Antitrust And Competition Newsletter | May 2025

In May 2025, the Competition Commission of India ("CCI") published its much-awaited revised FAQs on Combinations, providing clarifications concerning India's revamped merger control regime that came into force in September 2024. On the enforcement front, the Hon'ble Supreme Court of India has upheld the the erstwhile Competition Appellate Tribunal ("COMPAT") ruling that set aside CCI's order of penalty of INR 5.66 crores (approx. USD 0.66 million) against Schott Glass India Pvt. Ltd. for alleged abuse of dominance concerning volume-based target discounts. Additionally, the High Court of Kerala clarified that some overlapping of jurisdiction(s) between sectoral regulators will not oust the jurisdiction of one sectoral regulator at the expense of the other. Further, the CCI has also closed two antitrust information(s) filed before it. On the merger control front, the CCI approved initial portfolio transactions concerning the Knowledge Realty Trust (REIT), the acquisition of shareholding of Hindustan Coca-Cola Holdings Private Limited by Jubilant Beverages Limited, among others.

To keep our readers updated, this edition provides a quick snapshot of the leniency regime in India, followed by key takeaways from the revised FAQs on Combinations issued by the CCI, summaries of judgments passed by the Supreme Court and the High Court of Kerala, orders passed, and combinations approved by the CCI, along with information on upcoming events.

I. Leniency regime in India

In India, the provisions related to leniency are provided under Section 46 of the Competition Act, 2002 ("Act") read with the Competition Commission of India (Lesser Penalty) Regulations, 2024 ("Leniency Regulations"). Under a leniency regime, a member of a cartel is invited to disclose the details and evidence related to the cartel in exchange for a reduction in penalty otherwise leviable upon it. In view of the Leniency Regulations, an enterprise, person, or an association may come forward and file a leniency application before the CCI by making full, true, and vital disclosure(s). A leniency application can be made to the CCI anytime prior to the submission of the investigation report of the Director General ("DG"). Further, a leniency application may also be withdrawn by the applicant, however, the evidence submitted by such applicant may still be used by the CCI, except its admission.

At present, the Indian leniency regime recognizes 'leniency' as well as 'leniency plus regime' which means that a leniency applicant can avail the lesser penalty benefit for disclosure of the first cartel under the 'leniency regime' and upon a subsequent disclosure of another cartel, may further avail lesser penalty benefit up to or equal to 30% of the penalty concerning the first cartel, besides a lesser penalty benefit up to 100% reduction in penalty concerning the newly disclosed cartel. Under the present regime, the CCI may grant up to 100% reduction in penalty to the 1st applicant, up to 50% reduction to the 2nd applicant and up to 30% reduction to the 3rd applicant if the stipulated conditions are satisfied.

II. Regulatory updates

On 20.05.2025, the CCI published its much-awaited revised Frequently Asked Questions ("FAQs") on Combinations. The Merger Control Regime in India had undergone a major overhaul last year in September whereby a new threshold i.e., the Deal Value Threshold ("DVT") came into effect, in addition to already existent jurisdictional thresholds in India. Additionally, other reforms such as revision in the definition of 'control', provisions related to notification of open offers, shorter approval timelines etc., were also enforced. Further, new combinations regulations, exemption regulations etc., were also issued by the CCI. Now, CCI has published its revised FAQs on Combinations that provides clarity on interpretation of the regulatory reforms and regulations. Some of the key takeaways are provided below:

• In case where only a portion of an enterprise or division or business is being acquired, taken control of, merged, or amalgamated, the value of transaction for the purposes of DVT would include only the relevant value of the said portion or division or business attributable to it. Similarly, for determining substantial business operations in India, the number of business users or end users, gross merchandise value or turnover of the said portion or division or business attributable to it shall be relevant business users or end users, gross merchandise value or turnover.
• In case of share-swap transactions, the value of the shares for each part of the transaction is to be aggregated for determination of the deal value of the transaction.
• Green field joint ventures or newly formed joint ventures would not require a notification under the DVT.
• The FAQs provide an indicative list of rights that may generally be viewed as control conferring and other rights that may not be viewed as control conferring. Rights that confer the ability to influence the outcome on policy and commercially strategic matters such as – (i) appointment or removal of senior management personnel; (ii) approval of budget, business plans; (iii) alteration of charter documents that directly or indirectly affects the day-to-day operational dynamics; (iv) any right relating to operational parameters like research & development, manufacturing, marketing, general day-to-day administration, etc., are considered as "control conferring". On the other hand, rights such as – (i) Information rights; (ii) tag along rights; (iii) right to ensure the amount of investment made by the acquirer is utilized in accordance with the agreed contractual terms; (iv) exit rights; (v) rights aimed at providing anti-dilution price protection; (vi) rights restricting transfer of shares to a particular person/ enterprise identified in the agreement; and (vii) alteration of charter documents concerning adverse changes in other rights of the investor, etc., are not considered as control conferring.
• The FAQs also provide an indicative list of information that may be considered as 'commercially sensitive information' and information that may not be considered as 'commercially sensitive information'. Information relating to – (i) prices, pricing, costs, profit margins; (ii) capacity, capacity utilization, production, output, quantities (including inventories, dispatches etc.); (iii) quality; (iv) sales, market shares, territories; (v) terms with customers, customer lists; (vi) variety or innovation, pipeline products; (vii)technologies, research and development, trade secrets, marks and product patents; (viii) strategic planning, marketing plans/strategy/initiatives, promotion plans etc. (ix) budgets, annual business plan; and (x) minutes of board meetings etc., is considered to be 'commercially sensitive information'. Further information such as – (i) unaudited or audited financial statements prepared in accordance with generally accepted accounting policies; (ii) information which is available to an ordinary shareholder and historical data; (iii) information that is disclosed by an enterprise in the public domain; (iv) information that is readily ascertainable through appropriate means; (v) information that cannot be linked to a specific company; and (vi) ownership structure etc. is not considered as 'commercially sensitive information'.

III. Judgments passed by Hon'ble Supreme Court of India and High Court(s)

i. The Hon'ble Supreme Court of India affirms COMPAT's ruling quashing INR 5.66 Crore (approx. USD 0.66 million) penalty on Schott Glass India Pvt. Ltd.

Competition Commission of India & Ors. vs. Schott Glass India Pvt. Ltd. & Anr. (Civil Appeal No. 5843 & 9998 of 2014)

The Hon'ble Supreme Court of India vide its judgement dated 13.05.2025 upheld the erstwhile Competition Appellate Tribunal ("COMPAT") ruling that set aside CCI's order of penalty of INR 5.66 crores (approx. USD 0.66 million) against Schott Glass India Pvt. Ltd. ("Schott India") for alleged abuse of dominance inter alia by offering target discounts, functional discounts, and long-term tubing supply agreement(s) ("LTTSA") etc. Additionally, the Court also held that an effects-based analysis is an obligatory component of every inquiry under Section 4 of the Act and that a denial of cross-examination by the CCI and the DG vitiated the final decision of the CCI and resulted in violation of principles of natural justice.

In May 2010, Kapoor Glass India Pvt. Ltd. ("Kapoor Glass") – a converter operating in downstream market, filed an information before CCI alleging that Schott India, then the principal domestic manufacturer of neutral USP-I borosilicate glass tubing, had abused its dominance by offering exclusionary volume-based discounts, imposing discriminatory contractual terms, and on occasions, refusing supply. It was alleged that Schott Glass – (i) offered slabbed discounts to converters in downstream market, credited quarterly, rising with aggregate annual purchases of neutral glass clear and neutral glass amber; (ii) offered functional rebates i.e., an eight percent allowance to converters in downstream market that met annual purchase plans, refrained from using Chinese tubing and adhered to 'fair-pricing' commitments in their container sales; and (iii) entered into a three year LTSSA with Schott Kaisha Pvt. Ltd. ("Schott Kaisha") – a joint venture established in 2008 between Schott India and Kaisha Manufacturers operating in the downstream market. Under the LTSSA, Schott Kaisha agreed to source eighty percent of its requirement, approx. thirty percent of Schott India's capacity, in consideration of a price concession over the slab rate, fixed for a period of three years. After forming a prima facie opinion, the CCI passed an order under Section 26(1) of the Act, directing the DG to investigate the matter. Upon consideration the DG's investigation report and the submissions made by the parties, the CCI, on 29.03.2012, issued its final order against Schott Glass. By a majority decision, the CCI imposed a penalty of INR 5.66 crores (approx. USD 0.66 million) on Schott Glass and issued a cease-and-desist order, directing Schott India to refrain from engaging in discriminatory practices against any converters operating in the downstream market. Aggrieved by the CCI's decision, Schott India filed an appeal before the COMPAT whereby the said decision of the CCI was set aside by the COMPAT vide judgment dated 02.04.2014. The said judgment of COMPAT was then challenged before the Hon'ble Supreme Court in appeal(s) filed by the CCI and Kapoor Glass.

The Hon'ble Supreme Court in its judgment upheld the findings of the COMPAT and noted that differential pricing based on objective commercial justification(s) offered to every purchaser on identical terms cannot be considered abusive. With respect to slabbed discounts offered by Schott Glass, it was observed by the court that the same – (i) employs a neutral, volume-based criterion applicable to all purchasers alike; (ii) is objectively justified by demonstrable efficiency considerations; and (iii) does not restrict rival output, limit imports, or distort downstream prices. Similarly, for functional rebates / no – Chinese scheme, the court held that the same was applicable equally to every converter in downstream market and every converter who was prepared to assume the traceability and quality-promotion obligations received the same economic consideration.

ii. The Hon'ble Supreme Court of India reaffirms CCI's discretion to refer combinations matters for DG investigation after forming prima facie opinion

Competition Commission of India vs. Independent Sugar Corporation Limited and Anr. (Review Petition No. 482 of 2025 in Civil Appeal No. 4924 of 2023)

The Hon'ble Supreme Court of India in a review petition filed by CCI against the majority decision dated 29.01.2025 in Independent Sugar Corporation Limited vs Girish Sriram Juneja, reaffirmed CCI's autonomy in referring combination matters to the DG for investigation after it has a formed a prima facie opinion under Section 29(1) of the Act. The court clarified that under Section 29(1) of the Act, it is mandatory for the CCI to issue a Show Cause Notice to the parties if it forms a prima facie opinion that the proposed combination is likely to cause an appreciable adverse effect on competition within the relevant market in India. However, under Section 29(1A), the use of the term "may" instead of "shall" reflects that it is not mandatory for the CCI to refer the matter to the DG for further investigation after receiving the parties' response to the Show Cause Notice issued by it.

iii. The High Court of Kerala upholds jurisdiction of Competition Commission of India in cases concerning competition law issues in regulated sector(s)

Asianet Star Communications Private Limited & Anr. vs. Competition Commission of India & Ors. (WP (C) No. 29766, 29767 and 29768 of 2022)

The High Court of Kerala vide its judgment dated 28.05.2025 upheld CCI's jurisdiction to investigate matters involving competition law issues in regulated sector(s). The High Court held that both Telecom Regulatory Authority of India ("TRAI") and CCI are sectoral regulators and some overlapping of the jurisdiction will not oust the jurisdiction of one sectoral regulator at the expense of the other.

The said writ petition(s) were filed by Asianet Star Communications Private Ltd ("ASCPL"), Star India Private Ltd ("SIPL"), and Disney Broadcasting (India) Private Ltd. ("Disney") against order dated 28.02.2022 passed by the CCI under Section 26(1) of the Act whereby the DG was directed to investigate the allegations of abuse of dominance against SIPL – a broadcaster of satellite-based TV channels. An information before the CCI was filed by Asianet Digital Network Private Limited ("ADNPL") – a Multi-System Operator ("MSO") providing TV Services against SIPL for alleged violation of provisions of Section 4(2)(a)(ii) and Section 4(2)(C) of the Act. It was alleged that SIPL entered into sham marketing agreements with Kerala Communicators Cable Limited ("KCCL") – another MSO and competitor of ADNPL, to circumvent TRAI's Regulation(s) that fixed Maximum Retail Price ("MRP") and maximum discount of 35% of for each pay channel and required broadcasters to treat distributors non-discriminatorily and offer discounts on fair and transparent terms to ensure a level playing field. ADNPL alleged that SIPL offered KCCL discounts up to 50% resulting in abuse of dominance and denial of market access to ADNPL. It was contended by the petitioners before the Hon'ble High Court that the concerned issues fell under TRAI's exclusive domain and that the CCI could not examine the matter without TRAI first determining compliance with broadcasting regulations.

The High Court while dismissing the said writ petition(s) held that both the Competition Act, 2002 and the Telecom Regulatory Authority of India Act, 1997 are special legislations in their respective fields. The CCI is a sectoral regulator for dealing with anti-competitive practices in the relevant market and misuse of the dominant position whereas TRAI is sectoral regulator in the field of telecommunication. It was noted that under TRAI Act there is no provision to deal with three anti-competitive practices including misuse of the dominant position of a market player as defined under Section 4 of the Competition Act, 2002. Thus, CCI will have the jurisdiction to determine the issue of misuse of dominant position and not the TRAI. Similarly, allegations concerning non-compliance with the license conditions or violation of the TRAI Regulations would be under the jurisdiction of TRAI and not the CCI. Further, the Hon'ble High Court held that the impugned order passed under Section 26(1) of the Act is an order in rem and does not have civil consequences and that the CCI is competent to deal with the issue of jurisdiction as well and the petitioners will have an opportunity to address their arguments before the CCI even regarding its jurisdiction.

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

i. Competition Commission of India closes information against Canara Bank Limited for alleged contravention of provisions of Section 3 and Section 4 of the Act

In Re: M/s KSD Zonne Energie LLP And Canara Bank Limited (Case No. 35 of 2024)

The CCI vide order dated 19.05.2025 closed an information against the Canara Bank Limited ("Canara Bank") filed by M/s KSD Zonne Energie LLP ("Informant") for alleged violation of provisions of Section 3 and 4 of the Act. The Informant alleged Canara Bank of arbitrarily increasing the rate of interest and charging hidden interest upon term loan sanctioned to it for establishing a 3 MW solar plant and other loans facilities availed. The Informant also alleged that Canara Bank served notice(s) under SARFAESI Act and rescheduled its accumulated rate of interest into a separate Funded Interest Term Loan and thereby charged interest on interest. The Informant further alleged that Canara Bank also withheld the original documents required by competitor banks for transfer of loan of the Informant and entered into anti-competitive agreements with valuers.

In its analysis, the CCI noted that Canara Bank holds 6th rank amongst the largest public sector banks in India and holds only 5.73% share in the banking sector in India and there are other banks like HDFC, SBI, PNB, Bank of Baroda, Indian Bank, ICICI bank etc. in the relevant market which shows that Canara Bank cannot operate independently in the market and cannot be considered to be in a position of dominance in the relevant market. Regarding allegations pertaining to arbitrary increase in the rate of interest, the CCI noted that banks fix rates of interest based on evaluation of various parameters like CIBIL score, the viability of the project, the rate of return, risk parameters etc., which varies from bank to bank. The CCI referred to the terms and conditions of the sanction letter(s) of the loans issued to the Informant and noted that the rate of interest was subject to review by the bank keeping in view various factors and hence was revised accordingly by Canara Bank. Further, with respect to allegation regarding imposition of back interest charges on the Informant, the CCI noted that the same appears to be dispute between the parties with respect o agreed terms and conditions and does not fall under the purview of the Act. Regarding existence of anti-competitive agreements between the valuers and Canara Bank, the CCI noted that any bank under provisions of the SARFAESI Act, has a right of enforcement of its security interest if the borrower defaults in the repayment of loan or any installment and the Informant has failed to provide any evidence in support of its allegations. Lastly, with respect to allegation that Canara Bank withheld collateral documents required by the competing lenders, the CCI noted that the bank keeps collateral documents to safeguard its advances by holding the documents until the loan is fully paid.

ii. Competition Commission of India closes information against Hindalco Industries Limited and M/s Vedanta Limited

In Re: Airen Metals Private Limited & Anr. And Hindalco Industries Limited & Ors. (Case No. 31 of 2024)

The CCI vide order dated 30.05.2025 closed an information against M/s Hindalco Industries Limited ("OP-1") and M/s Vedanta Ltd. ("OP-2") for alleged contravention of provisions of Section 3 and Section 4 of the Act. The informants, namely, M/s Airen Metals Private Ltd. and M/s. Airen Copper Pvt. Ltd., used to purchase their raw material i.e., copper wire rod / copper cathode from OP-1 and OP-2 at an unknown price viz. Cash Settlement Price ("CSP") of the day as declared by the London Metal Exchange ("LME"). The informants alleged that as per the marketing policy of OP-1 and OP-2, if a booking made by a purchaser is not lifted, in that event OP-1 and OP-2 have an option to liquidate the booking and recover losses / other charges from that purchaser. Additionally, purchasers were also required to give booking margin / financial arrangement in the form of security money or bank guarantee to the OPs. The informants alleged that OPs acted in concert during peak covid -19 Pandemic, due to their dominant position and invoked all the bank guarantee(s) lying with them towards adjustment of their bills by curtailing the normal period of 90 days available in the normal course of business. The informants further alleged that due to invocation of bank guarantee(s) their bank accounts froze leading to insolvency proceedings.

The CCI in its analysis rejected the allegations of abuse of dominance and noted that the concept of 'collective dominance' is not recognized under the Act. Therefore, allegations that OPs function as a duopoly in the market were rejected by the CCI. With respect to allegations of de-pricing the booked copper, the CCI took note of multiple emails sent to the informants for lifting the material and upheld the seller's right to withhold any gains from liquidation in case the buyer refuses to lift the contracted material and fails to perform its part of contractual obligations. Lastly, with respect to allegations of premature invocation of bank guarantee(s) of the informants, the CCI observed that such issues are in the nature of civil and contractual dispute between concerned parties which ordinarily ipso facto, does not require intervention of the CCI.

iii. Combinations Approved by Competition Commission of India

1. CCI approved the combination inter alia envisaging the merger of Ring Plus Aqua and Maini Precision Products into JK Maini Precision Technologies Limited ("JKMPTL"); and demerger of aerospace business of JKMPTL into JK Maini Global Aerospace Limited. [1]
2. CCI approved – (i) acquisition of 26% paid-up equity share capital of – Bajaj Allianz Life Insurance Company Limited and Bajaj Allianz General Insurance Company, by Bajaj Finserv Limited, Bajaj Holdings & Investment Limited and Jamnalal Sons Private Limited; and (ii) acquisition of 50% paid-up equity share capital of Bajaj Allianz Financial Distributors Limited by Bajaj Finserv Limited. [2]
3. CCI approved the acquisition of Batlivala & Karani Securities Private Limited and Batlivala & Karani Finserv Private Limited by 360 ONE WAM Limited. [3]
4. CCI approved the acquisition of 100% shareholding of Dowlais Group plc by American Axle & Manufacturing Holdings, Inc. [4]
5. CCI approved the acquisition of ~5.40% of equity stake in Nazara Technologies Limited through a preferential allotment by Axana Estates LLP followed by additional acquisition of ~26%. [5]
6. CCI approved – (i) acquisition of 100% shareholding in Standard Chartered Research and Technology India Pvt. Ltd. Jumbotail Technologies Pvt. Ltd. ("JTPL"); (ii) issuance of certain shares of JTPL to SC Ventures Holdings Limited and Solv-India Pte. Ltd.; (iii) subscription of certain shares in JTPL SCV Master Holding Company Pte. Ltd. and Artal Asia Pte Ltd.; (iv) subscription of certain shares in JTPL by its Existing Investors; and (v) subscription of certain shares in JTPL by the Founders' Affiliates. [6]
7. CCI approved the acquisition involving initial portfolio transactions by the Knowledge Realty Trust (REIT) of certain entities belonging to Blackstone Group and/or Sattva Group and subsequent issuance of units of the acquirer REIT to existing shareholders of the target entities. [7]
8. CCI approved the acquisition of ~13% of the limited partnership interests by AIPCF VIII A-TE Funding L.P. in Perseus Parent L.P. [8]
9. CCI approved the acquisition of 24.9% equity shares of EPL Limited by Indorama Netherlands B.V. [9]
10. CCI approved the acquisition of less than 10% of the issued and paid-up equity share capital of Haldiram Snacks Food Private Limited by Jongsong Investments Pte. Ltd. [10]
11. CCI approved the acquisition of 54% of the diluted voting share capital of HealthCare Global Enterprises Limited in two tranches by Hector Asia Holdings along with KIA EBT II Scheme 1 and subsequent open offer. [11]
12. CCI approved – (i) subscription of 79.82% equity share capital of Thriveni Earthmovers and Infra Private Limited and (ii) acquisition of the Mining development and operations business of Thriveni Earthmovers Private Limited, by Lloyds Metals and Energy Limited. [12]
13. CCI approved – (i) acquisition of 40% shareholding of Hindustan Coca-Cola Holdings Private Limited by Jubilant Beverages Limited ("JBL") and (ii) subscription to compulsorily convertible preference shares in JBL by Jubilant BevCo Limited and investors – WSSS Investments Aggregator 1 Pte. Ltd. and WSSS Investments Aggregator 2 Pte. Ltd. [13]

Deemed Approvals:

XIV. Wellington Hadley Harbor AIV II Master Investors (Cayman) III, Ltd. received deemed approval of the CCI for acquiring shareholding of SmartShift Logistics Solution Private Limited. [14]

V. 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)

References:

1. C-2025/04/1277
2. C-2025/04/1275
3. C-2025/04/1273
4. C-2025/04/1270
5. C-2025/04/1268
6. C-2025/03/1266
7. C-2025/03/1264
8. C-2025/03/1263
9. C-2025/03/1261
10. C-2025/03/1260
11. C-2025/03/1256
12. C-2025/03/1254
13. C-2025/02/1249
14. C-2025/05/1287

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.