How to File a Merger Notification with the Competition Commission of India Under the 2024 Regulations

Kaustav Chowdhury
Aug 19
5 min read

India's merger control regime underwent a significant overhaul on September 10, 2024, when the Competition Commission of India (Combinations) Regulations, 2024 came into force alongside several related rules and notifications. These changes, stemming from the Competition (Amendment) Act, 2023, introduced a deal value threshold, revised filing fees, shorter review timelines, and a refined green channel process. This guide covers the key steps for filing a pre-merger combination notice with the CCI under the current framework.

When Is a Merger Notification Required?

Section 5 of the Competition Act, 2002 sets the thresholds that determine whether a proposed acquisition, merger, or amalgamation must be notified to the CCI. Following a 150% upward revision notified on March 7, 2024, the enterprise-level thresholds for India are assets exceeding Rs 2,500 crore or turnover exceeding Rs 7,500 crore. At the group level, the India thresholds are assets exceeding Rs 10,000 crore or turnover exceeding Rs 30,000 crore. If either the acquirer or the target (or their groups) crosses these thresholds, notification is mandatory unless a de minimis exemption applies. The de minimis exemption, effective September 10, 2024 for two years, exempts transactions where the target has assets not exceeding Rs 450 crore or turnover not exceeding Rs 1,250 crore in India. Entities considering a company registration followed by an acquisition should factor in these thresholds early.

The 2024 Deal Value Threshold

The Competition (Amendment) Act, 2023 introduced Section 5(d), creating a deal value threshold (DVT) of Rs 2,000 crore. Notified on September 10, 2024, this provision captures transactions exceeding Rs 2,000 crore in value where the target has substantial business operations in India. The DVT targets high-value acquisitions in the digital sector, where companies may hold significant market presence but limited assets or turnover in India. The 2024 Regulations set out parameters for assessing substantial business operations, including user base, gross merchandise value, and turnover benchmarks. Companies planning joint ventures or strategic acquisitions must evaluate whether the DVT is triggered even if traditional thresholds are not met.

Form I (Short Form) vs Form II (Long Form)

The CCI prescribes two notification forms. Form I is the standard short-form filing used in most cases. Form II, the long-form filing, is recommended where horizontal overlaps exceed 15% combined market share or vertical linkages exceed 25% market share. If the CCI determines after reviewing a Form I that competitive concerns require deeper analysis, it may direct parties to refile using Form II. In an acquisition, the acquirer files; in a merger or amalgamation, both parties file jointly. For a broader overview of the procedural framework, see the guide on CCI merger control notifications under the Competition Act.

The Green Channel Route

The green channel route allows parties to obtain deemed approval at the point of filing. To qualify, the parties and their group entities must have no horizontal, vertical, or complementary overlaps in India. Parties file Form I with a declaration under Schedule IV confirming eligibility. Upon acknowledgment by the CCI, the combination is deemed approved under Section 31(1). Even a minor overlap disqualifies the transaction from this route. If the CCI later discovers the declaration was inaccurate, it may revoke the deemed approval.

Filing Fees

Filing fees were revised effective September 10, 2024. Form I filings, including green channel filings, now carry a fee of Rs 30 lakh. Form II filings carry a fee of Rs 90 lakh. These represent a substantial increase from the earlier structure of Rs 20 lakh and Rs 65 lakh respectively. In the case of joint notifications, the fee is payable jointly or severally by the notifying parties.

Pre-Filing Consultation

The CCI offers an informal, non-binding pre-filing consultation (PFC) process. Parties can discuss filing procedures, jurisdictional questions, and substantive competitive issues with CCI officers before submitting a formal notification. For substantive PFC requests, the request should be made at least 10 days before the intended filing date. Parties often use PFC to clarify whether a transaction crosses the notification thresholds or to discuss which form to use. PFC advice does not bind the CCI in its subsequent review. Appropriate confidentiality agreements should be in place before sharing deal-specific information.

The Standstill Obligation Under Section 6(2A)

Section 6(2A) of the Competition Act imposes a standstill obligation: a notifiable combination must not be given effect until the CCI grants approval or the statutory review period lapses. Parties cannot consummate the transaction, exercise ownership rights, or integrate operations until clearance is received. Section 6A, introduced by the 2023 amendment, creates a limited exception for open offers and share acquisitions through regulated stock exchanges, provided the acquirer does not exercise ownership rights until CCI approval is obtained.

CCI Review Timelines

The 2024 reforms significantly shortened the CCI's review period. In Phase I, the CCI must form a prima facie opinion within 30 calendar days of accepting the notification. This is a change from the earlier regime, which measured Phase I in working days. If the CCI does not issue any direction within this period, the combination is deemed approved. If the CCI determines that the combination may cause an appreciable adverse effect on competition (AAEC), it issues a show-cause notice and proceeds to Phase II for a detailed investigation. The overall review period is now capped at 150 calendar days from the date of notification, reduced from 210 days under the previous framework. During Phase II, parties must publish details of the combination within 7 days of the CCI forming its prima facie opinion.

Penalties for Gun-Jumping

Completing a combination without CCI approval, or violating the standstill obligation, constitutes gun-jumping under the Competition Act. Section 43A 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 be procedural (failing to notify the CCI before consummation) or substantive (giving effect to the combination before receiving approval). Companies involved in schemes of arrangement should coordinate their NCLT timelines with the CCI review process to avoid inadvertent gun-jumping. The CCI has also pursued enforcement outside the merger context, including actions against anti-competitive coordination in various industries. Entities facing cartel investigations may separately consider the leniency programme under Section 46 as a distinct compliance tool.

Key Takeaways

Merger notification is required when the combining entities or their groups cross the asset or turnover thresholds under Section 5, or when the deal value exceeds Rs 2,000 crore and the target has substantial business operations in India under the new Section 5(d)

The green channel route provides deemed approval at the point of filing for combinations with no horizontal, vertical, or complementary overlaps between the parties

Filing fees are Rs 30 lakh for Form I and Rs 90 lakh for Form II, effective September 10, 2024

The CCI must complete Phase I review within 30 calendar days, with the overall review period capped at 150 calendar days from the date of notification

Gun-jumping penalties can reach up to 1% of the total turnover or total assets of the combination under Section 43A

Pre-filing consultations with the CCI are available but non-binding, and parties should request them at least 10 days before the intended filing date