Section 6A 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.
Section 6A is a new section that the Competition (Amendment) Act, 2023 inserts after Section 6. It deals with a practical problem: a public open offer, or a series of purchases of shares on a stock exchange, cannot always wait for the Commission's approval. Section 6A says that the waiting period in Section 6(2A) and the penalty section 43A do not prevent such an acquisition from being implemented, on two conditions.
This article follows the Competition (Amendment) Act, 2023 as published in the Gazette of India on 11 April 2023 (Section 6A has no earlier text), read with the consolidated text of the Act published by the Competition Commission of India (amendments shown up to the Finance Act, 2017). Nothing in Section 6(2A) or Section 43A prevents an open offer or a series of on-exchange acquisitions from coming into effect if (a) notice is filed with the Commission within the time and in the manner specified by regulations, and (b) the acquirer does not exercise ownership or beneficial rights in the shares until the Commission approves. The 2023 change applies from the date notified for that provision; the notification is not in the sources consulted and should be checked.
Where Section 6A sits
The gazette says that Section 6A is inserted "after section 6 of the principal Act". It does not print a Chapter heading for the new section, so we describe its place only as "after Section 6". The waiting period it relates to is explained in our article on Section 6(1) to (3).
Because a takeover offer often runs to a strict timetable under securities law, a financial and legal due diligence exercise should map the offer timetable against the Commission's timetable well before the offer is announced.
The text of Section 6A
The section as inserted reads: "Nothing contained in sub-section (2A) of section 6 and section 43A shall prevent the implementation of an open offer or an acquisition of shares or securities convertible into other securities from various sellers, through a series of transactions on a regulated stock exchange from coming into effect, if—
(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 any other distributions, except as may be specified by regulations, till the Commission approves such acquisition in accordance with the provisions of sub-section (2A) of section 6 of the Act."
The Explanation to Section 6A says: "For the purposes of this section, 'open offer' means an open offer made in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 made under the Securities and Exchange Board of India Act, 1992." The gazette prints "Regulation, 2011" in the singular; we quote it as printed. The regulations and the Act are quoted as printed; check the current law for the corresponding provision.
What the section does, in plain terms
- Two kinds of acquisition are covered. One is an open offer made under the takeover regulations. The other is an acquisition of shares, or securities convertible into other securities, from various sellers through a series of transactions on a regulated stock exchange.
- Two provisions are switched off, but only as to implementation. Section 6(2A) (the standstill) and Section 43A (the penalty for not notifying a combination) do not prevent the open offer or the on-exchange acquisition from coming into effect.
- Two conditions must both be met. The notice must be filed within the time and in the manner specified by regulations, and the acquirer must hold back ownership and beneficial rights.
Example. Kestrel Holdings Ltd makes an open offer for shares of Dahlia Foods Ltd in accordance with the takeover regulations. The offer closes and shares are tendered. Under Section 6A, the standstill in Section 6(2A) does not stop the offer from being implemented, provided Kestrel has filed its notice in time and does not exercise voting rights or receive dividends on the acquired shares, except as the regulations allow, until the Commission approves.
What is held back
Condition (b) is broad. 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 any other distributions, except as may be specified by regulations". The words "including voting rights and receipt of dividends or any other distributions" give two examples; the opening words, "any ownership or beneficial rights or interest", are wider. The exception is for what the regulations specify. The approval it waits for is the approval "in accordance with the provisions of sub-section (2A) of section 6", which is the standstill period sub-section; the text does not describe any other route.
The Commission's 2024 regulations under Section 6A
The time, manner and exceptions are in regulations, not in the Act. The Commission's Combinations Regulations, 2024, as notified in 2024, are summarised in our overview of the Combinations Regulations. As a pointer, regulation 5(4) of those regulations deals with the time and declaration for a notice under clause (a) of Section 6A (it says the notice is to be given within thirty days from the date of first acquisition of shares pursuant to the implementation of an open offer or an acquisition through a series of transactions on a regulated stock exchange, with the declaration specified in a Schedule and evidence of payment of the fee), and regulation 6 deals with the rights the acquirer could exercise while approval is pending (economic benefits such as dividend and distributions, and voting rights only in matters relating to liquidation or insolvency proceedings, with a proviso against influencing the enterprise). Later amendments to those regulations should be checked.
Securities law has its own offer rules; see our posts on the SEBI Takeover Code and on trigger thresholds, open offer and exemptions.
Before and after
Section 6A is entirely new, so there is no "before" text in the consolidated text.
| Point | Before the 2023 Act | After the 2023 Act |
|---|---|---|
| Open offers and on-exchange acquisitions | No express provision in Section 6; the standstill in Section 6(2A) applied as printed | Section 6A: standstill and Section 43A do not prevent implementation if conditions (a) and (b) are met |
| Other deal types | Unchanged | Unchanged; Section 6A applies only to the two kinds named |
| Notice timing | Within thirty days of the trigger (Section 6(2)) | By regulations under Section 6A(a); Section 6(2) now says after the trigger and before consummation |
Points to watch
- Both conditions are cumulative; the section says "if (a) ... and (b)".
- It does not remove the need for notice. Condition (a) assumes the notice is filed.
- The section does not say what happens if condition (a) or (b) is not met; Section 43A and the rest of the Act must be read for the consequence. See our article on Section 43A.
- Whether the transaction is a combination at all is a Section 5 question; see our article on combination thresholds.
For the wider picture, see our guide on regulation of combinations.
Need help with an open offer or market purchase plan?
Where an acquirer is building a stake through the market or running an open offer, the competition filing and the securities timetable must be aligned. Our team can help with that as part of financial and legal due diligence for the transaction.
Key takeaways
- Section 6A is a new section inserted after Section 6 by the 2023 Act.
- It lets an open offer or a series of on-exchange acquisitions proceed despite Section 6(2A) and Section 43A, if notice is filed in time and the acquirer holds back its rights.
- The acquirer must not exercise ownership or beneficial rights, including voting rights and dividends, except as regulations allow, until the Commission approves.
- Time, manner and exceptions are left to regulations.
- The 2023 change applies from the date notified for that provision; the notification is not in the sources consulted and should be checked.
Read next
- Notice of combination to CCI and the standstill period
- Deemed approval route, exempt combinations and the lender carve-out
- Penalty for not notifying a combination
- Notice, forms, fees and timelines under the CCI Combinations Regulations, 2024
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.