Merger Control: When a Combination Needs CCI Approval (2026)

How-to · Merger Control · Process

Updated for 2026 · Claw Editorial

Not every merger or acquisition needs clearance from the Competition Commission of India. A deal needs CCI approval only if it is a "combination", which means it crosses the size thresholds set under Section 5 of the Competition Act, 2002. A combination must be notified to the CCI under Section 6, and the parties cannot complete it until it is approved or the waiting period ends. This guide sets out the thresholds, the new deal value test, the green channel, and the standstill rule. Last verified October 2026.

01Why some deals need clearance

Mergers can help an economy, but a large one can also reduce competition by removing a rival or concentrating market power. Merger control lets the CCI review big deals before they close, so that a harmful combination can be blocked or reshaped rather than unwound later.

The first question in any deal is whether it even needs to be notified. Most deals do not, because they fall below the size thresholds or qualify for an exemption. Getting this wrong is costly: closing a notifiable deal without approval breaches the standstill rule and can attract a penalty.

02The asset and turnover thresholds

Section 5 sets the thresholds. They are tested at two levels, the parties to the deal and the group to which the target will belong, and in two ways, India-only and worldwide with an India leg. The Ministry of Corporate Affairs revised these figures by notification S.O. 1130(E) dated 7 March 2024, raising them in line with the price index.

A deal is a combination if the parties, or the group, cross either the asset or the turnover figure at the relevant level. The group-level thresholds are higher than the party-level ones.

03The de minimis exemption

Even where the thresholds are crossed, a small target is exempt. Under the de minimis (small target) exemption, a deal need not be notified where the target’s assets in India are not more than Rs 450 crore, or its turnover in India is not more than Rs 1,250 crore. These figures were raised by the March 2024 notifications from the earlier Rs 350 crore and Rs 1,000 crore.

This exemption is time-limited and is extended by notification, so its continued availability should be checked.

04The deal value threshold

The Competition (Amendment) Act, 2023 added a new trigger for large deals that slip below the asset and turnover thresholds, which is common for digital and technology acquisitions.

Under the deal value threshold, a transaction must be notified where its value exceeds Rs 2,000 crore and the target has substantial business operations in India, even if the asset and turnover thresholds are not met. The CCI Combinations Regulations, 2024 set out how to measure "substantial business operations", including a test based on the share of Indian users for digital services.

A deal worth over Rs 2,000 crore with substantial business operations in India must now be notified, even if it is below the asset and turnover thresholds.

05The green channel

For deals with no overlap, there is a fast track. The green channel allows automatic approval on notification, where the parties have no horizontal overlap, no vertical relationship, and no complementary business. In those cases the combination is deemed approved on filing, which removes the waiting period entirely.

The green channel is a self-assessment route, so the parties must be sure there is genuinely no overlap. If the self-assessment is wrong, the approval can be voided.

06Notification, standstill and timeline

Who notifies: the parties to the combination file the notice with the CCI, in the relevant form (a short Form I for most deals, or a detailed Form II for deals with significant overlap).

Standstill: a notifiable combination cannot be completed, in whole or in part, until the CCI approves it or the review period ends. Closing early is called gun-jumping and attracts a penalty.

Timeline: the CCI reviews the deal within the statutory outer limit. The Competition (Amendment) Act, 2023 shortened this overall review period to 150 days, with an initial period to form a prima facie view. If the CCI does not act within the outer limit, the combination is deemed approved.

For the regulator’s wider role and how an enforcement case starts, see how to file a complaint with the CCI.

07Where Claw fits

Claw is an all-in-one legaltech platform for Indian advocates, law firms, and corporate legal teams, combining AI-based case search, an AI legal assistant (Legal GPT), case management, and compliance automation across all Indian courts and tribunals.

Whether a deal clears depends on how the CCI has handled the thresholds, the substantial-business-operations test and remedies in earlier combinations, and a clearance order can be carried on appeal. Claw puts that precedent within reach: 30 crore+ judgments searchable in under 5 seconds, by party or advocate name, so you can line up how comparable combinations were cleared or conditioned. It also tracks cases, orders and hearings across 9,102 courts, benches and forums, which is how you follow a merger review once it reaches an appellate forum.

Deal papers are sensitive, and Claw does not use customer case documents to train its AI models. Set up a free Claw account to research merger precedent and to track a review on appeal. For the wider body of law, see case search across Indian courts.

08Sources and further reading

• Competition Commission of India (combinations framework): cci.gov.in
• India Code (Competition Act, 2002, Sections 5 and 6): indiacode.nic.in
• Claw: clawlaw.in

This guide is general information, not legal advice. Merger control thresholds and regulations are revised by notification, so check the current MCA notification and CCI regulations and take advice from counsel before you act.

09Frequently asked questions