INTRODUCTION
INDUSLAW presents the final edition of its quarterly competition law newsletter, 'The Sentinel', for financial year ("FY") 2024-25. As the name suggests, by way of this short yet extensive compilation of updates, we keep a watch for significant decisions passed by the Competition Commission of India ("CCI"), the National Company Law Appellate Tribunal ("NCLAT"), various High Courts, Hon'ble Supreme Court of India ("SC") as well as regulatory and institutional updates which will help you navigate the Indian competition law space with ease.
Separately, for our friends who appreciate the crisp and the sweet, a ready reckoner of the noteworthy developments is set out in the flowchart below.
"We are pleased to share the key highlights from the dynamic world of competition law in the fourth quarter of FY 2024-2025, through our quarterly competition law newsletter, 'The Sentinel'. This quarter witnessed major developments such as the Hon'ble SC allowing Independent Sugar Corporation Ltd.'s ("INSCO") appeal and directing that prior approval of the CCI is mandatory before Committee of Creditor's ("CoC") vote of a resolution plan in insolvency cases, the National Company Law Appellate Tribunal partially upholding the CCI's findings of abuse of dominance by Google but reducing the penalty, the CCI: (i) combining information against Google entities (collectively, "Google") with ongoing investigation into its advertising technology services; (ii) dismissing information against Zomato Ltd. ("Zomato") for unfair and discriminatory conduct; (iii) penalizing Goldman Sachs (India) Alternative Investment Management Private Limited ("GS AIMPL"), and Goldman Sachs AIF Scheme-1 ("GS AIF") (collectively "GS") for gun jumping, etc., as well as regulatory and institutional updates.
SUMMARY OF KEY DEVELOPMENTS IN Q4 OF FY 2024-2025
OVERVIEW OF ENFORCEMENT CASES
Decisions by the SC
SC allows INSCO appeal and directs that prior CCI approval is mandatory before CoC's vote of a resolution plan in Insolvency and Bankruptcy Code, 2016 ("IBC") cases1
On January 29, 2025, the SC delivered a majority verdict in an appeal filed by INSCO and held that: (i) any resolution plan involving a combination must secure CCI's approval prior to the CoC vote on the resolution plan; (ii) in IBC cases the trigger event for filing a notice with the CCI can be prior to the submission of the resolution plan to the CoC; (iii) there is no disharmony between the timelines prescribed under the IBC and the Competition Act, 2002 ("Act"); and (v) the CCI shall issue Show Cause Notice ("SCN") to both the acquirer and target if it forms a prima facie opinion that a combination is likely to cause or has caused an appreciable adverse effect on competition ("AAEC")
IndusLaw's Competition team successfully represented and advised INSCO before the Hon'ble SC. Further, IndusLaw's Disputes team is also actively advising INSCO on the corporate insolvency resolution process. A detailed analysis of the instant order can be accessed here.
Decisions by the NCLAT
NCLAT partly upholds CCI's findings of abuse of dominance by Alphabet Inc. and Google, modifies directions and reduces penalty2
On March 28, 2025, the NCLAT upheld the CCI's decision that Google had abused its dominant position by mandating use of Google Play's Billing System ("GPBS") and leveraging its dominance in the app store market to protect its position in market for UPI enabled digital payments app. However, the NCLAT set-aside the CCI's observation that Google: (i) had negative effect on innovations by other payment processors; and (ii) denied market access to other payment processors. Resultantly, the NCLAT reduced the penalty imposed by CCI from INR 936.44 crores (approx. 109.20 USD million3 ) to INR 216.69 crores (approx. 25.27 USD million).
By way of background, the CCI had found that Google's conduct, relating to its Play Store policies, billing systems, and payment's app i.e. Google Pay, resulted in imposition of unfair and discriminatory conditions, limiting of innovation, denial of market access and leveraging of dominance to protect its position in downstream markets.4
On appeal, the NCLAT upheld the CCI's finding that:
- Mandating the exclusive use of GPBS by app developers was unfair and anti-competitive;
- Google's discriminatory treatment of other UPIbased payment apps vis-à-vis Google Pay violated the provisions of the Act; and
- The 'market for apps facilitating payment through UPI in India' is a distinct relevant market, and UPI was not substitutable with other digital payment modes i.e., wallets, credit and debit cards and net banking.
However, the NCLAT differed from the CCI and set aside the following CCI findings, namely:
- Google engaged in discriminatory pricing by exempting its own apps like YouTube from paying a 15-30% fee, that was being paid by app developers;
- Google restricted or limited technical or scientific development relating to the market of payment processors/aggregators; and
- Google abused its dominant position in the app store market to cause denial of payment processing.
Further, it clarified that while the effect based analysis must examine both actual and potential anti competitive harm from conduct, the analysis cannot be performed on mere likelihood of occurrence of the conduct by a dominant enterprise that may cause harm.
In relation to CCI's remedies, it held that few of such directions (regarding anti-steering provisions, data transparency, and usage of user data) amounted to ex ante regulation, which is beyond the CCI's remit. Hence, NCLAT set aside such remedies.
Lastly, the NCLAT reduced the penalty on Google and affirmed the SC ratio, in Excel Crop Care Ltd. v. CCI5, that the penalty must be based on "relevant turnover" attributable to the infringing business.
View: The NCLAT order has clarified that in order to establish abuse of dominance, the "effect-based analysis" must be done on conduct already undertaken and consequent harm caused/likely to be caused. However, the mere likelihood of conduct is not sufficient to find contravention. The NCLAT also rightly appears to have ensured that the CCI does not overstep and issue directions which are outside its remit. Finally, there is clarity that penalties are to be computed on the "relevant turnover" attributable only to the infringing business(es).
Decisions by the CCI:
In the final quarter ("Q4") of the FY 2024-25, the CCI issued a total of 15 (fifteen) orders in relation to enforcement matters. Of these the CCI:
- Directed the Director General, CCI ("DG") to investigate 3 (three) information;
- Declined to investigate 11 (eleven) information relating to allegations of abuse of dominance and anti-competitive agreements; and
- Disagreed with the DG's findings of contravention and closed an information.
A summary of the noteworthy cases is set out below:
CCI combines another information against Google with ongoing investigation into its advertising technology services6
On January 8, 2025, the CCI directed the DG to combine information, filed by a co-founder of an app7, against Google8. The allegations pertain to anti-competitive tying arrangements and abuse of dominance primarily relating to various ad-tech intermediation services provided by Google namely: (i) tying of DoubleClick for Publishers with Google's Ad Exchange ("AdX") into Google Ad Manager; (ii) Google consistently favoured its own properties over those of Google Network Members; (iii) Google's open bidding policy imposed unfair and discriminatory conditions on the publishers and thirdparty exchanges ("3PX") as Google plays a dual role of hosting the auction and participating as a bidder through AdX; (iv) Google's Unified Pricing Rule functioned as a de facto price parity clause and harmed publishers by removing their flexibility to create competitive pricing structures, while also preventing 3PX from competing effectively on price; (v) Google Ads did not disclose the fees for its services; (vi) Google imposed exorbitant fees9, on publishers through Google Ad Manager; and (vii) Google has leveraged its dominant position in the primary 'market of general web search to enter and protect its market position in the AdTech market'.
The informant delineated the relevant markets into the markets for: (i) 'Publisher Ad Servers for Websites and Mobile Applications in India'; (ii) 'Ad Buying tools for Advertisers in India'; (iii) 'Ad Exchanges in India'; and (iv) 'General Web Search Services'. In relation to Google's dominance, the CCI noted that it had previously found Google to occupy a significant position in the market for 'online digital advertising intermediation services' in a matter that is currently under investigation ("Ongoing Investigation")10.
In light of the above, the CCI concluded that the subject matter of the allegations made in the present information was substantially similar to the Ongoing Investigation. Accordingly, the CCI directed the DG to investigate various practices in the ad-tech intermediation services and submit a consolidated investigation report.
View: The investigation order reaffirms CCI's consistent stance on denial of market access by a dominant player through selective exclusion and restrictive policies constituting a prima facie abuse of dominance. The forthcoming CCI's Investigation report may likely play a crucial role in determining the fate of AdTech market in India.
CCI dismisses information filed against Microsoft Corporation and Microsoft Corporation (India) Private Limited (collectively, "Microsoft") for bundling antivirus software with its Windows Operating System11
On March 3, 2025, the CCI dismissed an information12 filed against Microsoft, for alleged abuse of dominance.
It was alleged that Microsoft (beginning from its Windows 10 edition of the Operating System ("OS"): (i) excluded more efficient competing antivirus software vendors in India by preinstalling and setting 'Microsoft Defender' as the pre-activated default antivirus app in Windows OS; (ii) restricted market access of rival security software developers by tying and bundling its own security software, 'Microsoft Defender', with Windows OS; (iii) illegally hindered the development and denied market access of rival security software developers by making membership of Microsoft Virus Initiative ("MVI") compulsory, in order to get listed in the Microsoft Store and work smoothly in Windows OS; and (iv) leveraged its dominance in the 'market for desktop operating system to protect its position in the market for security software/ antivirus software developers in India'.
Based on its decisional practice,13 the CCI has delineated the relevant market into the markets for: (i) 'licensable OSs for desktops/laptops in India'; and (ii) 'desktop/ laptop security (antivirus) software for Windows OS in India'.
The CCI observed that:
- There is no compulsion on users to exclusively use 'Microsoft Defender' as their antivirus solution and they are free to install any third-party antivirus software of their choice. Even Original Equipment Manufacturer ("OEMs") are permitted to pre-install alternative third-party antivirus software on desktops and laptops running Windows OS;
- There are many developers of antivirus software that routinely introduce new features and enhance their offerings to provide better services to customers, suggesting that Microsoft's inclusion of 'Microsoft Defender' has not stifled technological advancement or deterred competition;
- The alleged tying of 'Microsoft Defender' with Windows OS was not in violation of the Act as the third and fourth conditions laid down in Harshita Chawla v. WhatsApp and Anr.14 ("Harshita Chawla Case") were not fulfilled15;
- Since there is no evidence of an active restriction or conditionality imposed regarding the use of Microsoft Defender and the market remains highly competitive, it cannot be said that Microsoft has leveraged its dominance in the operating system market to protect its position in the computer security software market; and
- Non-MVI antivirus developers were not restricted from distributing their applications on Windows owing to an alternative through the Microsoft Store and direct downloads from their websites.
Thus, the CCI held that there seemed to be no prima facie contravention of the Act and dismissed the information.
CCI dismisses information filed against Aegis Logistics Limited, Indus Petro Chem Limited, and Sea Lord Containers Limited ("OPs") and others for collusion in tender invited by New Mangalore Port Trust16
On March 3, 2025, the CCI dismissed an information filed against the OPs for allegedly colluding in relation to a tender invited by New Mangalore Port Trust ("NMPT") for the installation of storage facilities.
It was alleged that the OPs belonged to the same group with common directors and essentially controlled by the same set of people. The OPs then collusively participated in the tender and acted identically in the tender process. Further, the OPs competed individually (instead of participating as a consortium). A similar collusive tactic and bid-rigging was followed in the renotified tender as well.
Based on the data provided in the information, submissions of NMPT and publicly available information, the CCI observed that the allegation of having acted identically in respect of impugned tender was not supported by any evidence. Further, the CCI noted that merely being related to each other, without any evidence of likely collusion, cannot be a ground for investigation under the Act.17
Thus, the CCI held that there seemed to be no prima facie contravention of the Act and dismissed the information.
CCI dismisses information filed against Honda Motorcycle & Scooter India Private Limited ("HMSI") for inter alia foreclosing competition18
On January 14, 2025, the CCI dismissed an information filed against HMSI for abusing its dominant position.19
It was alleged that HMSI: (i) coerced the informant into terminating his existing Suzuki Motorcycle India Private Limited ("Suzuki") dealership before considering his application for a new dealership with HMSI, with an intention to foreclose Suzuki's competitors; (ii) upon the informant's appointment as a dealer of Suzuki, dumped unpopular models on his dealership without prior orders; and (iii) unilaterally terminated the dealership agreement in January 2024, citing performance concerns.
Based on the information submitted, the CCI noted that the cause of action had arisen in 2018 itself20 and the rationale that contract subsisted until its termination in January 2024, does not seem to be plausible for condonation of delay in filing of the information.
Notwithstanding the delay, the CCI observed that the allegations regarding dumping of unpopular models on the informant's dealership, and unilateral termination, appeared to be commercial disputes involving commercial terms and business arrangements between the parties, which do not typically fall under the scope of anti-competitive conduct under the Act.
Thus, the CCI held that there seemed to be no prima facie contravention of the Act and dismissed the information.
CCI directs an investigation into Tamil Nadu State Marketing Corporation Limited's ("TASMAC") beer procurement practices21
On March 25, 2025, the CCI directed the DG to conduct an investigation in relation to an information22 against TASMAC. It was alleged that TASMAC, a state-owned monopoly for liquor retail in Tamil Nadu, abused its dominant position by favouring select beer brands23 while restricting market access for other brands.
It was alleged that TASMAC had formed a nexus with a few breweries such as SNJ Breweries and was purchasing beer brands only from these breweries for onward sale to consumers. This resulted in: (i) restriction on sales of other brands, owing to liquor products being exclusively sold to public consumers through TASMAC; and (ii) limiting variety and choice available to consumers, despite 46 other beer brands being available on the market.
The CCI delineated the relevant market as the market for 'procurement, marketing, distribution and sale of beer in Tamil Nadu' ("Market for Beer"). Accordingly, it observed that TASMAC has statutory monopoly in relation to: (i) the wholesale and retail supply of Indian Made Foreign Liquor; and (ii) the distribution and sale of liquor for the entire state of Tamil Nadu. Hence, TASMAC was held to be dominant in the Market for Beer.
Based on the procurement data for the last three financial years furnished by TASMAC, the CCI noted that the market share of brands of two manufacturers, i.e., Kals Breweries Pvt. Ltd. and SNJ Breweries Pvt. Ltd.24, is significantly higher compared to other brands25.
In light of the above, the CCI prima facie noted that TASMAC appears to be abusing its dominant position in the Market for Beer by limiting market access to certain brands of beer and directed the DG to conduct an investigation.
CCI dismisses information against Zomato. for unfair and discriminatory conduct26
On March 6, 2025, the CCI dismissed an information27 against Zomato in relation to unfair and discriminatory conduct.
The informant alleged that Zomato abused its dominance in the market for app based food delivery services in India. It has been alleged that Zomato: (i) charged consumers prices 20–30% above restaurant menu rates without displaying menu prices on packaging; (ii) levied platform, delivery, packing charges, donations and tips by default without a visible opt out; (iii) operated as a duopoly with no real competition leading to levy of undue, excessive and monopolistic charges on the consumers; (iv) earned treasury profits by delaying payments to restaurants; and (v) failed to assume responsibility for the quality, freshness or safety of delivered food.
The CCI observed that no specific violation of the provision of the Act had been pleaded. However, given the focus on allegedly unfair or discriminatory charges, the CCI examined the information to assess any abuse of dominant position by Zomato. It was held that the informant had provided no data or evidence to support a duopolistic market structure or to demonstrate that the fees charged were unfair or discriminatory. The CCI further noted that tips to delivery agents were optional with an easily visible opt out. Additionally, the allegations regarding food edibility, packaging disclosures and payment timing did not raise competition concerns.
Accordingly, the CCI held that there is no prima facie case of abuse of dominance and delineation of a relevant market is unnecessary and closed the information.
Footnotes
1. Civil Appeal No. 6071 OF 2023, Independent Sugar Corporation Ltd. v. Girish Sriram Juneja, order dated January 29, 2025, available at: https://api. sci.gov.in/supremecourt/2023/38828/38828_2023_4_1503_59041_Judgement_29-Jan-2025.pdf.
2. Competition Appeal (AT) No. 04 of 2023, Alphabet Inc. & Ors. v. Competition Commission of India & Anr., order dated March 28, 2025, available at: https://efiling.nclat.gov.in/nclat/order_view.php?path=L05DTEFUX0RvY3VtZW50cy9DSVNfRG9jdW1lbnRzL2Nhc2Vkb2Mvb3JkZXJzL0RFTEhJLzIwMjUtMDMtMjgvY291cnRzLzEvZGFpbHkvMTc0NDgwNzE1OTk1Mzk0MjI1NzY3ZmZhNGY3MmQ1YzEucGRm.
3. Converted at 1 USD=INR 85.75
4. The appeal arises from the CCI order observing Google to be dominant in two relevant markets: (i) licensable OS for smart mobile devices in India; and (ii) app stores for Android mobile OS in India and held that its conduct constituted abuse of dominance, imposing a penalty of INR 936.44 crore (approximately 109.26 USD million).
5. Civil appeal No. 2480 of 2014, Excel crop care limited vs. Competition Commission of India and Others., order dated May 8, 2017, available at: https://indiacorplaw.in/wp-content/uploads/2017/05/excel-crop-v-cci.pdf.
6. Case No. 34 of 2024, Mr. Maulik Surani and Alphabet Inc., Google LLC, Google International LLC, Google India Private Limited, order dated January 8, 2025, available at: https://www.cci.gov.in/antitrust/orders/details/1168/0
7. The information was filed by Mr. Maulik Surani, the co-founder of M/s Capset Infotech, a Surat-based entity which specializes in web, mobile application, and software development, with several mobile applications listed on the Google Play Store.
8. The allegation primarily relates to various ad-tech intermediation services provided by Google and the DG is already investigating certain aspects of such ad-tech intermediation services provided by Google by way of earlier CCI orders. Please see: Case No. 41 of 2021, Digital News Publishers Association and Alphabet Inc. & Others, order dated January 7, 2022, available at: https://www.cci.gov.in/antitrust/orders/details/11/0; Case No. 10 of 2022, The Indian Newspaper Society and Alphabet & Others, order dated February 22, 2022, available at: https://www.cci.gov.in/antitrust/ orders/details/11/0; and Case No. 36 of 2022, News Broadcasters & Digital Association and Alphabet & Others, order dated October 2, 2022, available at: https://www.cci.gov.in/antitrust/orders/details/11/0.
9. It increased from the previous 9% to approximately 30%.
10. Ibid.
11. Case No. 3 of 2024, XYZ and Microsoft Corporation, Microsoft Corporation (India) Private Limited, order dated March 3, 2025, available at: https://www. cci.gov.in/antitrust/orders/details/1172/0.
12. The CCI granted confidentiality on the details of the informant CCI.
13. The CCI has consistently held that owing to technological differences and differences in intended usage and characteristics, there is no substitutability between smart mobile OS and desktop OS, and they form part of separate relevant markets. Please see: Case No. 7 of 2020, XYZ and Alphabet Inc., Google LLC, Google Ireland Limited, Google India Private Limited, Google India Digital Services Private Limited, order dated November 9, 2020, available at: https://www.cci.gov.in/antitrust/orders/details/71/0.
14. Case No. 15 of 2020, Harshita Chawla v. WhatsApp and Anr., order dated August 18, 2020, available at: https://www.cci.gov.in/antitrust/orders/ details/118/0. The CCI in this case laid down certain conditions which need to be fulfilled to conclude a case of tying. Such conditions are: (i) the tying and tied products are two separate products; (ii) the entity concerned is dominant in the market for the tying product; (iii) the customers or consumer does not have a choice to obtain the tying product only without the tied product; and (iv) the tying is capable of restricting/foreclosing competition in the market.
15. The conditions (iii) and (iv) laid down in the Harshita Chawla Case are not met as neither the end users nor the OEMs are obliged to retain Microsoft Defender as their sole antivirus solution and users may at any time install, run in parallel, or register third party products which makes them free to preinstall alternative security software on Windows devices. Additionally, the OEMs are permitted to install alternative third-party anti-virus software on the desktops and laptops running windows OS. Thus, it does not foreclose or restrict market access.
16. Case No. 7 of 2024, XYZ And Aegis Logistics Limited, Indus Petro Chem Limited & Sea Lord Containers Limited, order dated March 3, 2025, available at: https://www.cci.gov.in/antitrust/orders/details/1173/0.
17. Case No. 10 of 2020, In Re: Ved Prakash Tripathi v. Director General Armed Forces Medical Services & Ors., order dated May 6, 2020, available at https:// www.cci.gov.in/antitrust/orders/details/139/0; and Case No. 41 of 2018, Reprographics India v. Hitachi Systems Micro Clinic Pvt. Ltd. & Anr, order dated November 9, 2018, available at: https://www.cci.gov.in/antitrust/ orders/details/216/0.
18. Case No. 16 of 2024, Mr. Rajesh George and Honda Motorcycle & Scooter India Pvt. Ltd., order dated January 14, 2025, available at: https://www.cci. gov.in/antitrust/orders/details/1166/0.
19. The information was filed by Mr. Rajesh George who is the Managing Director of Classic Omega Auto Private Limited having its registered office at Thrissur, Kerala, and a dealer of HMSI.
20. The CCI noted that the informant was coerced to abandon Suzuki dealership in 2018 as a pre-condition for being eligible for HMSI dealership. This gave rise to the cause of action in 2018 itself. The CCI refused to condone the delay as the informant's averments showed that he was aware of the issues long before lodging his complaint, i.e., since 2018. He continued to prefer the dominant entity's product until January 2024. This factor regarding timeline of filing an information assumes importance in light of the recent amendment made to the Act which mandates a 3-year time limit for filing information or reference for anti-trust concerns.
21. Case No. 02 of 2024, Chakra R Prabhakaran v. Tamil Nadu State Marketing Corporation Limited., order dated March 25, 2025, available at: https://www. cci.gov.in/antitrust/orders/details/1179/0.
22. The information was filed by an individual, Mr. Chakra R Prabhakaran.
23. i.e., 'SNJ 10000' and 'British Empire'.
24. i.e., 'SNJ 10000' and 'British Empire', respectively.
25. The CCI further observed that among other brands mentioned in TASMAC's price list, only Kingfisher and Zingaro had a significant share in procurement.
26. Case No. 27 of 2024, Lalit Wadher v. Zomato Ltd., order dated March 6, 2025, available at: https://www.cci.gov.in/antitrust/orders/details/1180/0.
To view the full article, click here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
