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Threshold for proposed combination (acquirer + target)        Threshold for group post acquisition
In India        In or outside India        In India        In or outside India
Assets        Assets        Assets        Assets
Jointly worth more than INR 3,000 Crores (INR 30 billion)        Jointly worth more than USD 1500 million (including assets worth at least INR 1500 Crores (INR 15 billion) in India)        Jointly worth more than INR 12,000 Crores (INR 120 billion)        Jointly worth more than USD 6 billion (including assets worth at least INR1500 Crores (INR 15 billion) in India)
Turnover        Turnover        Turnover        Turnover
Jointly worth more than INR 9,000 Crores (INR 90 billion)        Jointly worth more than USD 4.50 billion (including at least INR4,500 Crores (INR 45 billion) in India)        Jointly worth more than INR 36,000 Crores (INR 360 billion)        Jointly worth more than USD 18 billion (including at least INR 4500 Crores (INR 45 billion) in India)"
    }
  },{
    "@type": "Question",
    "name": "Procedure Of Filing",
    "acceptedAnswer": {
      "@type": "Answer",
      "text": "Trigger

It is mandatory to notify the CCI of the combination in the event that the jurisdictional thresholds are met and exemptions are unavailable. The Competition Act prescribes that notifying parties must file a notification with the CCI within 30 calendar days of:
Public financial institution (PFI)
Foreign institutional investor (FII)
Bank or venture capital fund (VCF)
Execution of any agreement or other document for acquisition under Section 5(a) or acquisition of control under Section 5(b).
The Combination Regulations clarify that the term ‘other document’ means any binding document, by whatever name, that conveys an agreement or decision to acquire control, shares, voting rights or assets.
The CCI has up to 210 days from the date of notification to approve or prohibit a notified combination. It should be noted that the 30-working- day periods for the parties to submit amendments to proposed modifications, and for them to accept the CCI’s original modifications in case the modifications are not accepted, are excluded from this 210-day time period.
Additionally, the CCI follows a practice of excluding any time extensions sought by parties for responding to the CCI’s additional requests for information, from the 210-day time period (although the Competition Act and Regulations are silent on this aspect).
There are no provisions to speed up the review timetable and parties who wish to gain early clearance should comply with all information requests expeditiously. In practice, CCI clearance can take anywhere between 60 and 90 days even for no-issues transactions. Transactions with substantial overlaps can take significantly
In the event the CCI believes the transaction will cause or is likely to cause an AAEC (Appreciable adverse effect on competition) in India, the transaction will be treated as void, and all actions taken in pursuit of the void transaction shall also be v In such a case, the CCI has the power to unwind the transaction, though this has not happened to date. The CCI also has the power to reduce the scope of ancillary restrictions such as non-compete provisions and can also order divestiture of assets. There is no express restriction on the types of remedies that the CCI can accept in order to address AAEC concerns
Time of Filing Notification

A combination must be notified to the CCI within 30 days of either:
Execution of any binding agreement for acquisition
Passing of the board resolution approving the combination (in the case of a merger/amalgamation).
Final approval of the proposal of merger or amalgamation under Section 5(c) of the Competition Act by the board of directors of the enterprises concerned; or

However, by way of exception, a post facto notification must be filed within seven days from the date of the acquisition for share subscriptions, financing facilities or any acquisition made under an investment agreement or a covenant in a loan agreement by any of the following:
Form of Filing
The Combination Regulations prescribe three forms for filing a merger notification. Notifications are usually filed in Form I (i.e., short form). However, the parties can file a merger notification in Form II (i.e., long form). The Combination Regulations recommend that Form II notifications be filed for transactions where the parties to the combination are:
Competitors with a combined market share in the same market of more than 15%; or
Active in vertically linked markets, where the combined or individual market share in any of these markets is greater than 25%.
Form II requires extremely detailed information – far more than that required by the (long form) Form CO under the EU Merger Regulation or a second request pursuant to the US Hart Scott Rodino Act. This information includes detailed descriptions of products, services and the market as a whole, including:
The relative strengths and weaknesses of competitors;
Estimates of a minimum viable scale required to attain cost savings;
The costs of entry; and
The impact of research and development
No pre-notification procedure exists. It is possible to conduct pre-notification consultations with the CCI on procedural and substantive issues. Consultations are oral, informal and non-binding. The merger control regime has a standstill requirement and no part of a transaction can be implemented until approval has been obtained.
Fees
At present, the filing fee for notice filed in Form I is Rs 15,00,000
In Form II is Rs 50, 00,000 (See Regulation 11 of the Combination Regulations).
No fee is payable for filing the notice in Form III."
    }
  },{
    "@type": "Question",
    "name": "What are Joint Ventures",
    "acceptedAnswer": {
      "@type": "Answer",
      "text": "The formation of a joint venture (JV) is not specifically covered by Section 5 of the Competition Act. Section 5 covers the acquisition of an “enterprise” and mergers and amalgamations of “enterprises”. The term “enterprise” is defined under the Competition Act.
It effectively refers to a “going concern” that is already conducting or has previously conducted business. A purely “Greenfield” JV (that is, a new project with no previous work) is unlikely to be considered as an enterprise, and will therefore not fall within the scope of Section 5.
However, setting up a “Brownfield” JV (where parents are contributing existing assets or businesses, or conferring control over these assets/businesses to the JV) where the jurisdictional thresholds are met, is notifiable as it relates to the acquisition of an enterprise under the Competition Act.
There is presently very little guidance from the CCI of India in relation to the treatment of JVs or the criteria it applies in determining if a transaction is Greenfield or Brownfield.
Substantive Test for Clearance

In order to determine whether a combination will have or be likely to have an AAEC, the CCI may consider all or any of the following factors stated in section 20(4) of the Competition Act:

actual and potential level of competition through imports in the market;
extent of barriers to entry in the market;
level of combination in the market
degree of countervailing power in the market
likelihood that the combination would result in the parties to the combination being able to significantly and sustainablily increase prices or profit margins
Remedies and ancillary restraints

extent of effective competition likely to sustain in a market
extent to which substitutes are available or are likely to be available in the market
market share, in the relevant market, of the persons or enterprise in a combination, individually and as a combination
likelihood that the combination would result in the removal of a vigorous and effective competitor or competitors in the market
nature and extent of vertical integration in the market
possibility of a failing business
nature and extent of innovation
relative advantage, by way of the contribution to the economic development, by any combination having or likely to have an AAEC
whether the benefits of the combination outweigh the adverse impact of the combination, if any."
    }
  },{
    "@type": "Question",
    "name": "Foreign ownership",
    "acceptedAnswer": {
      "@type": "Answer",
      "text": "The exchange control regulations primarily govern foreign ownership of assets in India. These regulations list certain sectors:

Where prior approval of the government is required before an investment can be made by a non-resident (e.g., investments in the defence sector)
With restrictions on the investment limits that a non-resident can make (e.g., foreign direct investment in infrastructure companies is permitted only up to 26% without having to obtain the government’s prior approval)
Which have conditions that must be fulfilled before making foreign investment (e.g., investment in a non-banking financial company is subject to certain minimal capitalisation norms); and
In which foreign investment is completely prohibited.
Foreign to Foreign Transactions

As per the jurisprudence developed so far from CCI orders, as long as the prescribed thresholds mentioned above are met, and the “de minimis” exemption as well as the possible exclusions mentioned in Schedule I of the Combination Regulations are not applicable, the transaction needs to be notified to CCI for its approval before consummation irrespective of the fact that the transaction is taking place entirely outside India.
Until the end of March 2014, the Regulations provided an exemption for transactions between parties outside India provided there was insignificant local nexus and effects on markets in India. The CCI interpreted the exemption narrowly, rendering it virtually redundant. To remove uncertainty in this regard, the CCI withdrew the exemption, so that foreign-to-foreign transactions satisfying the standard assets and turnover thresholds under the Competition Act, and not covered by any of the other exemptions, will have to be notified even if there is no local nexus and effects on markets in India. However, the absence of a local nexus and effects may expedite the review and clearance process by the CCI.
In this context, it is important to mention that the CCI, by an amendment to Schedule I of the Combination Regulations, has deleted one category which originally provided for exclusion of combinations taking place entirely outside India with insignificant local nexus and effect on markets in India.
It is also pertinent to mention that the CCI does not differentiate between combinations taking place in India or outside India in case of any violation of the provisions of the Act, particularly in the matter of adhering to the prescribed timelines.
There are currently no other special rules under the Competition Act governing merger control review for foreign investment or specific sectors such as telecoms, pharmaceuticals, the media, oil and natural gas. In addition, there are non-competition regulatory approvals, which may be required, depending on the sector in which the investment is being made."
    }
  }]
}
</script>

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<p>The Competition Act 2002 is the principal legislation that regulates combinations such as acquisitions, mergers, amalgamations, and de-mergers in India. Additionally, the Competition Commission of India (CCI) is the statutory authority responsible for evaluating and assessing whether the above-mentioned combinations cause or are likely to cause an appreciable adverse effect on competition within the relevant markets in India. Our team of Competition/Antitrust lawyers is involved in precedent-setting matters, with expertise spanning across regulation of combinations, cartels, abuse of dominance issues, preventive compliance work along with actively filing leniency applications. </p>

<p>We have affirmed the rights of our clients against the unfair conduct and abuse of dominant position by others and vice versa. Our experience across a wide range of industries and practice areas in courts and quasi-judicial bodies equips us to handle civil and criminal antitrust litigation.</p>

<p>Our lawyers represent clients from different industry sectors before the High Court, Competition Commission of India, and Competition Appellate Tribunal (COMPAT).</p>

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