By S&S Co. Advocates & Solicitors · Published 25 September 2026 · Informational content, not legal advice. See our disclaimer
What Counts as a 'Combination'
Under the Competition Act, 2002, an acquisition of shares, voting rights, control or assets, and certain mergers and amalgamations, can qualify as a 'combination' requiring prior notice to and approval of the Competition Commission of India before the transaction is given effect. Historically, whether a transaction crossed this threshold depended on the asset value or turnover of the parties, tested against thresholds revised periodically by the government.
The Deal Value Threshold: A Newer, Additional Test
The Competition (Amendment) Act, 2023 introduced a further, independent trigger: a transaction with a deal value exceeding a prescribed threshold requires CCI notification if the target has 'substantial business operations in India,' even where the target's own asset or turnover figures fall well below the traditional thresholds. This test was specifically designed to capture acquisitions of asset-light, data-rich or early-stage digital businesses that could previously close without CCI scrutiny simply because their balance sheets were small relative to the price paid for them.
Deal teams evaluating any acquisition of a technology, platform, or digital-economy target should run the deal value threshold analysis as a matter of course, even where the target looks too small to trigger the older asset/turnover tests.
Exemptions Worth Checking
Certain categories of transactions are exempt or benefit from a streamlined 'green channel' notification process: including, in defined circumstances, transactions where the parties have no horizontal overlap, vertical relationship or complementary business activity in India. Whether a specific deal genuinely qualifies for green-channel treatment requires a careful, fact-specific assessment, since an incorrect self-assessment can expose the parties to a later CCI challenge even after closing.
Timing and Consequences of Getting It Wrong
A combination that requires notification cannot be given effect until CCI approval is obtained (or the statutory waiting period lapses), and 'gun jumping' (implementing the transaction, or exchanging competitively sensitive information and integrating operations, before clearance) can attract significant penalties regardless of whether the underlying deal is ultimately cleared on the merits.
Building the CCI notification and review timeline into the overall deal schedule from the term sheet stage, rather than treating it as a late-stage formality, avoids avoidable closing delays and gun-jumping risk.
Frequently Asked Questions
Does a deal need CCI approval only if the target is large?
Not necessarily. The deal value threshold introduced by the Competition (Amendment) Act, 2023 can require notification for a transaction of sufficient deal value even where the target's own assets or turnover are comparatively small, provided the target has substantial business operations in India.
What is 'gun jumping' and why does it matter?
Gun jumping refers to implementing a notifiable combination, or exchanging competitively sensitive information and beginning integration, before CCI clearance is obtained. It can attract penalties independently of whether the transaction itself would have been cleared.
Are all acquisitions notifiable to the CCI?
No. Certain categories of transactions are exempt or eligible for the streamlined green-channel process, but whether a specific deal qualifies requires a fact-specific assessment rather than an assumption based on deal size alone.
When should CCI analysis begin in a deal timeline?
As early as the term sheet stage: building the review and any waiting period into the overall closing schedule avoids delays and reduces the risk of inadvertent gun jumping.
References & Further Reading
This article references the following statutory provisions. Readers should always verify current rules, fees and timelines against the applicable statute and rules as amended, since these are revised from time to time.
- Competition Act, 2002, Sections 5 and 6, as amended.
- Competition (Amendment) Act, 2023, on the deal value threshold.
- Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, as amended.