II is the detailed filing form and is required where the parties have combined market shares exceeding 15% in any relevant horizontal market or 25% in any relevant vertical market. Form II requires substantially more detailed information, including a full competitive assessment, economic analysis, and information about barriers to entry and countervailing buyer power. The CCI may also direct parties who have filed a Form I to refile in Form II if it determines that detailed information is required.

Step 3: Filing Fees

Under the CCI (Combinations) Regulations, 2024, the filing fee for Form I is Rs 30 lakh (increased from the previous Rs 20 lakh), and the filing fee for Form II is Rs 90 lakh (increased from the previous Rs 65 lakh). The filing fee is non-refundable and must be paid at the time of submission of the notification. Where parties initially file a Form I and are subsequently directed by the CCI to refile in Form II, only the differential fee needs to be paid.

Step 4: The Green Channel Route

The green channel is an automatic approval route for transactions that do not raise competitive concerns. Approval is deemed to be granted upon filing, dispensing with the waiting period. The green channel is available only where the parties and their respective groups have no horizontal overlap (they do not operate in the same or substitutable markets), no vertical relationship (they are not in a buyer-seller or upstream-downstream relationship), and no complementary relationship across any plausible market definition. The green channel declaration must be made on reasonable grounds, and parties must conduct a thorough internal assessment before availing this route. If the CCI subsequently determines that the green channel declaration was incorrect, the deemed approval may be revoked and the transaction treated as if no notification was filed, attracting gun-jumping penalties.

Step 5: Review Timeline, Phase I and Phase II

Under the revised regulations, the CCI review process operates in two phases. In Phase I, the CCI must form a prima facie view within 30 calendar days (previously 30 working days) of receiving a complete notification. If the CCI forms the view that the combination is not likely to cause an appreciable adverse effect on competition (AAEC) in India, it approves the combination. Most transactions are approved in Phase I. If the CCI determines that further investigation is required, the transaction proceeds to Phase II, which involves a detailed assessment. The maximum overall review timeline, including both phases, is 150 calendar days (reduced from the previous 210 days). If the CCI does not pass an order within 150 days of filing, the combination is deemed to have been approved. The CCI may also extend the 150-day period with the consent of the parties.

Step 6: The Standstill Obligation and Gun-Jumping Risks

Under Section 6(2A) of the Competition Act, 2002, parties to a notifiable combination are subject to a mandatory standstill obligation. This means that the parties must not consummate or give effect to the combination until CCI approval is received or 150 days have elapsed from the date of filing. Violations of the standstill obligation, known as gun-jumping, can attract significant penalties under Section 43A of the Act, which empowers the CCI to impose a penalty of up to 1% of the total turnover or total assets (whichever is higher) of the combination. Gun-jumping can take two forms: procedural gun-jumping (failure to file a notification before consummation) and substantive gun-jumping (exercising control over the target or coordinating competitive behaviour before approval). Practitioners should ensure that transaction agreements include appropriate interim operating covenants that prevent substantive gun-jumping while allowing the target to operate in the ordinary course of business.

Step 7: Modifications, Commitments, and Remedies

If the CCI has concerns about the competitive effects of a combination, the parties may offer voluntary modifications (also called commitments or remedies) to address those concerns. Modifications may be structural (such as divestiture of a business unit or assets) or behavioural (such as commitments regarding pricing, access, or licensing terms). Parties may offer modifications at any stage of the review process, including during Phase I. The CCI assesses whether the proposed modifications adequately address its competition concerns and may accept, reject, or negotiate modified commitments. If modifications are accepted, the CCI approves the combination subject to compliance with the agreed modifications.

Post-Approval Compliance and Reporting

Once the CCI approves a combination, the parties must comply with any conditions or modifications imposed by the CCI in its approval order. The CCI may require periodic compliance reports to verify that the parties are adhering to the conditions of approval. Failure to comply with conditions attached to the approval order can result in the CCI reopening its assessment or imposing penalties. Parties should designate a compliance officer or team responsible for monitoring adherence to the CCI's conditions and maintaining records of compliance for inspection.

Additionally, if the structure of the transaction changes materially after CCI approval (for example, a change in the consideration, the scope of assets being acquired, or the identity of the acquirer), the parties may need to determine whether the change is significant enough to require a fresh notification or a modification of the existing approval. It is advisable to seek legal counsel before proceeding with any material changes to an approved combination.

Practical Tips for Filing

First, engage with the CCI early through pre-filing consultations. The CCI allows parties to engage in informal pre-filing discussions, which can help identify potential issues and streamline the filing process. Second, define the relevant market carefully, as market definition is the foundation of the competitive assessment and determines whether horizontal overlaps or vertical relationships exist. Third, prepare internal documents in advance, as the CCI may request internal strategy documents, board presentations, and market studies. Fourth, coordinate with multi-jurisdictional filings, as cross-border transactions may require simultaneous filings with competition authorities in multiple countries. Fifth, build CCI timelines into the transaction timetable, ensuring that the closing date under the transaction agreements allows sufficient time for CCI review.

For related discussions on corporate transactions, readers may find our guides on filing a winding-up petition under the Companies Act 2013 and the new FEMA foreign investment rules 2026 helpful for understanding related regulatory requirements.

Cross-Border Mergers and Multi-Jurisdictional Coordination

Cross-border transactions involving Indian operations often require parallel filings with competition authorities in multiple jurisdictions. The CCI's review timeline and information requirements differ from those of other major competition regulators such as the European Commission, the US Federal Trade Commission, and the UK Competition and Markets Authority. Practitioners should map the filing requirements across all relevant jurisdictions at the outset and develop a coordinated filing strategy that accounts for differences in thresholds, review timelines, and remedy expectations.

When dealing with cross-border aspects, companies should be particularly attentive to the interaction between CCI filings and other regulatory approvals required for inbound investments, such as FEMA compliance. For example, a foreign acquirer may need to file Form FC-GPR with the RBI after completing the acquisition, as explained in our guide on filing Form FC-GPR after receiving FDI. Additionally, if the transaction involves a listed target, the acquirer must comply with SEBI's Takeover Regulations, the requirements for which interact with the CCI timeline. Companies should also be mindful of the Supreme Court's recognition of transnational issue estoppel when structuring cross-border transactions.

Common Grounds for CCI Scrutiny

The CCI is most likely to subject a transaction to detailed scrutiny (Phase II review) in certain situations. These include transactions resulting in high combined market shares (above 30 to 40 percent) in concentrated markets, acquisitions by dominant enterprises that may strengthen existing market power, transactions that eliminate a significant competitive constraint or a potential entrant, vertical mergers that may result in foreclosure of upstream inputs or downstream distribution channels, and conglomerate mergers that may give rise to portfolio effects or bundling concerns. Understanding these risk factors helps parties anticipate potential CCI concerns and prepare their notification accordingly, including by proactively addressing potential competition issues in the notification itself.

For companies navigating the broader landscape of corporate restructuring and M&A in India, our article on how to respond to a SARFAESI notice provides useful context on secured creditor dynamics that frequently arise in acquisition financing.

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Conclusion

The CCI merger control regime has evolved into a robust and efficient framework that balances the need for competitive oversight with the facilitation of legitimate business transactions. The 2024 regulatory overhaul, with its revised thresholds, deal value threshold, shortened timelines, and updated green channel mechanism, reflects India's commitment to aligning its merger control framework with international best practices. By understanding the thresholds, selecting the appropriate filing form, respecting the standstill obligation, and engaging proactively with the CCI, parties can navigate the filing process efficiently and minimise the risk of delays or adverse outcomes.