Competition Commission explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Competition Commission of India (Combinations) Regulations, 2024 (No. 07 of 2024) set out how a combination is notified to the Commission and dealt with: who files, in which form, with what fee, within what period, and how modifications and orders work. They were notified on 9 September 2024 and, as printed, came into force on 10th September, 2024. Later amendments should be checked.
There are 34 regulations and four forms. Notice is ordinarily in Form I, with Form II at the filer's option in listed overlap cases. The fee is rupees thirty lakh for Form I and rupees ninety lakh for Form II, as notified in 2024. Regulation 4 explains value of transaction and substantial business operations in India. Regulation 5(4) sets thirty days for notice of an open-offer or stock-exchange acquisition. The regulations implement Sections 5(d), 6, 6A, 29, 29A and 31 of the Competition Act, 2002.
What the regulations cover and which sections they implement
As per the consolidated text of the Act published by the Competition Commission of India (amendments shown up to the Finance Act, 2017), read with the Competition (Amendment) Act, 2023 as published in the Gazette of India on 11 April 2023, the Act leaves the form of notice, the fee, the time for filing, and the manner of modifications to regulations. The Combinations Regulations, 2024 are made under sub-section (1) and clauses (b), (c), (ca), (cb), (cc), (f) and (fc) of sub-section (2) of Section 64, read with Section 6(2) and (4), Section 6A and Section 29A(2). They implement: the value-of-transaction threshold of Section 5(d); notice and standstill under Section 6(1) to (3) and the deemed-approval route in Section 6(4) to (9); open offers and stock-exchange acquisitions under Section 6A; the review procedure in Sections 29 and 30; the statement of objections in Section 29A; and orders under Section 31. The 2023 change applies from the date notified for that provision; the notification is not in the sources consulted and should be checked.
Planning a transaction or a share purchase? Our financial and legal due diligence team can map which form and which period apply. For the wider process read CCI approval for mergers and acquisitions.
Structure, regulation by regulation
| Regulation | Subject | Key periods and amounts, as printed |
|---|---|---|
| 1 | Short title and commencement (printed "1. 1.") | In force on 10th day of September, 2024 |
| 2 | Definitions | "Days" means calendar days unless otherwise specified; "relevant date" defined |
| 3 | Power to determine procedure where these regulations or the General Regulations, 2024 are silent | - |
| 4 | Value of transaction and substantial business operations in India | See below |
| 5 | Form of notice | Form I ordinarily; Form II at option; thirty days for open offers (5(4)); declarations in Schedules II and III |
| 6 | Exercise of rights in open offer and stock-exchange acquisitions | Economic benefits allowed; voting rights only on liquidation and insolvency |
| 7 | Request for confidentiality | By the General Regulations, 2024 procedure |
| 8 | Failure to file notice | Notice within thirty days of the Commission's communication |
| 9 | Obligation to file | Acquirer files; merger jointly; information on an enterprise acquired without consent within ten days of the notice |
| 10 | Obligation to pay the fee | Jointly or severally if joint |
| 11 | Amount of fee | Rupees thirty lakh (Form I); rupees ninety lakh (Form II) |
| 12 | Mode of payment | Demand draft, pay order, banker's cheque or ECS to the Competition Fund |
| 13 | Procedure for filing | Public summary of not more than 1000 words; acknowledgement by the Secretary |
| 14 | Scrutiny | Defects communicated within ten working days of receipt; fee adjusted if re-filed within forty-five days |
| 15 | Intimation of any change | Within 10 working days of acknowledgement; decision conveyed within seven days |
| 16 | Withdrawal and re-filing | Fee adjusted if new notice within forty-five days of withdrawal |
| 17 | Termination of proceedings | On intimation that the combination will not take effect, or on an order under Section 31 |
| 18 | Mode of service | As in regulation 22 of the General Regulations, 2024, or electronic |
| 19 | Calling for a report from the Director General | After response to the show-cause notice under Section 29(1) |
| 20 | Report by the Director General | Two copies and an electronic version |
| 21 | Publication of details of the combination (Form III) | Within seven days of the direction; four leading daily newspapers including at least two business newspapers |
| 22 | Proof of publication | Not later than two days from publication |
| 23 | Appearance of parties | Time from notice to hearing, not exceeding ten days, excluded from statutory periods |
| 24 | Statement of objections | Communicated within four days |
| 25 | Modification | Proposal communicated within seven days; acceptance within five days; offer within ten working days or fifteen days (Form IV); order within thirty days after a failure |
| 26 | Compliance by the parties | Report and affidavit within seven days of completing the modification |
| 27 | Independent agencies to oversee modification | - |
| 28 | Orders of the Commission | Communicated within seven days; published on the website |
| 29 | Overriding effect over inconsistent regulations on combinations | - |
| 30 | Cooperation with other agencies | - |
| 31 | Removal of difficulty | Decision of the Commission final and binding |
| 32 | Power to issue directions | General or sector-specific directions, guidelines, clarifications, circulars |
| 33 | Repeal and savings | Repeals the 2011 combinations procedure regulations, with a proviso for earlier Section 6(2) notices |
| 34 | Transition | Section 6(2), 6(4) and 6A apply to acquisitions coming into effect wholly or partly on or after commencement; Section 43A does not apply to the part that came into effect earlier |
Printing note: the printed text of regulation 1 reads "1. 1."; regulation 3 refers to the General Regulations, 2024 although this instrument (9 September 2024) is dated before the General Regulations in the sources (17 September 2024). The reference is quoted as printed.
Regulation 4: value of transaction and substantial business operations
Regulation 4(1) says the value of transaction for clause (d) of Section 5 includes every valuable consideration, direct or indirect, immediate or deferred, cash or otherwise, including consideration for covenants imposed on the seller if agreed separately; consideration for inter-connected steps; amounts payable during two years from the date the transaction would come into effect for arrangements entered into as part of it (technology assistance, licensing of intellectual property, usage rights, supply, branding and marketing); a call option assuming full exercise; and amounts payable according to the estimate recorded by the board of directors or other approving authority, based on future outcomes. The Explanation provides, among other points, that future payments are not discounted; that foreign currency is converted at the average spot rate for the last six months quoted by the Reserve Bank of India from the relevant date; that acquisitions in the target by a party or its group during the two years before the relevant date count; that transaction costs such as fees for legal advice are excluded; and that, where the value cannot be established with reasonable certainty, it may be considered as exceeding the amount in clause (d) of Section 5. If the estimate is not recorded, the maximum payable amount is taken. The asset and turnover values of Section 5 can be revised by notification under Section 20(3); the current notified values should be checked. The rupees two thousand crore figure appears in the Act, not here.
Regulation 4(2) says an enterprise is deemed to have substantial business operations in India if: (a) for digital services, the number of its business users or end users in India is 10% or more of its total global number; or (b) its gross merchandise value for the twelve months before the relevant date in India is 10% or more of the global value and more than rupees five hundred crores; or (c) its turnover during the preceding financial year in India is 10% or more of its global turnover and more than rupees five hundred crores. The rupees five hundred crores condition does not apply to digital services.
Forms and schedules
| Item | What it is |
|---|---|
| Form I | The ordinary notice (regulation 5(1)); also used for the Section 6(4) route with the Schedule III declaration (regulation 5(5)) |
| Form II | The longer notice, at the filer's option, preferably where the combined market share of parties in the same or substitutable goods or services is more than fifteen percent (15%), or where they are at different stages of the production chain and an individual or combined market share is more than twenty five percent (25%) in any relevant market (regulation 5(2)); also directed by the Commission where Form I is not enough (regulation 5(6)) |
| Form III | Details of the combination for publication under Section 29(2) (regulation 21); invites comments within ten days of publication |
| Form IV | Modifications offered by the parties (regulation 25) |
| Schedule II | Declaration for notices under Section 6A (regulation 5(4)) |
| Schedule III | Declaration for notices under Section 6(4) (regulation 5(5)) |
Under regulation 5(6) the fee paid for Form I is adjusted against the Form II fee if Form II is filed within forty-five days of the Commission's decision.
Two points on timing
The regulations repeatedly exclude certain periods from the statutory clocks in Section 6(2A), Section 29(1B) and Section 31(6): time taken to give information, hearings of up to ten days, and time taken by the parties to accept a modification. The periods in those sections are covered in our articles on Section 6 and Section 29. For a short note on the deal-value limb see the deal value threshold guide.
Need help with a combination notice?
Choosing between Form I and Form II, valuing a transaction under regulation 4, and tracking the periods are points to settle before signing. Our financial and legal due diligence work can include a notification check and a timeline.
Key takeaways
- Thirty-four regulations, four forms, two declarations; in force on 10th day of September, 2024.
- Fee as notified in 2024: rupees thirty lakh for Form I and rupees ninety lakh for Form II.
- Value of transaction and substantial business operations are defined in regulation 4.
- Open-offer and stock-exchange acquisitions: notice within thirty days of the first acquisition, with the Schedule II declaration.
- The 2011 combinations procedure regulations are repealed; check later amendments.
Read next
- Section 5 of the Competition Act, 2002: combination thresholds
- Section 6A: open offers and stock exchange acquisitions
- Section 29A: statement of objections and modifications
- Deal value threshold for CCI notification
Disclaimer: Based on the consolidated text of the Competition Act, 2002 published by the Competition Commission of India (amendments shown up to the Finance Act, 2017), read with the Competition (Amendment) Act, 2023 as published in the Gazette of India on 11 April 2023, and on the regulations and guidelines of the Commission as notified in 2024, as consulted on 2 October 2026. Commencement notifications, notified thresholds, rules and later amendments should be checked. This article is general information, not legal advice; check the official text before acting.