Antitrust And Competition Newsletter | April 2025

The month of April 2025 marked a significant milestone in the enforcement landscape of Indian competition law, with the Competition Commission of India ("CCI") issuing its first-ever Order of Settlement. In a landmark development, the CCI accepted Google's settlement proposal in the ongoing Android TV case, subject to the payment of a settlement amount of INR 20.24 crores (approximately USD 2.37 million). Additionally, in a separate matter, the CCI imposed a penalty of INR 104.03 Lakh (approx. USD 0.123 million) upon UFO Moviez India and INR 165.8 Lakh (approx. USD 0.196 million) upon Qube Cinema Technologies Pvt. Ltd., for contravention of provisions of Section 3(4) of the Act, resulting in tie-in arrangement, exclusive supply agreement and refusal to deal. On the merger control front, the CCI granted approvals to a number of notable combinations such as acquisitions by 360 ONE Private Equity Fund, Multiples Plenty Private Equity GIFT Fund, Alat Technologies Company etc.

For keeping our readers updated, in this edition we provide a quick snapshot of the extra – territorial jurisdiction of the CCI, followed by brief of anti-trust orders passed and combinations approved by the CCI, along with information on upcoming events.

I. Extra – territorial jurisdiction of the CCI

In view of provisions of Section 32 of the Competition Act, 2002 ("Act"), the CCI is emprowered to inquire into conducts / acts taking place outside India but having effects on competition in India. In terms of the said provision, the CCI have powers to initiate an inquiry in accordance with the provisions contained in Section 19, 20, 26, 29, 29A and 30 of the Act into any agreement, abuse or dominance or combination if such agreement, dominant enterprise or combination has or is likely to have an appreciable adverse effect on competition in the relevant market in India. The CCI may also pass such orders as it deems appropriate, in accordance with the provisions of the Act. For the purposes of the Act, it is immaterial that – a) an agreement referred to in Section 3 of the Act has been entered into outside India; or b) any party to such agreement is outside India; or c) any enterprise abusing the dominant position is outside India; or d) a combination has taken place outside India; or e) any other matter or practice or action arising out of such agreement or dominant position or combination is outside India.

II. Orders Passed and Combinations Approved by the Competition Commission of India

i. Competition Commission of India passes its first ever settlement order in Google's Android TV matter

In Re: Kshitiz Arya & Anr. And Google LLC and Ors. (Case No. 19 of 2020)

CCI on 21.04.2025 passed its first ever settlement order under Section 48A(3) of the Act by accepting Google's settlement proposal and imposing a settlement amount of INR 20.24 crores (approx. USD 2.37 million) upon Google. The CCI vide order dated 22.06.2021 ordered an investigation against Google LLC, Google India Private Limited (collectively referred as "Google") and TV manufacturers, Xiaomi Technology India Pvt. Ltd. ("Xiaomi") and TCL India Holdings Pvt. Ltd ("TCL") upon receipt of an information filed by two individuals, namely, Mr. Kshitiz Arya and Mr. Purushottam Anand (collectively referred as "Informants"). The Informants alleged that by virtue of its Television Application Distribution Agreement ("TADA") and conditional Android Compatibility Commitments ("ACC"), Google violated provisions of Section 4 and Section 3(4) of the Act by abusing its dominant position in the smart TV ecosystem, and by entering into anti-competitive agreements i.e., TADA and ACC with Xiaomi, TCL, and other original equipment manufacturers ("OEMs"), respectively. Post investigation, the DG submitted its report with adverse finding(s) against Google that it abused its dominant position in contravention of Section 4 of Act in the relevant markets for "licensable smart TV device operating system" and "App stores for android smart TV operating system in India", through its two agreements – TADA and ACC. However, it did not find any violation of provisions of Section 3(4) of the Act. Upon receipt of the report of the DG, Google filed its application for settlement with the CCI. The CCI after considering the submissions of the DG and third parties, accepted the following terms of settlement proposed by Google and passed its first ever order of settlement under Section 48A(3) of the Act:

1. Google will offer a "New India Agreement" to OEMs for a certain fee to make available standalone license for Google Play Store and Google Play Services for compatible smart TV devices sold in India. Alongside New India Agreement, Google will continue to offer its TADA agreement.
2. Google will not certify any new Android TV models starting from 01.07.2025 but will continue to support such devices through ongoing arrangements till the end of 2029.
3. Google will send letters to all of its Android TV partners that sell smart TV devices in India, informing that Google has legally waived the TADA requirements to have a valid ACC for devices shipped into India that do not include Google apps.
4. Google will send letters to all of its Android TV partners that sell smart TV devices in India, reminding them of the existing flexibility under their current agreements with Google to use open-source Android OS for smart TVs without taking any applications from Google or signing ACC; and develop TVs using other competing OS such as Tizen, WebOS, and Roku OS.
5. Google will amend its TADA template to reflect the foregoing and will make the same to all new TADA partners, as well as to existing partners upon renewal of their then-current TADA.

The CCI accepted the settlement proposal of Google for the period of five years subject to the payment of settlement amount. Additionally, the CCI also directed Google to submit annual compliance reports by April 15th of each year (covering the period up to March 31st of that year) for the next five years, confirming the adherence to the obligations specified in the settlement proposal.

ii. Competition Commission of India imposes penalty of INR 104.03 Lakh (approx. USD 0.123 million) upon UFO Moviez India Pvt and INR 165.8 Lakh (approx. USD 0.196 million) upon Qube Cinema Technologies Pvt. Ltd. for contravention of provisions of Section 3(4) of the Act

In Re: PF Digital Media Services Ltd. & Anr. And UFO Moviez India Ltd. & Ors. (Case No. 11 of 2020)

The CCI vide order dated 16.04.2025, imposed a penalty of INR 104.03 Lakh (approx. USD 0.123 million) and INR 165.8 Lakh (approx. USD 0.196 million) upon UFO Moviez India Pvt. ("UFO/OP-1") and Qube Cinema Technologies Pvt. Ltd. ("Qube/OP-3"), respectively, for indulging in tie-in arrangement, exclusive supply agreement, and refusal to deal in contravention of respective provisions under Section 3(4) of the Act. Additionally, the CCI also passed a cease-and-desist order under Section 27(a) of the Act and in terms of Section 27(d) of the Act modified the Equipment Lease Agreement(s) of UFO/OP-1 and Qube/OP-3 such that no restriction is imposed on supply of content from parties other than UFO/ OP-1 (and its affiliates) and Qube/OP-3.

In the said matter, an information was filed by PF Digital Media, an entity engaged in the business of Post-Production Processing ("PPP") of cinematograph films from their traditional formats to digital formats, and Mr. Ravinder Walia, a producer of movies against – UFO/OP-1, its subsidiary Scabble Digital Ltd. ("Scabble/OP-2"), Qube/OP-3 and others alleging violation of provisions of Section 3(4) and Section 4 of the Act, through their Equipment Lease Agreement(s) with Cinema Theatre Operators ("CTO") for lease of their Digital Cinema Equipment ("DCE") required for digital distribution of cinematograph films in theatres. The informants alleged that such agreements are in contravention of relevant provisions of Section 3(4) of the Act as the same are in the nature of tie-in arrangement, exclusive supply agreement, exclusive distribution agreement and refusal to deal. With respect to abuse of dominance by UFO/OP-1 in contravention of Section 4 of the Act, the informants submitted that UFO/OP-1 through its Equipment Lease Agreement(s) with CTO has engaged in denial of market access to all cinematographic films which were not post-production processed by its subsidiary Scrabble/OP-2. It was also alleged that UFO/OP-1 leveraged its dominance to protect the position of Scrabble/OP-2 in the relevant market for PPP. However, the CCI, in its a prima facie order passed on 17.09.2021, dismissed the allegations concerning abuse of dominance, as it found neither UFO/OP-1 nor Qube/OP-3 to be dominant in the defined relevant market, and accordingly directed the Director General ("DG") to investigate the matter. The DG conducted the investigation and submitted its investigation report with adverse findings against UFO/OP-1, Scrabble/OP-2 and Qube/OP-3.

The CCI analysed the investigation report of the DG and submissions of the parties and noted that there exists a vertical relationship between CTOs and DCE suppliers as CTOs seek the services of DCE suppliers such as UFO/OP-1 and Qube/OP-3 for exhibiting cinematographic films. Further, considering the market share of UFO/OP-1 and Qube/OP-3 along with other factors such as their widespread presence across the country, significant presence in multiplexes as compared to other players in the leased DCI-Compliant DCE market for the year of 2023 etc., the CCI held that both UFO/OP-1 and Qube/OP-3 are significant players having market power in the market for supply of DCI-Compliant DCE on lease/rent to CTOs in India. Also, CCI in its order concurred with the findings of the DG and held that the following conduct of UFO/OP-1, Scrabble/OP-2 and Qube/OP-3 resulted in appreciable adverse effects on competition ("AAEC") as the same created barriers to entry for new players in the PPP processing market:

Imposition of tie-in arrangement: With respect to allegations of tie-in arrangement in contravention of Section 3(4)(a) of the Act, the CCI took note of the clauses of the Equipment Lease Agreement(s) for lease of DCI-Compliant DCEs of UFO/OP-1 and observed that such clauses clearly provided for exhibition of content exclusively supplied by UFO/OP-1, with a restriction imposed on playing content from any other third party. Similarly, with respect to Qube/OP-3, the CCI noted that in all its deployment models for DCI-Compliant DCE, the content rights were vested with Qube/OP-3. Based on evidence placed on record, the CCI held that both UFO/OP-1 and Qube/OP-3 have indulged in tie-in arrangement with respect to provision of DCI-Compliant DCE on lease, by tying-in supply of content along with it.

Imposition of exclusive supply agreement(s): With respect to conduct of UFO/OP-1, the CCI noted that the Equipment Lease Agreement(s) of UFO/OP-1 with the CTOs shows that an exclusive supply agreement falling within the ambit of Section 3(4)(b) of the Act, existed between UFO/OP-1 and CTOs for supply of digital film content to the leased DCEs by virtue of clauses explicitly stating that the right to supply content is reserved by UFO/OP-1 along with forbidding supply of content by any other player on DCE leased from UFO/OP-1. The CCI noted that Clause 5 and Clause 7 of such agreement(s), restricted CTOs during their course of trade from acquiring or otherwise dealing with any cinematographic film other than that which has been processed by UFO's subsidiary Scrabble/OP-2. With respect to conduct of Qube/OP-3, the CCI found similar clauses relating to exclusive supply of content by Qube in its Equipment Lease Agreements with CTOs and found Qube/OP-3 to be indulging in an exclusive supply agreement in terms of Section 3(4)(b) of the Act, wherein it is requiring CTOs to only accept content supplied by it on its leased DCEs but also restricting supply of any content from other PPP service providers.

Imposition of refusal to deal: The CCI held that both UFO/OP-1 and Qube/OP-3 have indulged in refusal to deal in the market for provision of PPP services in India, by restricting CTOs operating under their lease network to receive supply of content cloned by any other PPP service provider. The CCI noted that both UFO/OP-1 and Qube/OP-2, created firewall on their leased DCEs which restricted Key Delivery Message ("KDM") supplied by other PPP providers from playing their content in cinema theatres of CTOs.

iii. Competition Commission of India closes information filed against Jammu and Kashmir Bank alleging contravention of provisions of Section 3 and Section 4 of the Act

In Re: Shri Umar Javeed & Anr. And Jammu and Kashmir Bank (Case No. 33 of 2024)

The CCI vide order dated 30.04.2025 closed an information against the Jammu and Kashmir Bank ("J&K Bank") filed by two individuals alleging contravention of provisions of Section 3 and Section 4 of the Act through its anti-competitive agreements/memorandum of understandings ("MoUs") with various entities /institutions for providing banking services to their employees/customers. The informants alleged that due to such agreements / MoUs, the employees/customers have been constrained to avail the services of J&K Bank only. The informants stated that J&K Bank has such agreements with Government of J&K, Universities located in the UT of J&K, various dealers/manufacturers of car/two-wheeler companies for financing of vehicle and one oil marketing company i.e., HPCL etc. The informants also stated that during one such incident while purchasing a motorcycle from a Royal Enfield dealer in J&K, they were compelled to purchase the motorcycle on loan from J&K Bank only. Additionally, it was also alleged that J&K Bank imposes unfair conditions on its customers by tying its services. For example, for availing a locker facility, J&K Bank require consumers to purchase fixed deposit of Rs. 15,000/- for a period of ten years apart from the payment of annual rent.

With respect to aforesaid allegations, the CCI noted that institutions ordinarily enter into agreements with Bank of their choice for availing/providing banking facility/services to/for their employees and that such arrangements are mutually decided by the parties. The CCI after perusal of such agreement / MoU between the Government of J&K and J&K Bank, found that there exists no prohibition for any entity and the banking institution from approaching each other for such kind of arrangements/services and that such kind of issues usually do not fall under the perimeter of competition law as they do not disclose any concern warranting intervention under the provisions of the Act. Further, CCI also noted that entering into MoUs/agreements by banks is a common feature in the ordinary course of business. Such partnership between banks and entities helps such entities to meet their banking needs, without any hurdle and helps them achieving uniformity and avoid the hassle in trying to keep track of the different sources from which the employees/consumers avail banking services. Therefore, such MoUs and agreements entered into between the J&K Bank and two-wheeler/four-wheeler dealers/manufacturers for facilitating their customers loan facility for purchasing these products cannot be considered as anti-competitive, ipso facto, and are not likely to cause AAEC, as mandated under Section 3 of the Act. Lastly, with respect to allegations of tie-in arrangement, CCI noted that no agreement indicating such tie-in arrangement has been placed on record by the informants and also as per the 'Standard Operating Procedure' available on the website of J&K Bank, having a fixed deposit for availing locker facility does not appear to be a mandatory requirement. Thus, in view of the same, the CCI dismissed the information and passed an order closure under Section 26(2) of the Act.

iv. Combinations Approved by Competition Commission of India

1. CCI approved acquisition of 23% of the expanded voting share capital of Shriram Asset Management Company Limited ("SAMC") by Sanlam Emerging Market (Mauritius) Limited, and additional acquisition of 26% of SAMC from public by Shriram Credit Company Limited through open offer. ¹
2. CCI approved – (i) indirect acquisition by Alat Technologies Company ("ATC") of shareholding in Vertical Topco S.à r.l, resulting in acquisition of approximately 15% in the TKE Group, and (ii) formation of joint venture by ATC and TKE Group (KSA JV). ²
3. CCI approved acquisition of Hindustan Coca-Cola Beverages Private Limited's business of preparing, packaging, supplying and distributing non-alcoholic beverages products in North Gujarat and Union Territory of Diu by Kandhari Global Beverages Private Limited. ³
4. CCI approved proposed collapse of the differential voting rights held by founders of Groww, and issuance of bonus compulsorily convertible preference shares to all existing shareholders of Groww. ⁴
5. CCI approved – (i) acquisition of certain equity shares of Bharti Axa Life Insurance Company Limited ("BALIC") by 360 ONE Private Equity Fund, through its schemes or affiliates ("360 Fund"); and (ii) subscription of certain equity shares in BALIC by Bharti Life Ventures Private Limited and 360 Fund. ⁵
6. CCI approved acquisition of certain shareholding in SNV Aviation Private Limited (Akasa Air) by PI Opportunities Fund-I Scheme-II (PIOF), certain executives of PIOF, Claypond Capital Partners Private Limited ("Claypond"), and 360 Fund, through its various schemes and affiliates. ⁶
7. CCI approved acquisition of certain class B compulsorily convertible preference shares of API Holdings from its existing shareholders, MEMG Family Office LLP by 360 ONE and Claypond. ⁷
8. CCI approved acquisition of shareholding in Vastu Housing Finance Corporation Limited, APAC Financial Services Limited, and Quantiphi, Inc by Multiples Plenty Private Equity GIFT Fund. ⁸
9. CCI approved combination involving Waverly Pte. Ltd, TPG Growth V SF Markets Pte. Ltd, TPG Growth III SF Pte. Ltd, Asia Healthcare Holdings Pte. Ltd, Rhea Healthcare Private Limited, Asia Healthcare Advisory Holdings LLP, and Asian institute of Nephrology and Urology Private Limited. ⁹
10. CCI approved transaction involving Aster DM Healthcare, BCP Asia, Centella and Quality Care India Limited. ¹⁰
11. CCI approved combination involving acquisition of 100% equity shareholding of the AAM India Manufacturing Corporation Private Limited by Bharat Forge Limited with voluntary modifications.
    Deemed Approvals ¹¹

Deemed Proposals:

XII. Patanjali Ayurved Limited along with five other acquirers received deemed approval of CCI for acquiring approximately 98.055% shareholding of Magma General Insurance Limited on fully diluted basis by way of share purchase. ¹²

XIII. Vonix Pte. Ltd. and Esturik Investments Pte. Ltd. received deemed approval of CCI for collectively acquiring certain shareholding in Wardha Steel Holdings Pte. Ltd. ¹³

III. Mark Your Calendar: Upcoming Events!

• Law Society Competition Conference 2025 scheduled on June 25, 2025 (click here)
• CCP Annual Conference on Frontiers of Competition and Regulation scheduled on June 9 - June 10, 2025, in London (click here)
• 20th ASCOLA annual conference scheduled on June 26 - June 28, 2025, in Chicago (click here)
• 19th Annual IBA Competition Mid-Year Conference scheduled on June 12 - June 13, 2025, in Tokyo, Japan (click here)

Footnotes

1. C-2025/03/1255

2. C-2025/03/1262

3. C-2025/03/1257

4. C-2025/03/1253

5. C-2025/02/1251

6. C-2025/02/1245

7. C-2025/02/1248

8. C-2025/02/1244

9. C-2025/02/1241

10. C-2025/01/1239

11. C-2024/10/1197

12. C-2025/04/1272

13. C-2025/04/127

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.