A multinational technology company closes a significant acquisition in India and assumes that the transaction falls below the mandatory filing threshold. Months later, the Competition Commission of India opens a suo motu inquiry, alleging that the combined entity holds a dominant position in a fast-growing digital market. The costs – in management time, legal fees, and reputational exposure – mount quickly. This scenario is not uncommon. India's competition enforcement has grown considerably more assertive, and international businesses that approach it with a light touch often pay a steep price.
Competition law in India is administered primarily by the Competition Commission of India, which has jurisdiction over anti-competitive agreements, abuse of dominant position, and combinations above prescribed thresholds. The legal basis draws on dedicated competition legislation, with the commission empowered to impose significant financial penalties, order behavioural remedies, and refer matters to other regulators. Merger filings must ordinarily be submitted before completion, and investigations into anti-competitive conduct can be opened on a complaint, on a reference from a government body, or on the commission's own initiative.
This page explains how competition law operates in India for international businesses, covering the key instruments and timelines, common pitfalls that foreign clients encounter. The cross-border dimension involving the UAE and the EU. Additionally, a self-assessment checklist to help you determine your exposure and next steps.
The regulatory setting: competition enforcement in India today
India's competition legislation establishes a single overarching authority – the Competition Commission of India – with a mandate that covers three distinct areas: anti-competitive agreements, abuse of market dominance, and the regulation of combinations. The law applies to conduct and transactions that have, or are likely to have, an appreciable adverse effect on competition within India. This extraterritorial reach means that a transaction structured entirely outside India can still attract a mandatory filing obligation if the combined entity meets the prescribed asset or turnover thresholds in India.
The commission operates alongside other sectoral regulators. The Securities and Exchange Board of India oversees listed-company transactions, and the Reserve Bank of India supervises foreign investment flows. Where a transaction involves a listed target, filings with both the competition authority and SEBI may run in parallel. Where foreign investment is involved, the commission's approval must be coordinated with the RBI's foreign exchange clearance process. Practitioners in India note that failure to map these parallel tracks at the outset is one of the most common – and costly – mistakes made by international deal teams.
The corporate governance dimension adds further complexity. Under Indian corporate legislation (Companies Act 2013), major structural changes to a company require board and, in many cases, shareholder approval. The National Company Law Tribunal (NCLT) – India's specialist company court – has jurisdiction over mergers and demergers conducted under court-supervised schemes. Where a combination triggers both competition review and an NCLT scheme, the two proceedings must be sequenced carefully. The commission's clearance is typically obtained before the NCLT sanction hearing, but the interaction between the two timelines requires active management from the start of the process.
India amended its competition legislation substantially in recent years, tightening the merger control regime, introducing a deal-value threshold for high-value transactions in digital markets, and expanding the leniency programme for cartel members. The amendments also shortened the default merger review period from 210 to 150 calendar days, signalling a deliberate move toward faster clearances – provided the filing is complete and well-prepared. Incomplete filings restart the clock.
Key instruments: merger control, cartels, and dominance enforcement
Merger control. A combination – acquisition, merger, or amalgamation – that meets the asset or turnover thresholds prescribed in the competition legislation must be notified to the commission before completion. The filing is made on a prescribed form, accompanied by a detailed description of the transaction, the markets affected, and the parties' competitive positions. The commission has a 30-working-day period for Phase I review. If concerns arise, the transaction moves to Phase II, which can extend the overall timeline to 150 calendar days from the date of a complete filing.
In practice, Phase I clearances are obtained in the majority of transactions. Complex cases – particularly in digital markets, pharmaceutical distribution, and infrastructure – are more likely to attract Phase II scrutiny. The commission may grant clearance subject to behavioural or structural remedies. Failure to notify a notifiable combination is treated as a contravention and can result in a penalty calculated as a proportion of the combined assets or turnover. The risk of a post-closing investigation is real: the commission has used its power to examine completed transactions that were not filed.
Anti-competitive agreements and cartels. The competition legislation distinguishes between horizontal agreements among competitors and vertical agreements in supply chains. Horizontal price-fixing, market-sharing, and output-restriction arrangements are treated as presumptively anti-competitive. The commission does not need to prove actual market harm in these cases. Vertical restraints – exclusive dealing, resale price maintenance, tying arrangements – are assessed under a rule-of-reason approach, requiring the commission to demonstrate an appreciable adverse effect on competition.
The commission's leniency programme offers significant penalty reductions to cartel members who disclose their participation and co-operate with the investigation. The first applicant to provide full disclosure can obtain the largest reduction. Subsequent applicants receive progressively smaller benefits. Practitioners in India note that the leniency programme has become an important enforcement tool. Additionally. That international companies operating in global cartels with an India dimension should assess their leniency exposure as part of any cross-border amnesty strategy.
Abuse of market dominance. A firm holds a dominant position in India when it operates in a position of strength in a relevant market that enables it to act independently of competitive forces or to affect its competitors. Consumers. Alternatively, the relevant market in its favour. Dominance itself is not prohibited. The commission targets abusive conduct: predatory pricing, denial of market access, discriminatory conditions, and leveraging dominance in one market to enter or protect a position in another.
Digital platform businesses face particular scrutiny. The commission has investigated conduct involving search rankings, app store policies, and data access conditions in several significant proceedings. The relevant market in digital cases is often contested. both the product market and the geographic market. and parties with strong digital positions should conduct a regular internal review of their pricing, distribution, and data-sharing practices.
For international businesses with corporate disputes in India running alongside a competition investigation, the interaction between the two proceedings requires careful co-ordination. Evidence produced in one forum can have consequences in the other.
To discuss how competition law procedures apply to your business in India, contact us at info@ferrazwhitmore.com.
Practical pitfalls: what international clients consistently underestimate
The gap between formal legal requirements and practical enforcement reality in India is wider in competition law than in most other areas. Several patterns recur across matters involving international clients.
Deal-value thresholds in digital transactions. The amended legislation introduced a deal-value threshold that catches high-value acquisitions even where the target's assets and turnover in India are below the traditional thresholds. This is specifically aimed at digital and technology transactions where the acquired company's value lies in data, algorithms, or user base rather than tangible assets. International deal teams accustomed to traditional asset and turnover tests frequently miss this trigger. A pre-signing threshold analysis is essential for any technology-sector acquisition with an India nexus.
Gun-jumping. Implementing a notifiable transaction before clearance is obtained is a standalone infringement, separate from any substantive competition concerns. Gun-jumping includes not only the formal closing of a transaction but also early integration steps: sharing competitively sensitive information between the acquirer and target. Coordinating commercial strategies. Alternatively, allowing the acquirer to exercise influence over the target's business prior to clearance. The commission has taken an expansive view of what constitutes implementation. Interim covenants in transaction agreements should be reviewed against this standard before signing.
Leniency timing. The leniency programme rewards speed. An applicant that delays while assessing whether to approach the commission risks losing priority to a co-cartel member that files first. International companies conducting internal investigations into potential cartel conduct. whether in India specifically or in global markets with an India dimension. should treat the leniency decision as time-critical and develop a parallel filing strategy across all affected jurisdictions simultaneously.
Sector-specific overlaps. In regulated sectors – banking, insurance, telecom, media – competition review sits alongside sectoral regulatory approval. The commission's clearance does not substitute for the RBI's or SEBI's approval and vice versa. Mapping all required approvals and their sequencing at the outset of a transaction avoids the risk of a deal that is competition-cleared but blocked at the sectoral level, or vice versa.
Arbitration of competition disputes. Under India's arbitration legislation (Arbitration and Conciliation Act), parties may agree to arbitrate commercial disputes. However, competition law claims – allegations of abuse of dominance or anti-competitive agreements – are generally regarded as non-arbitrable under Indian law, as they involve public policy considerations reserved for the commission's exclusive jurisdiction. A client seeking to resolve what is, in substance, a competition dispute through arbitration should take careful advice before committing to that route.
Cross-border dimensions: UAE, EU, and parallel enforcement
International businesses operating in India frequently have parallel operations or transactions in the UAE and the EU. Competition enforcement across these three systems has distinct procedural requirements, but the underlying conduct – a cartel, a dominant platform's practices, a multi-jurisdictional merger – is often the same. Managing simultaneous proceedings in all three jurisdictions requires a coordinated strategy from the outset.
India and the UAE. The UAE's competition regime, administered by the Ministry of Economy, covers anti-competitive agreements and economic concentration affecting the UAE market. The UAE does not yet have a leniency programme equivalent to India's, and merger filing thresholds differ. A transaction that triggers notification in India may or may not require UAE filing, depending on the parties' presence in the Gulf market. However, a cartel investigation in India may produce evidence of conduct that the UAE authority would regard as relevant to its own market. Practitioners advising on the competition law aspects in the UAE note that increasing coordination between regulators across the Asia-Middle East corridor makes a joined-up approach essential.
India and the EU. The European Commission and the Competition Commission of India have a cooperation arrangement that facilitates information sharing in cross-border investigations. In major merger cases involving parties with significant operations in both jurisdictions, parties often file simultaneously in Brussels and New Delhi. The EU and India review timelines do not align precisely. Additionally. Managing the flow of information. particularly in relation to third-party submissions and remedy negotiations. across both proceedings requires a single coordinating team with visibility over both filings.
Enforcement cooperation and dawn raids. India has been an active participant in international enforcement cooperation networks. The commission cooperates with peer authorities in major investigation sharing. International companies subject to a dawn raid in India should be aware that information obtained may be shared with cooperating authorities abroad. The right to legal privilege in India differs from the position in some other jurisdictions: in-house counsel communications do not necessarily attract the same level of protection as external legal advice. Ensuring that pre-raid protocols and document preservation procedures are in place before any investigation commences is a basic but frequently neglected precaution.
Contractual risk in cross-border agreements. Distribution agreements, licensing arrangements, and joint venture contracts that are governed by foreign law but executed in India, or that affect the Indian market, remain subject to Indian competition legislation. A non-compete clause valid under English or UAE law may nonetheless constitute an anti-competitive restraint under Indian competition law if it appreciably restricts competition in an Indian market. Cross-border contracts with an India nexus should be reviewed against Indian competition standards before execution.
For a tailored strategy on cross-border competition matters involving India, reach out to info@ferrazwhitmore.com.
Self-assessment checklist before engaging the competition process in India
The following checklist is designed to help international business clients identify the most likely competition law exposure points before committing to a transaction, entering a new market, or modifying commercial arrangements in India.
Merger and acquisition transactions
- Do the combined assets or turnover of the parties in India meet or exceed the prescribed thresholds under the competition legislation? If uncertain, apply the deal-value test for high-value digital transactions.
- Does the transaction involve a target with significant data assets, a large user base, or a leading position in a digital or technology market, even if its financial turnover in India is modest?
- Have parallel approvals been mapped? Identify all required clearances – competition, SEBI, RBI, and sector regulator – and their sequencing before signing heads of terms.
- Have interim period covenants in the transaction agreement been reviewed for gun-jumping risk?
Cartel and horizontal conduct
- Does the company participate in any trade association activities, joint purchasing or selling arrangements, information-sharing programmes, or industry standard-setting processes in India or in markets with an India dimension?
- Is there any ongoing internal investigation, whistleblower complaint, or regulatory inquiry in any jurisdiction that involves conduct also carried out in India?
- Has the company's leniency exposure across all affected jurisdictions been assessed, and is a parallel leniency strategy in place?
Dominance and unilateral conduct
- Does the company hold a strong market position in any relevant market in India – including digital platforms, branded pharmaceuticals, infrastructure services, or network-dependent industries?
- Are current pricing practices, distribution terms, platform access conditions, or data-sharing arrangements reviewed periodically against the competition legislation's list of abusive conduct?
- Have any complaints been received from distributors, competitors, or customers in India alleging unfair terms or exclusionary conduct?
Cross-border agreements
- Do any distribution agreements, licensing contracts, or joint venture arrangements contain restrictions – non-competes, exclusivity, resale price conditions – that affect the Indian market, even if governed by foreign law?
- Have those restrictions been assessed against the rule-of-reason standard applicable in India?
If any of these questions generates a positive or uncertain answer, a formal legal review is warranted before the relevant transaction closes or the commercial arrangement takes effect. Our detailed guide on company formation in India addresses some of the foundational corporate structuring decisions that interact with competition compliance at the market-entry stage.
Frequently asked questions
Q: How long does it take to obtain merger clearance from the Competition Commission of India?
A: The Phase I review period is 30 working days from receipt of a complete filing. If the commission requires further information or opens a Phase II review, the overall period can extend to 150 calendar days. In practice, straightforward transactions in non-concentrated markets are often cleared within the Phase I window. Incomplete or inaccurate filings restart the clock, so the quality of the initial submission is critical.
Q: Can a foreign company be investigated for competition violations in India even if the conduct occurred entirely outside India?
A: Yes. Indian competition legislation applies to conduct that has, or is likely to have, an appreciable adverse effect on competition in India, regardless of where the conduct took place. A global cartel, a foreign merger that affects Indian market structure, or a digital platform's pricing policies set abroad can all attract the commission's jurisdiction if the effects are felt in the Indian market. Engaging a lawyer in India with cross-border enforcement experience is essential for any company facing this exposure.
Q: Is it possible to resolve a competition investigation in India through settlement?
A: Recent amendments to the competition legislation introduced a settlement and commitment mechanism allowing parties under investigation to offer commitments addressing the commission's concerns, or to settle investigations in exchange for a reduced penalty. This is a significant development for international clients facing protracted proceedings. The mechanism is procedurally distinct from the leniency programme, and the two routes are not mutually exclusive in all scenarios. A law firm in India with experience across both tracks can help identify the most effective approach for a given matter.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising clients across 46 jurisdictions on competition law, corporate transactions, and regulatory compliance. Our team combines Portuguese civil law expertise with English common law tradition, enabling us to manage multi-jurisdictional competition matters. including parallel proceedings in India, the EU, and the UAE – within a single coordinating team. As an international law firm in India matters, we work with multinationals, private equity sponsors, and in-house legal teams who need results-oriented counsel on merger filings, cartel investigations, dominance assessments, and cross-border compliance programmes. The firm's competition practice covers proceedings before the Competition Commission of India, the European Commission, and equivalent authorities across Asia and the Middle East. Our attorneys have advised on competition-related matters across both civil law and common law systems, and the firm participates in cross-border practice groups focused on Asia-Pacific and Middle Eastern regulatory developments. To discuss your competition law situation in India, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.