Centre Raises Threshold for Merger and Acquisition Vetting by Competition Commission of India
The Corporate Affairs Ministry has announced revisions to the thresholds for mergers and acquisitions (M&As), altering the criteria for exemption from Competition Commission of India (CCI) approval. Under the new regulations, companies are not obligated to notify the CCI if the target entity’s assets, including subsidiaries, amount to less than Rs 450 crore, with a turnover below Rs 1,250 crore. This represents an increase from the previous thresholds of Rs 350 crore for assets and Rs 1,000 crore for turnover. The Ministry has concurrently revised the ‘de-minimis’ or small target exemption threshold, which absolves certain M&As from CCI scrutiny. This exemption now applies to transactions where the asset value in India does not exceed Rs 350 crore or the revenue from India does not exceed Rs 1,000 crore. Vaibhav Choukse, partner and head of competition law at JSA Advocates and Solicitors, hailed the move as a significant step towards facilitating M&As in India, aligning with the government’s agenda of promoting ease of doing business. He noted the 150% increase in the existing thresholds under Section 5 of the Competition Act and the adjustment of De Minimis thresholds. Amit Agarwal, partner at Nangia & Co LLP, echoed Choukse’s sentiments, emphasizing the positive impact of the revisions on the ease of doing business and the M&A landscape in India. However, analysts caution that raising exemption limits may present challenges, particularly for startups in their initial years, which may not meet the asset or revenue criteria but could contribute substantially to acquiring companies post-deal. The example of Facebook’s acquisition of WhatsApp in 2014, which escaped CCI scrutiny due to threshold limitations, highlights the potential implications for competition in relevant markets. While the revisions aim to streamline M&A processes and foster business growth, they also underscore the need for vigilant oversight to ensure healthy competition and market dynamics are preserved, particularly in the digital sphere where transformative deals can have far-reaching consequences.
