India Lets Google Keep Its Bundle: Hidden Risks In CCI's First Ever Settlement Under Settlement Regulations

A. Introduction

The Competition Commission of India's ("CCI" or "Commission") Order in Kshitiz Arya & Anr. Vs. Google LLC & Ors.¹ marks the first invocation of the CCI (Settlement) Regulations, 2024 ("Settlement Regulations"). Notified on 06.03.2024, Settlement Regulations empower CCI to admit settlement applications, place inquiries in abeyance, and impose structured commitments in lieu of protracted adversarial proceedings. The case involved Google's Android operating system for smart TVs (Android TV) and related agreements with TV manufacturers. In June 2024, Google submitted a settlement proposal under Section 48A of the Competition Act, 2002 ("Act"), offering three commitments namely, a standalone India‑specific licensing agreement for its Play Store and Services ("New India Agreement"), waivers of Android Compatibility Commitments ("ACC") where Google apps are not preloaded, and reminders of OEMs' existing rights to use open‑source Android or rival operating systems. The CCI, by majority, accepted Google's proposal in its June 5, 2024 meeting, placing the inquiry in abeyance pending compliance. Member Mr. Anil Agrawal dissented by stating that the settlement fails to redress the core competition concerns identified by the Director General ("DG") and risks entrenching anti‑competitive arrangements. The CCI vide its majority order dated 21.04.2025 has accepted the settlement offered by the Google and imposed a penalty of Rs. 20.24 Crores for the violations of the Act. Further, the Commission also directed Google to submit yearly compliance report for next 5 years confirming adherence to the obligations specified in settlement proposal.

B. Background

The complaint filed by the Informants alleged Google's anti-competitive practices in violation of Section 4, read with Section 32², of the Act. They further alleged anti-competitive agreements involving Google and two leading manufacturers of smart TV devices—Xiaomi Technology India Pvt. Ltd. and TCL India Holdings Pvt. Ltd. which contravened Section 3, read with Section 32, of the Act.

According to the Informants, Google licenses Android TV, an Operating System (OS) specifically designed for smart TVs to Original Equipment Manufacturers (OEMs) through Television App Distribution Agreement (TADA) and Android Compatibility Commitments (ACC), the latter formerly known as Anti-Fragmentation Agreements (AFA). It was alleged that these agreements contain restrictive covenants that violate Sections 3(4)³ and 4⁴ of the Act.

The Informants claimed Google has asserted dominance in two relevant markets: the market for licensable operating systems for smart TVs and the market for app stores for smart TV operating systems, where Google's Play Store comes pre-installed on nearly all Android TV devices. They asserted that Google's agreements imposed unfair restrictions by bundling the Play Store with Android TV OS, thereby ensuring all Android TVs mandatorily came pre-installed with the Play Store, thus denying competitive OS and app-store providers market access.

Further allegations included Google's imposition of ACC/AFA obligations that prohibited OEMs from developing, distributing, or selling devices based on alternative or forked Android OS versions. According to the Informants, these restrictive agreements also imposed supplementary obligations on OEMs beyond Android OS licensing, severely limiting their freedom to innovate, conduct independent research and development, and restricting their ability to market devices across their entire product range. These practices collectively resulted in significant entry barriers and substantially curtailed competition in the concerned markets.

The Commission vide its Order dated 22.06.2021 formed a prima facie view that Google has contravened various provisions of Section 4 of the Act. The Commission noted that Google's requirement for device manufacturers to sign the ACC as a prerequisite for pre-installing its proprietary apps, including the Play Store, restricted OEMs from developing or distributing devices that use competing Android versions, and the restriction applied on OEM's entire device portfolio, not just Android TV OS devices. The mandatory pre-installation of Google apps under TADA and the leveraging of Play Store dominance to promote other services like YouTube were also cited as anti-competitive practices. CCI based on these observations directed DG to investigate under Section 26(1) of the Act and examine the allegations of "refusal to deal"⁵ and "exclusive dealing/supply"⁶ in terms of the provisions contained in section 3(4) read with Section 3(1) of the Act as well.

C. DG's Findings

D. Settlement Application

On 21.05.2024, Google filed a Settlement Application under Section 48A⁸ of the Act read with Settlement Regulations. Google's proposal included offering a standalone "New India Agreement" for Google Play Store and GPS without mandatory placement requirements, waiving TADA's ACC obligations for devices without Google apps, and reminding Android TV partners of their flexibility to use other OS alternatives. Google committed to following these terms for five years with compliance reports.

On 05.06.2024, the Commission, under Regulation 4(3)⁹ of the Settlement Regulations, placed the inquiry against Google in abeyance and invited objections under Regulation 5¹⁰. Subsequently, Google notified global commercial changes regarding Android TV on 14.06.2024, and provided an updated settlement proposal summary on 26.06.2024, indicating it would cease certifying new Android TV models from 01.07.2025 but support existing models until 2029. On 10.07.2024, the Commission considered these updates and invited further objections and suggestions from concerned parties regarding Google's revised settlement proposal.

In response to the settlement proposal of Google, the DG and Informants responded with their concerns and objections to the settlement proposal and Google responded to the same which can be summarized as follows:

E. Majority Decision

The Commission through its majority accepted the settlement proposal of Google and held that it sufficiently addresses DG's competition concerns by removing critical barriers, mandatory preinstallation of Google's full app suite, ACC obligations preventing Android forks, and tied YouTube services. The Commission noted that Google's commitment to clear contractual amendments and flexible licensing agreements, coupled with compliance mechanisms, addresses the fundamental competitive issues identified by the DG effectively and pragmatically.

The Commission in its majority view addressed DG's findings by comparing it with the settlement proposal and its effects. The Commission while calculating the settlement amount, acknowledged the conclusions outlined in the report of the DG, which, among other findings, establish that Google has engaged in an abuse of its dominant market position by enforcing a tying arrangement between the YouTube application and the Play Store on Android TV. The commission while addressing DG's findings gave comprehensive analysis of the settlement proposal which is as follows:

1. Mandatory Preinstallation of Google Applications (GTVS) and Tying of YouTube with Play Store (Sections 4(2)(a)(i) and 4(2)(d) of the Act)

The Commission noted that Google's settlement introduces a "New India Agreement," offering OEMs a standalone licence for the Google Play Store and Google Play Services (GPS) without requiring preinstallation of any additional Google services, including YouTube. Unlike previous agreements, this arrangement has no default placements or settings obligations. OEMs now have complete flexibility to either license solely the Play Store or continue under the existing TADA, depending on their commercial strategies. This allows access to competitors to Google's services, such as alternative video hosting platforms, a fair opportunity for placement and preinstallation, directly addressing DG's concerns regarding mandatory app preinstallation and tying of YouTube.

The Commission further acknowledged Google's decision to charge licensing fees under the New India Agreement. While noting the DG's concern about previously free services, the Commission clarifies its role does not extend to regulating prices. The Commission observed that Google's explanation that fees are essential to offset revenue losses from excluding other Google applications under the standalone licence is reasonable. Additionally, OEMs have opportunities to mitigate these costs through commercial arrangements with competing application providers, generating alternative revenue streams through exclusive or non-exclusive promotional agreements.

2. Restrictions on Development and Distribution of Android Forks through ACC/AFA Obligations [Sections 4(2)(b)(ii) and 4(2)(c)]

The Commission observed that Google's settlement explicitly addresses these findings through a legally binding waiver communicated to all Android TV OEMs in India, eliminating TADA's requirement for an ACC for devices not preloaded with Google's proprietary apps. Google also commits to revising its TADA template accordingly, ensuring both existing and new OEM partners have contractual clarity regarding this waiver. Notably, this waiver extends beyond smart TVs to encompass other device categories like mobile phones and smartwatches, effectively removing previous barriers imposed by ACC/AFA obligations.

By eliminating the link between licensing Google Play and mandatory compatibility obligations, Google's proposal directly addresses the DG's concern of unfair supplementary obligations that inhibited market access and technological innovation. OEMs are now free to commercially pursue non-compatible Android versions (forks), significantly enhancing their product-development freedom and market entry opportunities.

3. Continued Offering of TADA alongside New India Agreement

The Commission reviewed OEMs' feedback noted in the DG report Hisense, Skyworth, Xiaomi, and Havells indicating strong consumer demand for Google's bundled services. OEMs emphasized that preinstallation of Google apps, including YouTube and Google Assistant, aligns with consumer preferences and commercial benefits. Thus, maintaining both agreements concurrently (the existing TADA and the proposed New India Agreement) offers OEMs broader commercial flexibility, enabling them to meet diverse consumer expectations and business strategies. This dual approach not only mitigates DG's competition concerns by providing genuine choice but also respects market realities where bundled Google services remain widely preferred. The Commission saw merit in this pragmatic approach.

4. Duration and Monitoring of Google's Commitments

The Commission found Google's proposed five-year duration suitable and practical, matching Google's global operational timelines (stopping Android TV certification by July 2025 and maintaining device support till 2029). This time-bound commitment ensures clarity and operational predictability, enabling effective compliance monitoring. Moreover, the Commission notes that the Settlement Regulations contain mechanisms to oversee Google's adherence to these commitments. If compliance issues arise, legal provisions for revocation or modification of the settlement order provide sufficient protection against potential non-compliance risks.

F. Dissenting Order

Member Mr. Anil Agrawal dissenting from the Majority Order, rejected Google's settlement proposal primarily because it fails to adequately address key anti-competitive concerns highlighted by the DG. Mr. Agrawal emphasized that Google's proposed dual licensing structure, continuing the existing TADA (offering free but restrictive bundled applications) alongside a new, fee-based "New India Agreement" does not eliminate, but rather perpetuates the competition issues identified. Mr. Agrawal formed the dissenting order on the basis of the following reasons:

1. TADA Identified as the Core Abuse - The DG concluded that the TADA itself is anti-competitive: it obliges OEMs to pre-install the full GTVS bundle, dictate app-screen order, and place a Google-branded button on both physical and mobile remotes. Member Mr. Agrawal notes that Google's assertion that the DG criticised only the absence of a standalone Play Store licence contradicted by the DG's own findings, which label TADA's terms unfair under Sections 4(2)(a)(i), 4(2)(d) and 4(2)(e) of the Act.
2. Dual-Licence Structure Skews Market Choice - Under Google's plan, OEMs may choose a free TADA (with all the abusive conditions) or a paid New India Agreement (without them). Mr. Agrawal found this "flexibility" illusory: price-sensitive OEMs will stay with the free bundle, so the market will continue to run on the very agreement the DG has found unlawful. The settlement therefore fails to correct the competitive harm.
3. Tying of YouTube Remains Unresolved - The DG's specific concern was YouTube's compulsory installation and prime placement under TADA, which forecloses rival video-hosting apps. Google answers that the tie disappears under the New India Agreement but it survives under TADA, which is still expected to cover the bulk of Indian smart-TV sales. Hence the central abuse is untouched.
4. Google-Button Mandate Still in Place - TADA obliges OEMs to place a dedicated Google button on their remotes, a practice the DG viewed as unrelated to OS licensing and therefore unfair. Google claims this issue was never flagged, yet the DG report does so explicitly. Again, the settlement lifts the requirement only for the paid licence, leaving it intact under TADA.

G. Conclusions and Critical Analysis

The Majority Order, while achieving a resolution without eliminating anti-competitive agreement or behaviour, has garnered attention and prompted discussion regarding its potential effectiveness in addressing the competition concerns initially identified. This analysis seeks to critically examine certain aspects of the majority's settlement order, highlighting areas that may warrant further consideration regarding their impact on market competition and alignment with established antitrust principles.

1. The Dual-Licensing Regime: A Potential Persistence of Concerns?

A central element of the approved settlement is the introduction of a dual-licensing structure. Google proposed, and the majority accepted, a framework where the existing TADA coexists with unbundled New India Agreement. While the majority viewed this as enhancing OEM flexibility, it is contended that the structure raises significant questions about its practical ability to remedy the anti-competitive bundling.

Under this regime, OEMs can either continue with the 'free' TADA, which includes the full suite of Google apps but carries the previously identified restrictive conditions, or opt for the New India Agreement, which licenses core GPS for a fee but allows greater freedom in app choice. This arrangement appears to create a financial impediment for choosing the pro-competitive, unbundled path. As was also noted with concern by the dissenting member, requiring payment for unbundling while offering the bundled, restrictive option for free may predictably lead many cost-sensitive OEMs to maintain the status quo.

Consequently, conduct identified during the investigation as potentially anti-competitive, specifically, the mandatory bundling of apps may effectively persist for a significant portion of the market choosing TADA. Furthermore, the settlement does not appear to mandate modifications to TADA itself to address specific concerns like the tying of YouTube to the Play Store, an issue raised by the DG's investigation as a potential abuse. While the New India Agreement allows for alternatives to YouTube, the settlement's structure permits the continuation of this tying arrangement for OEMs remaining on TADA. This raises questions about whether the settlement fully ensures compliance with the spirit of Section 4 of the Act regarding tying and bundling across all operative agreements.

2. The Absence of a Mandatory Transition Framework: Implications for Market Evolution

Linked to the dual-licensing structure is the notable absence of a mandated timeline or framework for migrating OEMs from the legacy TADA to the new agreement. While Google indicated plans to stop certifying new TADA models after June 2025, support for existing TADA devices extends to late 2029. This extended timeframe effectively perpetuates potentially anti-competitive contractual terms for several years.

Concerns were raised, including in the dissenting opinion, that a clear migration roadmap was necessary for the settlement to be effective.¹¹ Without an obligation on Google to transition partners within a reasonable period, the remedy's impact could be diluted. Allowing TADA to persist indefinitely for willing partners may fall short of the structural changes. This contrasts with situations like Google's response in Europe, where a distinct, compliant agreement (EMADA) was introduced more broadly following regulatory intervention. The lack of a similar uniform approach in India might inadvertently allow the previously identified market dynamics to continue.

3. Scope of Remedies: Are Identified Anti-competitive Practices Fully Addressed?

Further examination suggests that the settlement may not comprehensively address all the anti-competitive practices identified during the investigation phase.

• YouTube Tying: As discussed, the tying concerns within TADA itself remain unaddressed by the settlement's terms applicable to that agreement.
• ACC Restrictions: The remedy concerning the ACC involves Google agreeing to waive enforcement of a specific clause for certain devices, communicated through letter. While a positive step, this approach stops short of requiring a formal amendment or removal of problematic ACC from the underlying agreement.

Taken together, these aspects suggest that certain elements of conduct flagged during the investigation phase may persist under the settlement's framework. A settlement ideally aims for complete compliance; the current structure leaves room for debate on whether this standard has been fully met.

4. Comparative Perspectives: International Approaches to Similar Issues

Under global antitrust precedents, authorities have typically responded to tying and bundling abuses by imposing outright prohibitions rather than allowing parallel, optional regimes. For instance, when the European Commission determined that Google's Android agreements unlawfully tied its Search and Chrome apps to the Play Store, it forbade any contract term that made Play Store access conditional on installing Google's core suite.¹² OEMs were thus guaranteed a single, unbundled licensing path, and the legacy, bundle-mandating arrangement was eliminated altogether. By contrast, the CCI's settlement permits Google to continue offering the original TADA with its mandatory pre-installation, YouTube tie-in, and strict placement directives alongside a paid "unbundled" license. Whereas the EU remedy ensures that no OEM can be compelled into a bundle, India's approach effectively preserves the anti-competitive contract for those unwilling or unable to pay for freedom, softening the bite of the regulator's own findings.

Similarly, in its Amazon e-commerce settlement¹³, the European Commission secured structural changes designed to neutralize self-preferencing and data-leveraging risks; Amazon was required to offer all sellers an equal "Buy Box" interface, institute a second Buy Box for competing offers, and refrain from using non-public seller data to advantage its own retail arm.¹⁴ These remedies went beyond mere behavioural pledges to reshape platform mechanics in a way that permanently redistributed competitive opportunities. In contrast, the instant case remains focused on a behavioural bifurcation, the New India Agreement versus TADA without mandating redesign of the platform or channels through which Google's dominance is exerted. There is no requirement in the settlement to redesign home-screen arrangements, eliminate remote-button monopolies, or ensure true parity for rival video apps under the default contract.

In the United States the DOJ's consent decree with Microsoft barred the tying of Internet Explorer to Windows for every OEM, installed a technical committee to police compliance and remained in force after extensions for a full decade.¹⁵ The UK CMA has taken a similarly firm view in the Google Privacy Sandbox case¹⁶, Google must apply its browser-privacy changes on equal terms to itself and rivals, and a trustee supervises every implementation step. Measured against these precedents, the CCI's decision to let TADA the agreement already deemed prima facie abusive co-exist indefinitely with a paid, unbundled licence appears notably restrained. Rather than extinguishing the constraint for the whole market, India's settlement requires each OEM to purchase relief from the tying obligation, leaving the original conduct legally available and potentially attractive to cost-sensitive manufacturers. The contrast suggests that, at least in this inaugural use of the 2024 Regulations, the CCI has opted for a compromise that prioritises transactional closure over the kind of across-the-board structural change demanded by its overseas counterparts.

H. Impact on future settlement applications and conclusions

On a broader note, CCI's acceptance of this settlement sets a precedent for how leniently dominant firms might be handled under the new Settlement Regulations. If this becomes the template a quick settlement with a light financial settlement and commitments that don't fully fix the anti-competitive issues, it could encourage other companies under investigation to offer minimal compromises to escape harsher outcomes. It is hoped that this settlement is not perceived as eagerness to settle at the cost of enforcement rigor, especially given this was the first test of the Settlement Regulations. Ideally, a settlement should only be accepted if it secures complete compliance with the Act, here, compliance is only partial. It will be important for CCI in future cases to demonstrate that settlement is not a soft option and that it can insist on more substantial concessions.

In conclusion, the majority order in this case, while breaking new ground as CCI's first settlement, shows significant limitations. By permitting Google to maintain its old contract regime alongside a new one, the CCI has left a backdoor for anti-competitive conduct to persist. This outcome contrasts with more effective remedies in other jurisdictions, each jurisdiction, in its own way, has recognized that settlements in digital markets must have teeth: whether through structural separation of products, strict behavioural rules, or ongoing monitoring. The inclusion of a strong dissent by Member Mr. Anil Agrawal calling for outright rejection of Google's proposal and for a single licensing framework that eradicates the problematic terms shows that the majority's approach was contentious even within the Commission.

This is a learning moment for India's competition law regime. Going forward, if CCI entertains settlements, it must ensure that settlement is a tool to enhance compliance, not evade it. Orders should be structured such that anti-competitive conduct is not only stopped in form but also in substance, with no leeway for continuation under another guise. This may mean demanding more from applicants: be it an unequivocal end to tying, a commitment to one standardized agreement, or timelines to phase out old contracts. It may also mean involving third-party monitors or imposing larger penalties to incentivize genuine reform. Ultimately, the goal of the Competition Act is to protect the competitive process, a goal only met if remedies extinguish the sources of competitive harm. In this case, that meant breaking Google's chokehold on OEMs. The majority order makes progress, but leaves loopholes, thereby inviting criticism that consumer choice and market fairness may not markedly improve despite the settlement. Such an outcome, if not corrected in future oversight or cases, could risk India lagging behind global best practices in antitrust enforcement in the digital era.

Footnotes

1. CCI, Case No. 19 of 2020

2. 32. Acts taking place outside India but having an effect on competition in India.—The Commission shall, notwithstanding that,—

have power to inquire 1[in accordance with the provisions contained in sections 19, 20, 26, 2[29, 29A and 30] of the Act] into such agreement or abuse of dominant position or combination if such agreement or dominant position or combination has, or is likely to have, an appreciable adverse effect on competition in the relevant market in India 1[and pass such orders as it may deem fit in accordance with the provisions of this Act].

3. Section 3(4) of the Competition Act, 2002 (as amended):

3(4) Any agreement amongst enterprises or persons at different stages or levels of the production chain in different markets, in respect of production, supply, distribution, storage, sale or price of, or trade in goods or provision of services, including—

4. Section 4. Abuse of Dominant Position

(1) No enterprise or group shall abuse its dominant position.

(2) There shall be an abuse of dominant position under sub-section (1), if an enterprise or a group—

market.

5. As defined under Explanation (d) to Section 3(4) of the Competition Act, 2002: "refusal to deal" includes any agreement which restricts, or is likely to restrict, by any method the persons or classes of persons to whom goods are sold or from whom goods are bought.

6. Exclusive supply agreement [Explanation (b)]: Includes any agreement restricting in any manner the purchaser in the course of his trade from acquiring or otherwise dealing in any goods other than those of the seller or any other person.

7. Supra at 3

8. 48A. Settlement.—

(1) Any enterprise, against whom any inquiry has been initiated under sub-section (1) of section 26 for contravention of sub-section (4) of section 3 or section 4, may, for settlement of the proceeding initiated for the alleged contraventions, submit an application in writing to the Commission in such form and upon payment of such fee as may be specified by regulations.

(2) An application under sub-section (1) may be submitted at any time after the receipt of the report of the Director General under sub-section (4) of section 26 but prior to such time before the passing of an order under section 27 or section 28 as may be specified by regulations.

(3) The Commission may, after taking into consideration the nature, gravity and impact of the contraventions, agree to the proposal for settlement, on payment of such amount by the applicant or on such other terms and manner of implementation of settlement and monitoring as may be specified by regulations.

(4) While considering the proposal for settlement, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their objections and suggestions, if any.

(5) If the Commission is of the opinion that the settlement offered under sub-section (1) is not appropriate in the circumstances or if the Commission and the party concerned do not reach an agreement on the terms of the settlement within such time as may be specified by regulations, it shall, by order, reject the settlement application and proceed with its inquiry under section 26.

(6) The procedure for conducting the settlement proceedings under this section shall be such as may be specified by regulations.

(7) No appeal shall lie under section 53B against any order passed by the Commission under this section.

(8) All settlement amounts, realised under this Act shall be credited to the Consolidated Fund of India.

9. Regulation 4 (3) - When the Settlement Application complete in all respects is placed for consideration before the Commission under sub-regulation (1) above, the inquiry against the Settlement Applicant shall remain in abeyance till final decision on the Settlement Application or till such time, as may be decided by the Commission.

10. 5. Invitation of objections and suggestions on proposal for settlement. –

(1) While considering the proposal for settlement, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their comments, objections, or suggestions, if any, within 21 (twenty one) days. For the said purpose, the Commission would share a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act, findings of the Director General in the investigation report received under sub-section (4) of section 26 of the Act along with details of the competition concerns, alleged contraventions, duly capturing settlement proposal offered by the Settlement Applicant, how they address the competition concerns and any other detail as deemed fit.

(2) The comments, objections and suggestions filed by the concerned parties shall contain the following details:

11. Dissent Note – Per Mr. Anil Agrawal, Member, ¶ 92, Page No. 16

12. CASE AT 40099 - Google Android dated 18.07.2018 available at https://ec.europa.eu/competition/antitrust/cases/dec_docs/40099/40099_9993_3.pdf Last visited on 03.05.2025

13. Case COMP/AT.40462 and Case COMP/AT.40703 – Amazon, Commitments to the European Commission available at https://ec.europa.eu/competition/antitrust/cases1/202252/AT_40703_8825092_1476_4.pdf last visited on 02.05.2025

14. CASE AT.40462 - Amazon Marketplace and AT.40703 – Amazon Buy Box, dated 20.12.2022 available at https://ec.europa.eu/competition/antitrust/cases1/202310/AT_40703_8990760_1533_5.pdf last visited on 02.05.2025

15. United States of America vs Microsoft Corporation Civil Action No. 98-1232 (CKK) United States District Court for The District of Columbia

16. Google Privacy Sandbox, Case No. 50972, available at https://assets.publishing.service.gov.uk/media/62052c52e90e077f7881c975/Google_Sandbox_.pdf last visited on 01.05.2025

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.