The CCI (Combinations) Regulations, 2024

The Combination Regulations of 2024 replaced those of 2011 and brought the merger regime into line with the amendment of 2023. They were notified on 9 September 2024 and came into force on 10 September 2024, together with the rules made by the Central Government on exemptions and on the minimum value of assets or turnover. Between them these instruments operationalised the deal value threshold, defined substantial business operations in India, restated the exempt categories, revised the forms and fees, and gave effect to the shortened review timelines.

1. What the Regulations Do

1. Notification. The form in which a combination is notified, the particulars required, the documents to accompany the notice, the verification, and the fee.
2. The deal value threshold. The computation of the value of a transaction, and the tests by which a target is treated as having substantial business operations in India.
3. Exempt categories. The transactions that need not be notified, formerly listed in Schedule I to the regulations of 2011 and now largely set out in the Competition (Criteria for Exemption of Combinations) Rules, 2024.
4. The green channel. Automatic deemed approval on filing for transactions with no horizontal overlap, no vertical relationship and no complementary relationship.
5. Review. The manner in which the Commission examines a notice, seeks information, invites public comment in a detailed investigation, and considers modifications.
6. Interconnected transactions. The treatment of a transaction carried out through a series of interdependent steps as a single composite combination.

2. The Forms and Fees

• Form I is the short form and is used for most transactions, including those with no or limited overlap.
• Form II is the long form, used where the overlaps are significant and the regulations or guidance so indicate.
• Fees were revised upward in 2024, the fee for Form II being ninety lakh rupees and the fee for Form I being lower. Because fees and thresholds are revised by notification, the current figures should be checked against the regulations rather than taken from a textbook.
• Pre-filing consultation with the Commission is voluntary, informal and not binding, and is used to settle questions of notifiability and of the appropriate form.

3. The Deal Value Threshold and Substantial Business Operations

Section 5(d) requires notification where the value of the transaction exceeds two thousand crore rupees and the target has substantial business operations in India. The regulations supply the content of both limbs.

1. Value. Every valuable consideration, whether direct or indirect, immediate or deferred, including consideration for non-compete covenants, for interconnected arrangements such as technology assistance, licensing or usage rights, the value of call and put options and of convertible instruments, and contingent or deferred amounts. Where the value cannot be determined with reasonable certainty, the transaction is treated as crossing the threshold.
2. Substantial business operations, digital services. The number of business users or end users in India is ten per cent or more of the target's global total.
3. Substantial business operations, other cases. The gross merchandise value in India for the preceding twelve months is ten per cent or more of the global figure and exceeds five hundred crore rupees; or the turnover in India for the preceding financial year is ten per cent or more of global turnover and exceeds five hundred crore rupees.

4. The Green Channel

A notice filed under the green channel is deemed approved on the date of filing. The route is available where the parties, their group entities and entities in which they hold a direct or indirect share or control have no horizontal overlap, no vertical relationship and no complementary relationship. The declaration is the parties' own, and its consequence is severe: if the declaration is found to be incorrect, the filing is void ab initio and the transaction is treated as having been consummated without approval, attracting the gun-jumping penalty under Section 43A.

5. Timelines

• Thirty days for the Commission to form its prima facie opinion on whether the combination is likely to cause an appreciable adverse effect.
• One hundred and fifty days as the outer limit for the Commission to pass an order, reduced from two hundred and ten by the amendment of 2023, after which the combination is deemed approved.
• Clock stops. The regulations provide for the exclusion of periods taken by the parties to respond to requests for information, which is how the Commission manages complex cases within the outer limit.

6. Related Topics and Provisions