Combination

What counts as a combination

Three kinds of transactions can be combinations. An acquisition of shares, voting rights, assets or control of an enterprise. A merger or amalgamation between enterprises. And, since the 2023 Amendment, any acquisition of control or shares where the deal value crosses the prescribed threshold even if the traditional asset and turnover thresholds are not met. Control itself is a wide concept: it includes the ability to manage the affairs of an enterprise or to influence its strategic commercial decisions, whether through shareholding, voting rights, board control or contractual arrangements.

Notification thresholds

A transaction is notifiable when it crosses the Section 5 thresholds, which look at the parties and at the group they belong to. The asset and turnover thresholds are the older test: parties with assets above Rs 2,000 crore in India or turnover above Rs 6,000 crore in India, and groups with assets above Rs 8,000 crore or turnover above Rs 24,000 crore, with corresponding worldwide figures carrying an Indian nexus. The Competition (Amendment) Act, 2023 added the deal value threshold: a transaction valued above Rs 2,000 crore is notifiable if the target has substantial business operations in India. This catches high-value acquisitions of asset-light businesses — especially in digital markets — that the old thresholds missed entirely.

The review process

Parties file notice with the CCI, ordinarily in Form I, or in Form II for transactions with significant overlaps. The CCI first forms a prima facie opinion, within 30 days under the amended timeline, on whether the combination is likely to cause an appreciable adverse effect on competition. If it sees no such likelihood, it approves. If it does, it opens a detailed investigation, invites objections from the public and affected parties, and may approve with modifications or, in rare cases, prohibit the combination. The outer limit for the whole process is now 150 days from notice, reduced from 210 days by the 2023 Amendment. Until approval, the parties must keep their businesses separate — gun-jumping, or closing before approval, can attract a penalty of up to one per cent of total turnover or assets, whichever is higher.

The green channel

For combinations with no horizontal, vertical or complementary overlap between the parties, the CCI operates a green channel: the transaction is deemed approved on filing. The idea is to let plainly harmless deals through instantly while concentrating scrutiny where overlaps exist. The green channel depends on honest self-assessment — a wrong claim of no overlap can lead to the approval being voided and penalties following.

The 2024 regulations

The CCI (Procedure in regard to the transaction of business relating to combinations) Regulations, 2024 replaced the 2011 regulations and operationalised the amended Act: new forms, the deal value threshold framework, revised timelines, and updated fee and filing mechanics. For practitioners, the 2024 regulations are now the working rulebook for every notifiable transaction.

Why it matters

Combination control is where competition law meets deal-making. For acquirers, it decides timelines, deal certainty and whether remedies will be demanded. For the market, it is the filter that stops a merger from quietly creating a dominant player or removing the closest competitor. Any company planning an acquisition in India must therefore ask, at the term-sheet stage itself, whether the deal is a notifiable combination — because discovering it after signing can delay or derail the transaction.

Questions readers ask

Do minority acquisitions need notification? They can. The test is not the size of the stake alone but whether the acquisition confers control or crosses the Section 5 thresholds — a minority stake with veto rights over strategic decisions can amount to control. Are intra-group transactions exempt? Certain categories are exempt under the Combination Regulations, such as acquisitions within the same group where there is no change in control, but the exemption must be checked against the current regulations for each deal. What if the parties sign but do not close before approval? Signing is not the problem; closing is. Parties may sign and even announce, but they must not integrate operations or exercise control before the CCI approves.

The position today

The Combination Regulations, 2024 now govern every notifiable deal, and the deal value threshold is operational — high-value acquisitions of businesses with substantial operations in India must be notified even when the old asset and turnover thresholds are not crossed. The green channel continues for no-overlap deals, and the 150-day outer limit keeps timelines predictable. For deal teams, combination analysis has moved from a closing checklist to a signing-stage question: threshold, form, timeline and remedy risk are all assessed before the term sheet is final.