Competition Monthly – December 2025 Edition

NCLAT MODIFIES CCI's ORDER IN WHATSAPP-META PRIVACY POLICY CASE

The National Company Law Appellate Tribunal (NCLAT/Tribunal), by its judgment dated 4 November 2025, partly allowed the appeals filed by WhatsApp LLC (WhatsApp) and Meta Platforms Inc. (Meta) against the Competition Commission of India's (CCI) order of 18 November 2024. The CCI had found that WhatsApp and Meta abused dominance by using a 2021 privacy policy to impose unfair conditions on users to leverage dominance in OTT messaging apps through smartphones in India to strengthen Meta's position in online display advertising. The CCI imposed a ₹213.14 crore penalty and remedy of a 5-year restriction on sharing WhatsApp user data with other Meta companies for advertising.

The primary issue for adjudication before the NCLAT was the CCI's jurisdiction, given the intersection of data privacy and competition law. The NCLAT held that (a) Issues of privacy under the Digital Personal Data Protection (DPDP) Act, 2023/ the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (SPDI Rules) and issues of competitive harm may intersect but are not mutually exclusive, (b) CCI's mandate is to assess whether data practices, when imposed by a dominant enterprise, amount to exploitative or exclusionary conduct. Mere overlap of privacy laws and competition law would not result in exclusion of CCI's jurisdiction.

The NCLAT agreed with CCI's delineation of relevant markets as: (a) OTT messaging apps through smartphones in India (Market 1), and (b) Online display advertising in India (Market 2). Meta's dominance in Market 1 (via WhatsApp's 400+ million users) was upheld for interim purposes, and the Tribunal noted that the 2021 Policy required competition scrutiny.

While arriving at the final decision, the NCLAT did not disturb the CCI's core findings that (a) the 2021 Update imposed unfair conditions by conditioning continued use of WhatsApp on acceptance of expanded data-sharing; and (b) such sharing enabled denial of market access and raised entry barriers in the online advertising market.

The Tribunal upheld the penalty imposed and certain remedies issued by the CCI, being (i) the policy should detail the data sharing terms including its purpose; (ii) the users' sharing of data should be by free will, not as condition to access WhatsApp's services; (iii) option for users to opt-out from data sharing should be prominently featured in settings and in-app notifications; and (iv) other future policies will comply with these remedies.

The CCI had also found that Meta had engaged in the abuse of "leveraging" its dominant position in the OTT messaging apps through smartphones to protect its position in the online display advertising market. However, the Tribunal disagreed with the finding of "leveraging" since Meta and WhatsApp are separate legal entities. It was held that Meta, as a separate legal entity, was not engaged in the market for OTT messaging apps, and hence the finding of leveraging against Meta cannot be sustained.

However, the Tribunal disagreed with the CCI's five-year prohibition on data-sharing for advertising, noting that justification for duration of five years ban was missing from the order. The Tribunal held that once users have been given option to freely decide to opt-in or opt-out, as in other reliefs, this direction becomes redundant Accordingly, the direction has been set aside.

DELHI HIGH COURT- DIVISION BENCH SETS ASIDE THE CCI'S INTEREST DEMANDS ON PENALTY DURING PENDENCY OF STAY

A Division Bench of the Delhi High Court, by its judgment dated 1 November 2025, allowed an appeal filed by United India Insurance Company Limited and set aside the order of a Single Judge that had upheld the CCI's demand for interest on a penalty earlier imposed for alleged cartelization and bid-rigging.

In July 2015, the CCI had imposed penalties on United India Insurance and others. The CCI issued a demand notice on 1 October 2015, which was served after the stay had already come into force. However, the erstwhile COMPAT, by an order dated 5 October 2015, stayed the CCI's order on the condition that 10% of the penalty be deposited, which United India Insurance complied with. In December 2016, the COMPAT modified the penalty and United India Insurance deposited the reduced amount on 4 January 2017. Nevertheless, the CCI issued a second demand notice in January 2017 seeking interest for an alleged delay of 14 months in payment of the penalty, followed by recovery notices in December 2018.

United India Insurance challenged the demand notices before a Single Judge of the Delhi High Court, who dismissed the petition and upheld the CCI's authority to levy interest. On appeal, the Division Bench held that the first demand notice was invalid, as the CCI order was not enforceable after the COMPAT's stay; the notice was therefore a "dead letter." The Court further held that once the COMPAT modified the penalty, the original CCI order was absorbed into the appellate judgment under the doctrine of merger, and only the modified penalty could be enforced. Since United India Insurance had deposited the modified amount even before the second demand notice was issued, no interest liability could arise.

Accordingly, the Division Bench set aside the demand for interest, quashed the notices issued by the CCI, and allowed the appeal.

DELHI HIGH COURT- DIVISION BENCH HOLDS CCI'S LEVY OF INTEREST ON PENALTY TO BE WITHOUT JURISDICTION

A Division Bench of the Delhi High Court, by its judgment dated 1 November 2025, dismissed an appeal filed by the CCI and upheld the Single Judge's decision setting aside the CCI's levy of interest on a penalty imposed on Geep Industries India Pvt. Ltd. and its individuals for alleged cartelization in the dry-cell batteries market.

The CCI had, on 30 August 2018, imposed penalties on Geep and certain individuals for cartelization. Although the CCI Order allowed 60 days for payment, the CCI did not issue any demand notice upon expiry of this period. On appeal, the NCLAT, by its judgment dated 31 March 2023, upheld the contravention but reduced the penalty imposed on Geep (while leaving penalties on the individuals unchanged). Despite this, the CCI issued demand notices only after the NCLAT judgment, nearly five years after its original order, and proceeded to compute interest from 10 December 2018 (90 days after the CCI order).

The Division Bench examined Regulations 3 and 5 of the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011. These provisions make the issuance and service of a demand notice in Form-I a mandatory precondition for interest liability. Regulation 5 triggers interest only when "the amount specified in the demand notice is not paid within the period specified."

Since the CCI admitted that no Form-I demand notice had ever been issued from 2018 to 2023, the Court held that the statutory trigger for interest never arose. The Court rejected the CCI's argument that interest accrues automatically after expiry of the payment period in the penalty order.

The Bench emphasized settled principles of strict construction of penal provisions, fairness in recovery proceedings, and constitutional limits under Articles 14, 19, 21, and 265 of the Constitution of India. Even the 2023 amendments to the Competition Act and the 2025 Recovery Regulations retain the same procedural framework — indicating legislative intent to keep notice-based interest accrual.

Reaffirming the statutory scheme, the Division Bench held that no interest can be imposed without first issuing a valid demand notice, and certainly not retrospectively. The CCI's appeal was therefore dismissed, and the Single Judge's decision setting aside the levy of interest from 2018 was upheld.

CCI APPROVES RIETER'S ACQUISITION OF OERLIKON'S TEXTILE MACHINERY BUSINESS

The CCI, by its order, approved the proposed acquisition of OC Oerlikon Textile Holding AG (Target 1) and Oerlikon Textile Inc. (Target 2) by Rieter Holding AG (Acquirer 1) and its subsidiary Rieter North America Inc. (Acquirer 2). During the review process, PCS Holding AG and BigPoint Holding AG also became notifying parties.

The CCI noted that the parties are primarily engaged in the textile machinery sector. Basis the business of the parties, the CCI observed that the parties exhibit a horizontal overlap only at the broad level of the textile machinery market, with a combined market share in the range of 5- 10%. At a narrow segment level, the parties focus on distinct types of texturing machines (ATY vs. DTY) and spinning machines (secondary vs. primary), resulting in no actual overlap, and the CCI concluded this was not likely to raise any competition concerns.

In terms of vertical overlap, the CCI noted that the Acquirers supply components (bearings and DTY texturing discs) used as inputs in the textile machinery (primary spinning and DTY texturing machines) manufactured and sold by the Targets. This created vertical relationships in the supply chain.

The CCI, having considered the vertical overlaps, observed that the existing commercial transactions between the parties in these specific components were minimal or non-existent in India, and the combined market positions were not significant enough to raise foreclosure concerns.

Accordingly, the CCI concluded that the combination was not likely to have an appreciable adverse effect on competition and approved it.

CCI APPROVES RENAULT'S ACQUISITION OF NISSAN'S STAKE IN RNAIPL

The CCI, by its order, approved the proposed acquisition of 51% shareholding in Renault Nissan Automotive India Private Limited (RNAIPL/Target) by Renault Group B.V. (Acquirer 1) and Renault S.A.S. (Acquirer 2) from Nissan Motor Company Ltd. and Nissan Overseas Investments B.V. Pursuant to the transaction, RNAIPL will transition from joint control between Renault and Nissan to becoming a wholly owned subsidiary of the Acquirers.

The CCI observed that the Acquirer Group and the Target do not exhibit any horizontal overlaps, as RNAIPL manufactures vehicles exclusively on a captive basis for Renault and Nissan, and does not independently compete in any downstream market.

In terms of vertical overlaps, the CCI observed that the existing arrangements— under which RNAIPL supplies passenger vehicles, components, and related services to Renault India Pvt. Ltd. (RIPL) and Nissan Motor India Pvt. Ltd. (NMIPL),constitute vertical linkages within the market for manufacture (and sale) of passenger vehicles in India, and its sub-segments. The CCI noted that these vertical relationships already existed prior to the transaction and would continue in the same form.

The CCI further recorded that the combined market share of Renault and Nissan in the relevant passenger vehicle segments is in the range of 0–5%, and that these markets include several other credible competitors, rendering foreclosure concerns unlikely. As a result, the CCI found that the transaction would not alter competitive dynamics or raise vertical competition issues.

Accordingly, the CCI concluded that the proposed combination was not likely to have an appreciable adverse effect on competition in India, and approved it.

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