Merger control in India turns on a deceptively simple act: filing a notice. But the choice between Form I (the short form), Form II (the long form) and the newly minted Form III (for open-market acquisitions) determines how the Competition Commission of India (CCI) reads a transaction, how long the review takes, and whether the parties are exposed to crippling gun-jumping penalties. The procedure was overhauled by the Competition (Amendment) Act, 2023 and the CCI (Combinations) Regulations, 2024, which came into force on 10 September 2024 — replacing the 2011 regime that produced the leading gun-jumping jurisprudence. This chapter maps the notification procedure from threshold to clearance, anchored in the bare provisions of Sections 5, 6, 6A, 20, 29A, 31 and 43A and the Supreme Court's twin 2018 rulings that still govern when a notice must be filed and what the price of getting it wrong is.
The scheme: why notification exists at all
Indian merger control is ex ante and mandatory-suspensory. Section 6(1) of the Competition Act, 2002 declares that no person or enterprise shall enter into a combination which causes or is likely to cause an appreciable adverse effect on competition (AAEC) within the relevant market in India, and that any such combination "shall be void." Section 6(2) operationalises this prohibition by requiring that any person or enterprise proposing to enter into a combination give notice to the Commission disclosing the details of the proposed combination, in the form and on payment of the fee specified by regulations. Notification is therefore not a courtesy; it is the gateway through which the Commission exercises the screening power that Section 6(1) presupposes.
The architecture rests on three pillars. First, a jurisdictional threshold — only transactions that qualify as a "combination" under Section 5 must be notified. Second, a standstill obligation in Section 6(2A): a combination shall not come into effect until the Commission has passed orders under Section 31 or the statutory period has lapsed. Third, a penalty regime in Section 43A that disciplines failure to notify and breach of standstill. To see how a transaction reaches the threshold in the first place, read the definitions chapter on enterprise and relevant market; this chapter assumes the threshold is crossed and focuses on the procedure that follows. Combinations sit in a separate silo from the conduct provisions on anti-competitive agreements and abuse of dominance, which are policed ex post.
What must be notified: Section 5 thresholds and the deal-value threshold
Section 5 defines a "combination" by reference to asset and turnover thresholds attaching to acquisitions, acquisitions of control, and mergers or amalgamations. Where the parties (or the group to which the target will belong) cross the prescribed asset/turnover figures in India or worldwide, the transaction is a notifiable combination. The 2023 amendment retained this structure but added a fundamentally new trigger.
The Competition (Amendment) Act, 2023 inserted a new clause (d) in Section 5: a transaction is notifiable where the value of any transaction, in connection with acquisition of any control, shares, voting rights or assets, or a merger or amalgamation, exceeds rupees two thousand crore, provided the target enterprise has "such substantial business operations in India as may be specified by regulations." This deal-value threshold (DVT) closes the long-criticised gap exposed by digital-economy acquisitions where target turnover and assets were negligible but transaction value was enormous. The CCI (Combinations) Regulations, 2024 define "substantial business operations in India" — for digital and certain other enterprises, broadly where at least 10% of global users, gross merchandise value or turnover is referable to India. Critically, the DVT overrides the small-target (de minimis) exemption: a transaction above Rs 2,000 crore with substantial Indian operations must be notified even if the target would otherwise be exempt.
Section 20 governs the Commission's power to inquire into combinations and to revise the threshold values; the 2023 amendment extended Section 20 to expressly cover the clause (d) deal-value combinations and empowered the Commission to enhance, reduce, or keep level the value of assets, turnover or transaction value by notification.
When the notice must be filed: the death of the 30-day clock
The single most important procedural change of the 2023 amendment is the timing of the notice. Under the pre-amendment Section 6(2), a party was required to file "within thirty days of" the relevant trigger — board approval for a merger or amalgamation, or execution of an acquisition agreement. That 30-day deadline generated a steady stream of late-filing penalties and was widely regarded as a trap for the unwary. The 2023 amendment deleted the words "within thirty days of" and substituted "after any of the following, but before consummation of the combination."
The effect is that there is no longer a fixed filing deadline; instead, the law fixes a fixed outer limit — the notice must be filed at any time after the trigger event but before the combination is consummated. This realigns the Indian regime with the suspensory logic of most mature jurisdictions: the obligation is not to file by a calendar date but to refrain from closing until clearance. The standstill in Section 6(2A) — that the combination shall not come into effect until the Commission passes an order under Section 31 or the review period lapses — is now the real discipline, and the 2023 amendment reduced the longstop period in Section 6(2A) from two hundred and ten days to one hundred and fifty days.
The pre-2024 jurisprudence on "when" a notice was due — particularly the treatment of composite and interconnected transactions — therefore remains conceptually vital even though the 30-day window is gone. The question is no longer "did you file within 30 days?" but "did you consummate any part of the transaction before clearance?"
Form I: the short form and its default status
The notice under Section 6(2) (and a notice under Section 6A(a), discussed below) shall ordinarily be filed in Form I as specified in the Schedule to the CCI (Combinations) Regulations, 2024, duly filled in, verified, and accompanied by evidence of payment of the requisite fee. Form I is the short form: it elicits the identity of the parties and their group, the nature, details and rationale of the transaction, the relevant markets in which the parties operate, market shares, and the structure of the industry. The filing fee for Form I under the 2024 Regulations is Rs 30 lakh.
Form I is the default because the vast majority of combinations raise no serious competition concern. The Commission's expectation is that parties will self-assess against the overlap thresholds (discussed in the next section) and file Form I unless those thresholds are crossed. An incomplete Form I may be returned by the Commission; the 2024 Regulations require the Commission to point out defects within a defined period (ten working days for invalidation-type defects), and a notice rendered invalid may be re-filed without an additional fee within the prescribed window. The practical lesson for aspirants: Form I is short in pages but exacting in completeness, and an incomplete filing does not stop the clock.
Form II: the long form and the 15%/25% overlap thresholds
Form II is the detailed long form, demanding a far richer economic and market analysis. Under the CCI (Combinations) Regulations, 2024 it is preferable (and, in the Commission's expectation, ordinarily appropriate) to file in Form II where the combination gives rise to material competitive overlaps, identified by two bright-line tests:
(i) a horizontal overlap where the parties are engaged in identical or substitutable products or services and their combined market share exceeds 15% in any relevant market; or (ii) a vertical relationship where the parties are engaged at different stages of the production chain and their individual or combined market share exceeds 25% in any relevant market.
Where either threshold is crossed, the parties are expected to file the long form so that the Commission has the granular data — market definitions, shares, capacity, entry barriers, countervailing buyer power, efficiencies — needed to assess AAEC. The filing fee for Form II under the 2024 Regulations is Rs 90 lakh, reflecting the depth of scrutiny. The distinction matters because horizontal overlaps are reviewed against the cartel-adjacent concerns canvassed in the chapter on horizontal agreements, while vertical relationships invite the structured analysis discussed in the chapter on vertical agreements and the rule of reason. Choosing Form I where Form II was warranted risks an information-gap that can lead to invalidation, a stop-the-clock request under Section 29, or — if material facts are withheld — penalty exposure.
Form III and Section 6A: open offers and on-market purchases
The 2023 amendment inserted a wholly new Section 6A to solve a structural problem: how can an acquirer make an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, or buy shares from various sellers through a series of transactions on a regulated stock exchange, when the standstill obligation forbids acquiring the shares before CCI clearance? Section 6A provides that nothing in Section 6(2A) or Section 43A shall prevent the implementation of an open offer, or an acquisition of shares or convertible securities from various sellers through a series of transactions on a regulated stock exchange, from coming into effect, if two conditions are met: (a) the notice of the acquisition is filed with the Commission within such time and in such manner as may be specified by regulations; and (b) the acquirer does not exercise any ownership or beneficial rights or interest in such shares or convertible securities — including voting rights and receipt of dividends or other distributions — except as may be specified by regulations, until the combination is approved.
The CCI (Combinations) Regulations, 2024 give effect to Section 6A by prescribing Form III for the notice of an on-market acquisition under Section 6A, to be filed within a defined period (the regulations specify a thirty-day window from the acquisition), and by carving out the limited economic rights the acquirer may exercise in the interim — broadly, the right to receive dividends, bonus shares, rights issues, stock splits and buy-back proceeds, and to vote only on liquidation or insolvency — while prohibiting any influence over the target. Section 6A thus permits the acquirer to own the shares early but not to use them, preserving both the commercial logic of takeover law and the Commission's substantive review. This expressly reverses the pre-amendment position under which on-market purchases were caught by the standstill — the very position that produced the gun-jumping liability in the Supreme Court cases discussed below.
The Green Channel: deemed approval on filing
For combinations that raise no plausible competition concern, the 2023 amendment statutorily entrenched the Green Channel route, previously a creature only of regulation. New sub-sections (4) and (5) of Section 6 provide that where a combination fulfils such criteria as may be prescribed, and is not otherwise exempt, notice may be given in the form and on payment of the fee specified by regulations; and upon filing of such notice and acknowledgement by the Commission, the proposed combination shall be deemed to have been approved under Section 31(1), with no separate notice under Section 6(2) or 6(2A) required.
The qualifying criterion is the absence of any overlap: the Green Channel is available only where there are no horizontal overlaps, no vertical linkages, and no complementary relationships between the parties (and their respective groups and affiliates). The safeguard is in Section 6(6): if the Commission later finds, within the Section 20(1) period, that the combination did not meet the criteria or that the information furnished was materially incorrect or incomplete, the deemed approval is rendered void ab initio, and the Commission may pass such order as it deems fit after hearing the parties. The Green Channel therefore trades certainty for honesty — instant clearance in exchange for an accurate self-certification, with retrospective unwinding as the sanction for misuse.
Exempt categories: Schedule and the de minimis target exemption
Not every threshold-crossing transaction need be notified. Section 6(7), inserted by the 2023 amendment, empowers the prescription of categories of combinations that are exempt from the requirement to comply with sub-sections (2), (2A) and (4). The Schedule to the Combination Regulations lists categories that are ordinarily not likely to cause AAEC — for example, intra-group reorganisations involving wholly-owned entities, certain minority acquisitions made solely as an investment or in the ordinary course of business (below specified shareholding levels and without board representation or control), and acquisitions of stock-in-trade or current assets in the ordinary course of business. Combinations falling squarely within these categories need not normally be filed.
Separately, the Central Government's de minimis (small-target) exemption, revised in 2024, exempts a transaction where the value of the assets being acquired, controlled, merged or amalgamated does not exceed Rs 450 crore in India, or turnover does not exceed Rs 1,250 crore in India. This target-based exemption spares small bolt-on deals from the cost and delay of notification. But the exemption is not absolute: as noted, a transaction above the Rs 2,000 crore deal-value threshold with substantial Indian operations must be notified even where the small-target figures are not crossed. Exemption analysis is thus the first step of any notification decision and a frequent source of self-assessment error.
The review procedure: prima facie opinion, Phase II and modifications
Once a valid notice is on file, the Commission's procedure runs on a statutory timetable. Under Section 29 (read with Section 6(2A) as amended), the Commission must form a prima facie opinion on whether the combination causes or is likely to cause AAEC. The 2024 Regulations compress this Phase I review to thirty calendar days (reduced from thirty working days); if the Commission does not form a prima facie view within that period, the combination is deemed approved. Where a prima facie concern arises, the Commission moves to a Phase II inquiry: it issues a show-cause notice under Section 29(1), the parties respond, and the Commission may call for a published-notice consultation and the report of the Director General.
The 2023 amendment inserted Section 29A, which expressly empowers the Commission to accept modifications offered by the parties — or to propose modifications suo motu — even before forming a prima facie opinion, accelerating remedy negotiation. The Commission's final order is passed under Section 31: it may approve the combination (Section 31(1)), approve it subject to modifications (Section 31(2)–(3)), or direct that the combination shall not take effect where it causes AAEC that cannot be eliminated (Section 31(2)). The entire process is now bounded by the 150-day longstop in Section 6(2A): if the Commission does not pass an order within that period, the combination is deemed approved. Time consumed in furnishing further information or in defect-rectification is excluded from the computation, so the headline period is a working ceiling rather than a guaranteed timeline.
Gun-jumping: Section 43A and the Supreme Court's 2018 rulings
The discipline behind the notification obligation is Section 43A, which empowers the Commission to impose a penalty for failure to give notice of a combination. The penalty may extend to one percent of the total turnover or the assets, whichever is higher, of the combination; the 2023 amendment expanded the base to include the value of the transaction and brought breaches of the standstill obligation in Section 6(2A) within the penalty's reach, so that both procedural gun-jumping (failure to notify) and substantive gun-jumping (closing before clearance) are now penalised.
The leading authorities are two judgments delivered by the Supreme Court on the same day, 17 August 2018. In Competition Commission of India v. Thomas Cook (India) Ltd., (2018) 6 SCC 549, the Court upheld a penalty for gun-jumping where a market purchase of shares — one limb of a composite, interconnected and interdependent transaction — had already been consummated before the combination was notified. In SCM Soilfert Ltd. v. Competition Commission of India, (2018) 6 SCC 631, SCM had acquired roughly 24.46% of Mangalore Chemicals and Fertilizers Ltd. on the Bombay Stock Exchange before notifying; the Court upheld the penalty, rejecting the argument that an on-market acquisition was outside Section 6(2). Crucially, the Court held that the penalty under Section 43A is for breach of a civil statutory obligation, so mens rea is irrelevant — there is no need to show mala fides or intentional breach. These rulings cemented two principles: composite transactions must be assessed as a whole, and the standstill bites on the earliest consummating step. Section 6A now provides the statutory escape route for exactly the on-market scenario that sank SCM, by permitting acquisition of shares before clearance provided rights are not exercised.
Consummation and composite transactions: what "coming into effect" means
Because the obligation now is to file "before consummation," the meaning of consummation is decisive. The Commission and the courts have read it broadly: it is not limited to formal completion or transfer of legal title but extends to steps that give the acquirer practical economic interest or influence. In In re Hindustan Colas Private Limited, the Commission held that payment of a refundable deposit under a share purchase agreement amounted to pre-payment of consideration and thus partial consummation of the transaction before approval, attracting a penalty (Rs 5 lakh) under Section 43A. The lesson is that financial steps — earnest money treated as part-consideration, integration of operations, exercise of voting rights — can constitute consummation even where shares have not formally changed hands.
For composite transactions — a single economic combination achieved through several agreements or steps — the Thomas Cook principle requires the parties to look at the transaction as a whole. The Commission's Regulations recognise interconnected steps that are inter-dependent on one another and form part of one combination; the notice must capture the entire structure, and no individual step may be consummated before clearance. This is why structuring matters: a tranche, an interim covenant, or an early on-market purchase can convert a clean filing into a gun-jumping liability. The Eli Lilly matter (Combination registration C-2015/07/289), arising from the acquisition of Novartis AG's global veterinary pharmaceuticals business, illustrates the Commission's willingness to act under Section 43A for procedural lapses in notification even in routine multinational carve-outs.
Pre-filing consultation and practical filing strategy
The Combinations Regulations preserve the facility of pre-filing consultation (PFC) with the Commission — an informal, non-binding mechanism by which parties may discuss the appropriate form, the relevant market definition, the completeness of information, and likely concerns before formally filing. PFC is voluntary and does not bind the Commission, but it materially reduces the risk of invalidation and stop-the-clock requests. In practice, sophisticated filers use PFC to confirm whether Form I will suffice or whether the 15%/25% overlap thresholds compel Form II, and to agree the scope of relevant-market data.
The practical decision tree for an aspirant to memorise: first, is there a notifiable combination under Section 5 (including the Rs 2,000 crore deal-value threshold) and is the small-target or Schedule exemption available? Second, if notifiable, is there any horizontal, vertical or complementary overlap — if none, the Green Channel gives deemed approval on filing. Third, if overlaps exist, do the combined-share figures cross 15% (horizontal) or 25% (vertical) so that Form II is appropriate rather than Form I? Fourth, is the acquisition an open offer or on-market purchase that should be filed in Form III under Section 6A? Fifth, throughout, ensure no step is consummated before clearance, lest Section 43A and the Thomas Cook / SCM Soilfert line of authority apply. The whole edifice connects back to the foundational policy aims surveyed in the introduction to the Competition Act and is best studied alongside the wider Competition Act notes hub.
Exam takeaways: the points that recur
For judiciary and CLAT-PG examinations, the high-yield propositions are these. (1) Notification under Section 6(2) is mandatory and suspensory; the combination is void if it causes AAEC (Section 6(1)). (2) The 2023 amendment removed the 30-day deadline — the notice must now be filed "before consummation," and the Section 6(2A) longstop fell from 210 to 150 days. (3) Form I is the default short form (fee Rs 30 lakh); Form II is the long form used where combined share exceeds 15% horizontally or 25% vertically (fee Rs 90 lakh); Form III is the Section 6A form for open offers and on-market purchases. (4) The new deal-value threshold (Rs 2,000 crore + substantial Indian operations) catches digital-economy deals and overrides the de minimis exemption. (5) The Green Channel grants deemed approval on filing where there is no overlap, voidable ab initio for false self-certification (Section 6(6)). (6) Gun-jumping is penalised under Section 43A (up to 1% of turnover/assets/deal value), now covering substantive as well as procedural breaches. (7) The governing case law — CCI v. Thomas Cook (India) Ltd., (2018) 6 SCC 549, and SCM Soilfert Ltd. v. CCI, (2018) 6 SCC 631 — establishes that composite transactions are assessed as a whole and that Section 43A is a civil penalty requiring no mens rea.
Frequently asked questions
What is the difference between Form I and Form II?
Form I is the default short-form notice used for most combinations; its fee under the 2024 Regulations is Rs 30 lakh. Form II is the detailed long-form notice, ordinarily appropriate where the parties have a horizontal overlap with combined market share exceeding 15%, or a vertical relationship with individual or combined share exceeding 25%, in any relevant market; its fee is Rs 90 lakh. Form II demands far richer market and economic data so the Commission can assess appreciable adverse effect on competition.
Is there still a 30-day deadline to file a combination notice?
No. The Competition (Amendment) Act, 2023 deleted the words "within thirty days of" in Section 6(2) and substituted "after any of the following, but before consummation of the combination." There is now no fixed filing deadline; the obligation is to notify before closing. The real discipline is the standstill in Section 6(2A) and the gun-jumping penalty in Section 43A. Note Section 6A acquisitions (open offers and on-market purchases) carry their own regulation-prescribed window, specified as thirty days from the acquisition.
What is Form III and Section 6A?
Section 6A, inserted in 2023, allows an acquirer to implement an open offer under the SEBI Takeover Regulations, or buy shares from various sellers on a regulated stock exchange, before CCI clearance, provided the notice is filed within the prescribed time and the acquirer does not exercise ownership or beneficial rights (voting, dividends) until approval. Form III under the 2024 Regulations is the notice form for such Section 6A acquisitions. It reverses the position in SCM Soilfert, where an on-market purchase before notification attracted a gun-jumping penalty.
What is the deal-value threshold?
The 2023 amendment inserted Section 5(d): a transaction is notifiable where its value exceeds Rs 2,000 crore and the target has substantial business operations in India, as defined by the 2024 Regulations (broadly, at least 10% of global users, gross merchandise value or turnover referable to India for digital enterprises). The deal-value threshold catches large digital-economy acquisitions with low target turnover and overrides the small-target de minimis exemption.
What is gun-jumping and what penalty applies?
Gun-jumping is closing or partly consummating a notifiable combination before CCI clearance, or failing to notify at all. Section 43A empowers a penalty extending to one percent of the total turnover or assets (and, post-2023, the value of the transaction), whichever is higher. In CCI v. Thomas Cook (India) Ltd., (2018) 6 SCC 549, and SCM Soilfert Ltd. v. CCI, (2018) 6 SCC 631, the Supreme Court held the penalty is a civil sanction requiring no mens rea, and that composite transactions must be assessed as a whole. In Hindustan Colas, even a refundable deposit was treated as partial consummation.
What is the Green Channel route?
The Green Channel, given statutory force by Section 6(4)–(5) in 2023, grants deemed approval under Section 31(1) on the filing and acknowledgement of the notice, with no separate Section 6(2) notice required. It is available only where there are no horizontal overlaps, no vertical linkages and no complementary relationships between the parties and their groups. Under Section 6(6), if the self-certification was materially incorrect or the criteria were not met, the deemed approval is void ab initio after a hearing.