CCI Merger Control India 2026: Deal Value Threshold, Material Influence & Filing Process Guide
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CCI Merger Control India 2026: Deal Value Threshold, Material Influence & Filing Process Guide

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Last verified: April 2026

CCI merger control in India changed fundamentally in 2024. The Competition (Amendment) Act, 2023 introduced a deal value threshold of ₹2,000 crore, codified the “material influence” standard of control, and cut the merger review period from 210 to 150 days. If you are working on any M&A transaction in India — acquisition, merger, amalgamation, or PE/VC deal — you must understand these changes before structuring your deal.

This guide covers the complete CCI merger control framework as it stands in 2026. The notification thresholds (all four tests), the filing process (Form I, Form II, Green Channel), the review timeline, penalties for gun jumping, and every exemption that could save your client a filing. Whether you are a junior M&A lawyer filing your first combination notice or a PE fund evaluating whether an acquisition triggers CCI scrutiny, this is your single reference.

Table of Contents

What Changed in India’s Merger Control Regime (2024-2026)

India’s merger control regime underwent its most significant overhaul since the Competition Act, 2002 first became operational. The changes affect every M&A transaction — from billion-dollar PE deals to mid-market acquisitions of digital startups.

Competition Amendment Act 2023: Key Changes

The Competition (Amendment) Act, 2023 introduced four structural changes to merger control:

  • Deal Value Threshold (DVT) — Section 5(d) creates a new notification trigger at ₹2,000 crore transaction value, regardless of the target’s assets or turnover. Effective 10 September 2024.
  • Material Influence standard — codifies “ability to exercise material influence” as the legal standard for “control,” replacing the earlier ambiguity between material and decisive influence.
  • Shorter review timelines — total merger review period reduced from 210 days to 150 calendar days.
  • Substantive gun jumping penalty — new penalty provision under Section 43A for consummating a combination before CCI approval, up to 1% of total turnover or assets.

New Combinations Regulations 2024

The CCI simultaneously notified new Combinations Regulations to operationalise these changes. The key procedural updates include:

  • Enhanced filing fees — Form I: ₹30 lakh; Form II: ₹90 lakh
  • Prima facie opinion timeline changed from 30 working days to 30 calendar days
  • Revised guidance notes for Form I and Form II
  • Updated Green Channel filing requirements
  • Pre-filing consultation available via video conferencing

These are not cosmetic changes. The DVT alone means transactions that previously escaped CCI scrutiny — particularly acquisitions of high-value digital companies with low turnover — now require mandatory notification and approval.

CCI Notification Thresholds: When Must You File

CCI notification is mandatory if your transaction meets any one of the four threshold tests under Section 5. You do not need to meet all four — triggering any single test makes filing mandatory.

Asset and Turnover Thresholds (Section 5)

The MCA revised these thresholds by 150% effective 7 March 2024. These are the current numbers:

Test India Threshold Worldwide Threshold Applies To
Parties Test — Assets Combined assets > ₹1,250 crore in India Combined assets > USD 5 billion worldwide Acquiring + target entities combined
Parties Test — Turnover Combined turnover > ₹3,750 crore in India Combined turnover > USD 15 billion worldwide Acquiring + target entities combined
Group Test — Assets Group assets > ₹5,000 crore in India Group assets > USD 20 billion worldwide Group of the entity being acquired
Group Test — Turnover Group turnover > ₹15,000 crore in India Group turnover > USD 60 billion worldwide Group of the entity being acquired

A filing is required if the transaction meets EITHER the India threshold OR the worldwide threshold — not both. The domestic nexus is established if the India threshold is met for any one test.

Deal Value Threshold — ₹2,000 Crore (Section 5(d))

This is the most important change. Section 5(d) requires CCI notification when:

  • The transaction value exceeds ₹2,000 crore (approximately USD 240 million)
  • The target enterprise has “substantial business operations in India” (SBOI)

Transaction value includes all forms of consideration — direct, indirect, immediate, and deferred. This means earn-outs, contingent payments, stock options, and deferred consideration all count toward the ₹2,000 crore threshold.

The critical impact: the DVT overrides the de minimis exemption. Even if the target’s Indian assets are below ₹450 crore and turnover below ₹1,250 crore, the DVT still applies if the deal value exceeds ₹2,000 crore and the target has SBOI.

This was designed to close the enforcement gap the Competition Law Review Committee (CLRC) identified — high-value acquisitions of asset-light digital companies that escaped CCI scrutiny because the target had minimal assets or turnover in India.

Substantial Business Operations in India (SBOI) Test

The SBOI test determines whether the target has sufficient nexus with India to trigger the DVT. The criteria differ for digital and non-digital sectors:

Sector SBOI Criteria Threshold
Non-digital Indian turnover as percentage of global turnover > 10% of global turnover from all products/services AND > ₹500 crore
Digital Indian turnover OR Indian users as percentage of global users > 10% of global turnover from all products/services, OR ≥ 10% of global business/end users in India

The digital sector test is intentionally broader. A digital platform with ₹50 crore Indian turnover but 15% of its global users in India would meet the SBOI test — even though its Indian turnover alone would not trigger the traditional thresholds.

What M&A Lawyers Are Actually Asking About CCI Filings

The DVT and material influence changes have created significant confusion in M&A practice. Here are the real questions surfacing in legal communities and professional forums.

A recurring question on LinkedIn discussions among M&A lawyers: “Does the DVT apply to my PE fund’s investment if it’s structured as a Series C with a post-money valuation above ₹2,000 crore?” The answer depends on the actual transaction value — the consideration paid — not the post-money valuation. A ₹500 crore investment in a company valued at ₹3,000 crore has a transaction value of ₹500 crore, not ₹3,000 crore.

Another common concern in practice: “Can we structure around the DVT by splitting the transaction into multiple tranches?” The CCI’s revised FAQs (May 2025) address this directly. Connected transactions are aggregated for DVT purposes. Splitting a ₹2,500 crore acquisition into two ₹1,250 crore tranches does not avoid filing.

A question frequently raised by startup advisors: “My client is acquiring a pre-revenue Indian startup for ₹2,500 crore. The target has zero turnover and minimal assets. Do we still need CCI approval?” Yes — if the target has SBOI (10%+ of global users in India for digital companies), the DVT applies regardless of the target’s financial position. This is precisely the gap the DVT was designed to close.

Material Influence: The New Standard of “Control”

The Competition (Amendment) Act, 2023 codified “material influence” as the legal standard for determining when an entity acquires “control” over another. This was the CCI’s longstanding practice — but it is now statute.

Material Influence vs Decisive Influence

Understanding the difference is critical for structuring any investment or acquisition:

Standard Definition Practical Implication
Material Influence (India — current standard) The ability to exercise material influence over the management, affairs, or strategic commercial decisions of another enterprise Even minority investments (15-20%) with board seats or veto rights can trigger filing
Decisive Influence (EU/older standard) The ability to determine the strategic commercial behaviour of an undertaking Higher bar — typically requires majority control or equivalent contractual rights

Material influence is the lowest standard of control globally. India deliberately chose this lower bar to capture a wider range of transactions — including minority investments that give the acquirer influence without majority ownership.

Factors CCI Considers for Material Influence

The CCI assesses material influence based on a combination of factors. No single factor is determinative — CCI looks at the overall picture:

  • Shareholding — even 10-15% shareholding can indicate material influence if combined with other factors
  • Board representation — right to nominate even one director on the board
  • Veto rights — affirmative voting rights on strategic matters (budget, key hires, business plan)
  • Special rights — anti-dilution rights, pre-emptive rights, tag-along/drag-along rights
  • Financial arrangements — significant loan exposure, debt covenants that restrict commercial decisions
  • Technology or IP dependency — target’s dependence on the acquirer’s technology platform
  • Commercial relationships — being the dominant customer or supplier giving economic leverage
  • Status and expertise — industry expertise that practically influences decision-making

In practice, this means PE/VC investments with standard protective rights (board seat + veto on certain matters) can trigger CCI filing requirements — even at the Series A stage if the asset/turnover thresholds are met at the group level. LawSikho’s M&A Practice Community covers material influence analysis in depth as part of deal structuring training.

Step-by-Step CCI Combination Filing Process

Once you determine that your transaction requires CCI notification, the filing process follows a structured path. Getting this right the first time is critical — incomplete filings restart the clock and delay deal closure.

Step 1: Pre-Filing Consultation (PFC)

The CCI offers informal pre-filing consultations to help parties assess filing requirements. The PFC is optional but strongly recommended for complex transactions.

When to request a PFC:

  • Uncertainty about whether the transaction triggers notification thresholds
  • Complex deal structures (multi-step transactions, partial acquisitions)
  • Determining whether Green Channel is available
  • Clarifying which form (I or II) is appropriate
  • Cross-border transactions with Indian nexus questions

PFC timelines and process:

  • Request for substantive issues: at least 10 days before intended filing date
  • Request for interpretational issues: at least 5-7 days before the meeting
  • Available via video conferencing (no need to travel to New Delhi)
  • CCI’s views during PFC are non-binding — they are informal guidance only
  • No fee for PFC (the fee applies only to the actual filing)

Step 2: Filing Form I (Short Form Notice)

Form I is the standard filing form used for most transactions. You file Form I unless the transaction triggers the market share thresholds requiring Form II.

Form I requirements — key information and documents:

  • Transaction description — scope of the combination, deal structure, timeline
  • Parties’ details — all entities involved, their group structures, ultimate beneficial owners
  • Rights arising from combination — veto rights, board nomination rights, affirmative voting rights, information sharing rights
  • Constituents of transaction value — for DVT filings, detailed breakdown of all consideration (direct, indirect, deferred, contingent)
  • Market information — relevant product and geographic markets, market shares of parties
  • Overlap analysis — horizontal overlaps and vertical relationships between the parties
  • Competitive assessment — entry barriers, buyer power, countervailing constraints
  • Certified copies of orders/decisions from other jurisdictions — if the transaction has been reviewed by other competition authorities
  • Competition history — any proceedings before CCI or other competition authorities in the last 5 years
  • Designated contact person — senior officer/manager with knowledge of the business for CCI meetings

Filing fee: ₹30 lakh

Step 3 (If Required): Form II (Long Form)

Form II is mandatory when the post-combination market shares exceed specified thresholds:

  • Combined market share > 15% in any horizontally overlapping market
  • Individual or combined market share > 25% in any vertically related market

Form II requires significantly more detailed information — economic analysis, efficiencies arguments, remedy proposals, and detailed competitive effects assessment. Most Form II filings involve engagement of competition economists.

Filing fee: ₹90 lakh

The parties may also voluntarily file Form II even when Form I would suffice — this is sometimes done when the transaction is complex and parties want to provide comprehensive information upfront to avoid CCI requests for additional information.

Green Channel Route: Deemed Approval on Filing

The Green Channel is the fastest route — the combination is deemed approved on the date the CCI acknowledges receipt of the filing. No waiting period.

Eligibility for Green Channel:

  • No horizontal overlaps between the parties in any relevant market
  • No vertical relationships between the parties in any relevant market
  • No complementary activities that could raise competition concerns

The filing party must submit Form I along with a declaration confirming eligibility for Green Channel. If CCI later discovers that the declaration contained false information, penalties under Section 44 apply (for false statements) in addition to Section 43A penalties for gun jumping.

Green Channel is most commonly used for:

  • Acquisitions by financial investors (PE/VC funds) in sectors where the fund has no portfolio companies operating in the target’s market
  • Conglomerate mergers where the parties operate in completely different sectors
  • Intra-group restructurings where there is no change in ultimate control

CCI Review Timeline: 150-Day Framework

The merger review period was reduced from 210 days to 150 calendar days effective September 2024. This is a significant improvement for deal certainty — but the clock mechanics matter.

Phase 1 and Phase 2 Explained

Phase Timeline What Happens Outcome
Phase 1 30 calendar days from filing CCI forms prima facie opinion on whether the combination is likely to cause appreciable adverse effect on competition (AAEC) Approval (most cases) OR referral to Phase 2
Phase 2 Up to 150 calendar days total (including Phase 1) Detailed investigation — market analysis, third-party consultations, economic assessment Approval / Approval with modifications / Rejection
Green Channel 0 days (deemed approved on acknowledgement) No review — automatic approval Immediate approval

The 30-day Phase 1 timeline changed from working days to calendar days. This means weekends and holidays count — your actual Phase 1 window is shorter than the old regime.

Deemed Approval Mechanism

Under Section 6(2A), if the CCI does not form its prima facie opinion within 30 calendar days (Phase 1), the combination is deemed approved. Similarly, if the CCI does not issue its final order within the total 150-day period, the combination is deemed approved.

However, the clock pauses when:

  • CCI requests additional information from the parties — the clock stops until the information is provided
  • CCI requests information from third parties — additional time is granted
  • Parties request an extension to submit information

In practice, “clock-stopping” means the actual calendar time from filing to approval can exceed 150 days. Plan your transaction timeline with a buffer — most Phase 1 approvals take 30-45 calendar days; Phase 2 cases can take 6-8 months.

Exemptions: When You Do Not Need CCI Approval

Not every transaction requires CCI filing. Several exemptions exist — but each has specific conditions that must be met precisely. Incorrectly claiming an exemption exposes you to gun-jumping penalties.

Detailed Exemption Categories

1. De Minimis (Small Target) Exemption

Who is exempt: transactions where the target enterprise has assets of not more than ₹450 crore in India OR turnover of not more than ₹1,250 crore in India.

Legal basis: MCA Notification dated 29 March 2017, as amended on 16 March 2022. Extended for 10 years — valid until 28 March 2027.

Scope: exempt FROM filing a combination notice with the CCI for the asset/turnover thresholds. NOT exempt from: filing if the transaction meets the DVT (₹2,000 crore deal value + SBOI). The de minimis exemption does not apply to DVT transactions.

Conditions: target’s assets OR turnover must fall below the thresholds — not both. If either is below, the exemption applies (for asset/turnover thresholds only).

Practical implication: this exemption was the primary safe harbour for mid-market deals. The DVT has narrowed it significantly. If you are acquiring a small Indian startup for ₹2,500 crore, the de minimis exemption will not save you — you must file under the DVT.

2. Ordinary Course of Business Exemption

Who is exempt: acquisitions of shares or voting rights in the ordinary course of business by public financial institutions, foreign institutional investors, banks, or venture capital funds — where the acquirer does not acquire control.

Legal basis: Section 5 proviso, read with Item 1 of Schedule I to the Combinations Regulations.

Scope: exempt FROM filing if the acquisition is solely as an investment and does not result in the acquirer holding more than 25% of shares/voting rights. NOT exempt from: filing if the acquirer gains any form of control, including material influence through board seats or veto rights.

Conditions: the acquisition must be “solely as an investment” — meaning no board representation, no veto rights, no involvement in management. If the investment agreement gives the fund a board seat, this exemption is unavailable even if the shareholding is below 25%.

Practical implication: most PE/VC investments do not qualify because standard investment terms include board seats and protective rights. Do not assume this exemption applies without carefully reviewing the transaction documents.

3. Intra-Group Restructuring Exemption

Who is exempt: reorganisations or restructurings within the same group of companies where there is no change in ultimate control or beneficial ownership.

Legal basis: Items 3 and 5 of Schedule I to the Combinations Regulations.

Scope: exempt FROM filing where the transaction involves transfer of shares or assets between entities controlled by the same ultimate parent. NOT exempt from: filing if the restructuring results in a change in the competitive dynamics of any market (e.g., combining two previously independent portfolio companies).

Conditions: the ultimate controlling entity must remain the same before and after the transaction. Internal mergers of subsidiaries under a common parent typically qualify.

Practical implication: holding company restructurings, internal mergers for simplification, and intra-group transfers are usually covered. But combining two portfolio companies of a PE fund may not qualify — the fund is the common parent, but the portfolio companies may have been operating independently and competing.

4. Open Market / Stock Exchange Acquisitions (Derogation)

Who is exempt: acquisitions made through open offers or public market purchases on a stock exchange.

Legal basis: Section 6(2B) introduced by the Competition (Amendment) Act, 2023 — derogation from the standstill obligation.

Scope: exempt FROM the standstill obligation (i.e., the acquirer can complete the acquisition before CCI approval). NOT exempt from: filing the notification itself. The acquirer must still file and obtain CCI approval — but can consummate the open market acquisition without waiting.

Conditions: the acquirer must not exercise voting rights or receive dividends until CCI approval is obtained. The exemption applies only to the standstill obligation, not to the filing obligation.

Practical implication: SEBI takeover code timelines and CCI review timelines previously created a conflict. This derogation resolves it — open offer acquirers can complete their acquisition on schedule while CCI review continues in parallel.

5. Creeping Acquisition Exemption

Who is exempt: acquisitions of shares where the acquirer has held more than 50% shares or voting rights in the target for at least 1 year and acquires additional shares.

Legal basis: Item 2 of Schedule I to the Combinations Regulations.

Scope: exempt FROM filing for the incremental acquisition. NOT exempt from: filing if the additional acquisition results in a significant change in the competitive landscape or involves a new market overlap.

Conditions: the acquirer must have maintained continuous holding above 50% for at least 1 year. The exemption applies only to the incremental increase — not to the original acquisition of control.

Practical implication: a parent company increasing its stake in an existing subsidiary from 55% to 75% typically qualifies. But if the parent is simultaneously acquiring another business through the subsidiary that creates new overlaps, the exemption may not apply to the subsidiary’s acquisition.

Gun Jumping: Penalties for Getting It Wrong

Gun jumping is the most expensive mistake in Indian merger control. The CCI has imposed penalties in over 11 cases, and the enforcement trend is accelerating. LawSikho’s M&A Practice Community covers gun jumping risk management as part of its deal execution training.

Procedural Gun Jumping (Section 43A)

Procedural gun jumping occurs when parties fail to notify a reportable combination or consummate the deal during the standstill period before CCI approval.

Penalty: up to 1% of total turnover or 1% of total assets, whichever is higher, of the combination.

Key points:

  • Mens rea (dishonest intent) is not required — the penalty is for breach of a civil obligation
  • The CCI has imposed penalties ranging from ₹5 lakh to ₹1 crore in past cases, totalling ₹2.55 crore across 11+ orders
  • Even if the CCI ultimately approves the combination, the gun jumping penalty still applies
  • The penalty is separate from any remedy the CCI imposes on the combination itself

Substantive Gun Jumping

Substantive gun jumping occurs when parties take actions during the standstill period that effectively consummate the combination before CCI approval — even without closing the deal.

Examples that constitute substantive gun jumping:

  • Exercising voting rights on acquired shares before CCI approval
  • Integrating operations, systems, or teams before approval
  • Making joint commercial decisions (pricing, customer allocation) before approval
  • Exchanging competitively sensitive information beyond what is necessary for due diligence

The Competition (Amendment) Act, 2023 introduced a specific penalty provision for substantive gun jumping under Section 43A — filling a legal void that previously existed. This means the CCI now has an explicit statutory basis to penalise pre-closure integration activities.

Best practice: maintain strict information barriers (“clean teams”) during the period between signing and CCI approval. No integration planning with shared access to commercially sensitive data until the CCI clears the transaction.

CCI Filing Checklist for M&A Lawyers

Use this checklist before submitting your combination notice. Missing any item will trigger an information request from the CCI, stopping the review clock and delaying approval.

Pre-Filing:

  • ☐ Assess all four threshold tests (Parties asset, Parties turnover, Group asset, Group turnover)
  • ☐ Assess DVT applicability (deal value > ₹2,000 crore + SBOI test)
  • ☐ Check de minimis exemption (target assets < ₹450 crore OR turnover < ₹1,250 crore) — remember DVT overrides de minimis
  • ☐ Determine control standard — does the transaction confer material influence?
  • ☐ Assess Green Channel eligibility — no horizontal overlaps, no vertical relationships
  • ☐ Schedule PFC if transaction structure is complex (10 days before intended filing)

Filing Preparation:

  • ☐ Identify correct form — Form I (combined market share < 15%) or Form II (> 15% horizontal / > 25% vertical)
  • ☐ Prepare transaction description with complete deal structure and timeline
  • ☐ Map all group entities and ultimate beneficial ownership
  • ☐ List all rights arising from combination (veto, board nomination, information sharing)
  • ☐ For DVT filings: detailed breakdown of all consideration components
  • ☐ Define relevant product and geographic markets with market share estimates
  • ☐ Identify all horizontal overlaps and vertical relationships
  • ☐ Prepare competitive assessment (entry barriers, buyer power, efficiency claims)
  • ☐ Collect certified copies of orders from other competition authorities
  • ☐ Compile 5-year competition proceeding history for all parties
  • ☐ Designate senior contact person for CCI meetings
  • ☐ Prepare filing fee (₹30 lakh for Form I / ₹90 lakh for Form II)

Post-Filing:

  • ☐ Track 30-day Phase 1 clock (calendar days, not working days)
  • ☐ Prepare for potential information requests — have market data and economic analysis ready
  • ☐ Maintain standstill compliance — no integration activities, no voting rights exercise
  • ☐ Monitor for deemed approval at Day 30 (Phase 1) or Day 150 (Phase 2)

Common Mistakes That Delay CCI Approval

Based on CCI practice and practitioner experience, these are the most frequent errors that delay approvals or trigger penalties:

1. Incorrect market definition. Parties define the relevant market too broadly (e.g., “IT services” instead of “cloud infrastructure hosting in India”) to show lower market shares. The CCI regularly rejects overly broad market definitions and requests re-filing with corrected definitions. This restarts the 30-day clock.

2. Incomplete group structure disclosure. Failing to disclose all group entities, especially those with indirect overlaps through portfolio companies. The CCI checks group structures against MCA filings and SEBI disclosures — gaps are flagged immediately.

3. Underestimating material influence. Filing on the assumption that a minority investment does not confer control, when the investment agreement includes board seats and veto rights that constitute material influence. If CCI determines the transaction was notifiable but not filed, gun jumping penalties apply retroactively.

4. False Green Channel declaration. Declaring no overlaps when indirect overlaps exist through group portfolio companies. The CCI has imposed penalties under Section 44 for false statements in Green Channel filings, in addition to Section 43A gun jumping penalties.

5. Late filing. The Competition Act requires notification “at any time before the consummation of the combination.” Parties sometimes file after signing but before closing, cutting the timeline tight. Best practice: file as soon as the definitive agreement is signed.

6. DVT calculation errors. Not including deferred consideration, earn-outs, or non-compete payments in the deal value calculation. The CCI counts all forms of consideration — direct and indirect. Underestimating the deal value below ₹2,000 crore when it actually exceeds it creates a failure-to-notify risk.

Recent Developments: CCI Revised FAQs 2025

The CCI marked its 16th Annual Day on 20 May 2025 and issued a revised edition of the FAQs on Combinations. These FAQs provide critical interpretive guidance on the new merger control regime.

Key clarifications from the revised FAQs:

  • Connected transactions: The CCI confirmed that connected or related transactions must be aggregated for DVT purposes. Structuring a single deal as multiple smaller transactions to stay below ₹2,000 crore will be treated as avoidance.
  • Earn-out inclusion: Earn-outs and contingent payments are included in the deal value at their maximum potential value, not their expected or discounted value.
  • SBOI for digital companies: The user-based test (10% of global users in India) includes both business users and end users. A B2B SaaS platform’s Indian enterprise clients count toward this threshold.
  • Green Channel eligibility: The FAQs clarify that “complementary activities” — where the parties’ products are used together by customers — may disqualify Green Channel eligibility even without direct competitive overlap.
  • Material influence factors: The FAQs confirm that no single factor is determinative and that the CCI will assess the “totality of circumstances” to determine if material influence exists.

The MSME Protection Gap is also emerging as a policy discussion point. A March 2026 analysis on India Corp Law flagged that the DVT may not adequately capture acquisitions of MSME-sized targets that have significant competitive importance but low deal values. This could lead to further threshold adjustments in future.

Disclaimer

This article is for informational and educational purposes only. It does not constitute legal advice. Competition law is complex and fact-specific — whether a particular transaction requires CCI notification depends on its unique structure, the parties’ group structures, and the specific market dynamics. For advice on your transaction, consult a competition law practitioner. LawSikho’s M&A Practice Community provides structured training on merger control but is not a substitute for personalised legal counsel.

Frequently Asked Questions

Fundamentals

1. What is the deal value threshold for CCI merger notification in India?

Under Section 5(d) of the Competition Act (introduced by the 2023 Amendment), any transaction with a value exceeding ₹2,000 crore (approximately USD 240 million) requires CCI notification if the target has “substantial business operations in India.” Transaction value includes all consideration — direct, indirect, deferred, and contingent. This threshold was effective from 10 September 2024.

2. What is material influence under Indian competition law?

Material influence is the lowest standard of control under the Competition Act. It means the ability to exercise influence over the management, affairs, or strategic commercial decisions of another enterprise. Factors include shareholding (even 10-15%), board representation, veto rights, financial arrangements, and technology dependency. The 2023 Amendment codified this standard, which the CCI had been applying in practice.

3. How long does CCI merger approval take in India?

Phase 1 review takes 30 calendar days from filing. If the CCI does not issue a prima facie opinion within 30 days, the combination is deemed approved. If referred to Phase 2, the total review period is 150 calendar days. Green Channel filings receive deemed approval on the date of acknowledgement. In practice, most Phase 1 approvals take 30-45 calendar days.

Filing Process

4. What is the difference between CCI Form I and Form II?

Form I (short form) is the standard filing for most transactions — filing fee ₹30 lakh. Form II (long form) is mandatory when the post-combination market share exceeds 15% in any horizontally overlapping market or 25% in any vertically related market — filing fee ₹90 lakh. Form II requires significantly more detailed economic and competitive analysis.

5. What is the Green Channel route for CCI approval?

The Green Channel allows deemed approval on the date of filing acknowledgement — no waiting period. It is available only when there are no horizontal overlaps, no vertical relationships, and no complementary activities between the merging parties. The filing party submits Form I with a Green Channel declaration. False declarations attract penalties under Section 44.

6. When should I request a pre-filing consultation with CCI?

Request a PFC when you are uncertain about: (a) whether the transaction triggers notification thresholds, (b) whether Green Channel is available, (c) which form to file, or (d) how to assess material influence in a complex deal structure. Submit the request at least 10 days before your intended filing date for substantive issues or 5-7 days for interpretational questions. PFCs are non-binding and free of charge.

Thresholds and Exemptions

7. Does the de minimis exemption apply to DVT transactions?

No. The de minimis exemption (target assets < ₹450 crore OR turnover < ₹1,250 crore) does not apply to transactions that trigger the DVT. If your deal value exceeds ₹2,000 crore and the target has substantial business operations in India, you must file regardless of the target's size. This was a deliberate design choice to capture high-value acquisitions of asset-light companies.

8. Can a PE fund’s investment trigger CCI filing even without majority control?

Yes. Material influence — the applicable standard — can be triggered by minority investments with board seats, veto rights, or other protective provisions. Standard PE investment terms (board seat + veto on budget/key hires) typically constitute material influence. Always assess whether the Group Test thresholds are met at the fund group level before assuming no filing is required.

9. What is the SBOI test for digital companies?

For digital companies, the Substantial Business Operations in India test is met if the target’s Indian turnover exceeds 10% of its global turnover, OR if its Indian business/end users constitute 10% or more of its total global users. The user-based test was designed to capture digital platforms that have significant Indian presence but minimal Indian revenue.

Penalties and Compliance

10. What is the penalty for gun jumping in India?

Under Section 43A, failure to notify a reportable combination or consummation during the standstill period attracts a penalty up to 1% of total turnover or 1% of total assets, whichever is higher. The CCI has imposed penalties ranging from ₹5 lakh to ₹1 crore across 11+ orders. Mens rea is not required — the penalty is automatic upon breach.

11. Can CCI reject a merger in India?

Yes. If the CCI determines that the combination is likely to cause an “appreciable adverse effect on competition” (AAEC) within the relevant market in India, it can: (a) approve with modifications or conditions, (b) direct the parties to unwind the combination, or (c) impose penalties. Outright rejections are rare — CCI typically approves with conditions (structural or behavioural remedies).

12. What happens if I file a false Green Channel declaration?

The CCI can impose penalties under Section 44 (for false statements) in addition to Section 43A penalties (for gun jumping). In past cases, CCI has imposed dual penalties when parties incorrectly declared no overlaps in their Green Channel filing. The Green Channel approval can also be revoked, requiring a fresh filing and review.

Practical Scenarios

13. My target has users in India but zero revenue. Do I need to file?

Potentially, yes. If the deal value exceeds ₹2,000 crore and the target’s Indian users constitute ≥ 10% of its global user base, the DVT + SBOI test is met. Revenue is not the determinative factor for digital companies — the user-based test specifically targets this scenario. File a PFC if uncertain.

14. Can I structure around the DVT by splitting my acquisition into multiple tranches?

No. The CCI’s revised FAQs (May 2025) confirm that connected transactions are aggregated for DVT purposes. Splitting a ₹2,500 crore acquisition into two ₹1,250 crore tranches will be treated as a single transaction exceeding the threshold. Avoidance structuring creates additional regulatory risk.

15. How do I calculate deal value for DVT — is it equity value or enterprise value?

Deal value for DVT is the total consideration paid or payable, including direct consideration (cash, stock), indirect consideration (non-compete payments, consulting fees to sellers), and deferred/contingent consideration (earn-outs at maximum potential value, not discounted value). Enterprise value is not directly used — the threshold applies to the consideration exchanged, not the target’s valuation.

Conclusion

India’s merger control regime has matured significantly since the 2024 reforms. The deal value threshold closes the enforcement gap for digital acquisitions. The material influence standard gives the CCI broader jurisdiction over minority investments. The compressed 150-day timeline provides better deal certainty.

For M&A practitioners, the message is clear: assess CCI filing requirements early in the deal process — not as an afterthought before closing. The DVT, the material influence standard, and the gun jumping penalty regime make early competition analysis essential for every transaction above ₹2,000 crore.

Use the filing checklist and threshold tables in this guide as your starting framework. When in doubt, request a pre-filing consultation — it is free, non-binding, and available via video conference. Getting the filing right the first time saves months of delay and lakhs in additional fees.

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