The Sentinel – Quarterly news bulletin in competition law (October - December 2025)

We’re back with a fresh edition of ‘The Sentinel’ - CMS INDUSLAW’s quarterly chronicle of all things competition law. From significant decisions of the Competition Commission of India (“CCI”), and National Company Law Appellate Tribunal (“NCLAT”), to various High Courts, this edition captures the pulse of India’s evolving competition ecosystem.

And for those short on time, a distilled and delightful reckoner of key developments from the third quarter (“Q3”) of the financial year (“FY”) 2025-26 awaits in the flowchart below.

1.1 DECISIONS OF THE HIGH COURT

a. The Kerala High Court upholds CCI’s jurisdiction in cases concerning competition law issues in the telecommunications sector [1].

On December 03, 2025, a Division Bench (“DB”) of the Kerala High Court (“KHC”) dismissed Jiostar India Private Limited’s (formerly known as Star India Private Ltd. (“SIPL”)) appeal against the Single Judge Bench’s (“SJB”) order of the KHC [2]  upholding the CCI’s jurisdiction in cases concerning competition law issues in the telecommunications sector.

Background of proceedings before the CCI and the SJB of the KHC:

The matter originated from an information filed before the CCI by Asianet Digital Network Private Limited (“ADNPL”) [3]  alleging that SIPL abused its dominance by: (i) circumventing Telecom Regulatory Authority of India’s (“TRAI”) 35% (thirty-five percent) discount cap under the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017 and Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017; (ii) routing excess discounts as marketing payments to Kerala Communicators Cable Limited (“KCCL”) with ads aired on test channels; and (iii) favouring KCCL, a competitor through advertising agreements lacking genuine commercial purpose, thereby restricting ADNPL’s market access. The CCI delineated the relevant market as the “market for provision of broadcasting services in the State of Kerala”. Further, based on its review of the information submitted, the CCI formed a prima facie opinion and directed the Director General, CCI (“DG”) to investigate the matter. [4]  Aggrieved by the CCI’s order, Asianet Star Communications Private Ltd. (“ASCPL”), SIPL, and Disney Broadcasting (India) Private Ltd. (“DBPL”) filed a writ petition before the SJB of KHC.

The SJB held that:

i.  Both the Competition Act, 2002, (“Competition Act”) and the TRAI Act, 1997 (“TRAI Act”) are special statutes in their respective domains – while the Competition Act governs anti-competitive practices, the TRAI Act regulates the telecommunication sector including, broadcasting services. Although there may be overlaps in the discharge of functions by the CCI and TRAI, the TRAI Act does not cover the alleged anti-competitive practices, including abuse of dominance;

ii.  Since the purview of the CCI and TRAI is different, the CCI has the jurisdiction to examine allegations of abuse of dominance, while TRAI governs regulatory compliance, hence, both regulators can act concurrently without encroaching upon each other’s authority; and 

iii. No sequential proceeding was necessitated. ADNPL was not required to first approach TRAI or the Telecom Disputes Settlement and appellate tribunal for alleged violations of TRAI’s new regulatory framework, nor was the CCI required to defer its proceedings pending TRAI’s findings. The prima facie orders issued under the Competition Act are in rem and carry no civil consequences at the preliminary stage, therefore, the CCI order was not required to be dismissed.

Accordingly, the writ petition was dismissed, with liberty to ASCPL, SIPL, and DBPL to raise jurisdictional objections before the CCI, which must address them prior to adjudicating the merits.

Observations of the DB of the KHC:

On appeal, the DB of the KHC upheld SJB’s order observing that:

i. The Competition Act and the TRAI Act are parallel legislations intended by Parliament to operate “unhindered and unobstructed by each other.” The Competition Act is a sui generis statute governing open-market competition - covering dominance, denial of market access and anti-competitive practices - while TRAI’s remit is confined to technical compatibility, regulated pricing parameters, interconnection issues and licensing obligations. There is no statutory restriction preventing the CCI from acting merely because the sector is regulated by TRAI. Thus, allegations of abuse of dominance need not first be taken to TRAI before the CCI can exercise jurisdiction;

ii. Only the CCI can assess dominance, as this requires evaluation of the relevant market, product market, geographic market, and market structure - matters that TRAI is statutorily ill-equipped to determine. The CCI’s suo motu powers further reflect the breadth of its mandate to address anti-competitive conduct by dominant players;

iii. The Hon’ble Supreme Court of India’s (“SC”) decision in CCI v. Bharti Airtel Ltd. [5]  (“Bharti Airtel Case”) cannot be treated as a universal rule requiring prior TRAI determination in all cases. Unlike the Bharti Airtel Case, the present dispute involved no pending TRAI proceedings, and the allegations were made out for abuse of dominance and not licensing compliance;

iv. A prima facie order under the Competition Act is an administrative order in rem, does not entail civil consequences, and does not require a prior hearing. The principles of natural justice do not apply at the preliminary stage. Thus, all the jurisdictional and substantive objections may be raised before the CCI after the DG’s report; and

v. The CCI must grant SIPL a full hearing and pass a reasoned and speaking order after receipt of the DG’s report. The CCI shall first adjudicate the appellant’s jurisdictional objections, and to do so by way of a separate, reasoned order within 8 (eight) weeks of the DB’s order.

1.2 DECISIONS OF THE NCLAT

a.  NCLAT dismissed appeal against Vifor over alleged abuse of dominance in iron deficiency drug market [6]

On October 30, 2025, the NCLAT dismissed the appeal challenging the CCI’s dismissal  [7]  of information against Vifor International (AG) (“Vifor”) [8] . The information alleged that Vifor, the patent holder of Ferric Carboxymaltose (“FCM”) – a drug used to treat iron deficiency anaemia - had abused its dominant position by restricting supply and keeping prices artificially high through licensing arrangements with Lupin Limited (“Lupin”) and Emcure Pharmaceuticals Limited (“Emcure”).

Observations of the CCI:

i.  Vifor’s licensing arrangements with Lupin and Emcure were not unreasonable or anti-competitive. Vifor’s agreements were of short duration and that Vifor had not restricted its licensees from competing in the market;

ii.  There was no evidence to indicate that Lupin and Emcure had a pervasive presence in the market which would allow them to exclude competition from other pharmaceutical companies operating in the Indian market for the said product, both generic and non-generic;

iii. The patent granted to Vifor in respect of its soluble FCM iron injectables was said to expire in the year 2023 and it was expected that the patented FCM should then be available for free exploitation by interested parties; and

iv. No prima facie contravention of the Competition Act was established.

Observations of the NCLAT: 

i.  The CCI had dismissed the information and that the patent on drug FCM had expired at the time of filing the appeal, and FCM was available in the public domain for manufacturing;

ii. The CCI lacked jurisdiction to examine the alleged anti-competitive conduct against Vifor. The Delhi High Court judgment in Telefonaktiebolaget LM Ericsson v. Competition Commission of India [9],  and the SC’s dismissal of CCI’s Special Leave Petition [10]  in the same matters collectively established that patent-related conduct is governed by the Patents Act, 1970,  not the Competition Act.

iii. Since FCM was a patented drug during the relevant period, the dispute squarely concerned the exercise of patent rights by Vifor; and

iv. Section 3(5) of the Competition Act explicitly protects patentees who impose reasonable conditions to safeguard their intellectual property rights.

b. NCLAT sets aside CCI’s 5 (five)-year ban on WhatsApp-Meta data sharing for advertising [11]

On November 04, 2025, the NCLAT partially set aside the CCI order [12]  penalising Meta Platforms, Inc. (“Meta”) and WhatsApp LLC (“WhatsApp”). The NCLAT affirmed the CCI’s findings on WhatsApp’s dominance in the market for “over-the-top” messaging apps through smartphones in India (“OTT Messaging Market”)”. However, whilst upholding the monetary penalty imposed by the CCI (INR 213.14 crore – approximately USD 23.62 million  [13] the NCLAT set aside CCI’s 5 (five)-year prohibition on sharing of WhatsApp user data with Meta entities for advertising.

Observations of the CCI:

i. WhatsApp’s 2021 privacy policy forced users into a “take-it-or-leave-it” acceptance with no meaningful choice, especially due to the removal of the opt-out option, which was available under the 2016 privacy policy. Consent obtained under a “take-it-or-leave-it” framework where users had to accept the updated policy or lose access to the service could not be considered free, voluntary, or informed. The imbalance of bargaining power, coupled with vague and expansive data collection terms and user inertia from long-term dependence on WhatsApp, rendered user choice illusory;

ii. Cross-platform data sharing strengthened Meta’s targeted advertising capabilities, raising entry barriers for rival ad-tech players; and

iii.  WhatsApp’s dominance in the OTT Messaging Market was leveraged to protect Meta’s position in the downstream online display advertising market in India (“Online Advertising Market”). 

Observations of the NCLAT: 

i. Overlap with data-protection laws does not bar competition scrutiny. CCI examines market effects, not privacy rights. Data-coercive conduct by a dominant platform can raise valid antitrust concerns;

ii.The SC has already held that CCI can investigate WhatsApp’s privacy policy for competition concerns [14] ;

iii. In zero-priced platforms, users “pay” through their data. Degradation of privacy can therefore constitute a quality reduction, qualifying as an imposition of unfair condition;

iv. WhatsApp’s 2021 privacy policy was vague, reinforcing network effects and switching costs. It imposed an expanded scope of data collection and sharing on users without meaningful choice or ability to opt out. Accordingly, the privacy policy was deemed to be an abuse of dominant position through the imposition of unfair conditions on its users;

v. Although Meta enjoys significant ad impressions and revenue, strong competitors such as Google prevent a finding of dominance. Without dominance in the Online Advertising Market, the allegation of leveraging could not stand;

vi. However, Meta’s group-level control over WhatsApp, the unique dynamics of digital markets, and Meta’s privileged access to WhatsApp user data collectively created a competitive imbalance. This preferential access positioned Meta as a default choice for advertisers and effectively restricted market access for rival ad-tech players. Accordingly, Meta’s conduct resulted in denial of market access to its competitors;

vii. The CCI’s 5 (five)-year ban on WhatsApp sharing user data with Meta for advertising was disproportionate, especially since WhatsApp had further updated the privacy policy which now includes a straightforward opt-out mechanism that already addresses coercion concerns. Hence, this prohibition was set aside by the NCLAT;  

viii.  However, the NCLAT upheld the remaining CCI behavioral remedies such as mandating WhatsApp to: (i) provide a detailed explanation of the user data shared with other Meta Companies; (ii) provide a clear opt-out option to users through an in-app notification and a further option to review and modify the choice; and (iii) stop sharing data collected on WhatsApp for purposes unrelated to WhatsApp as a condition for service; and

ix. On December 15, 2025, the NCLAT clarified that the directions related to privacy and consent related safeguard remedies extend to all non-WhatsApp purposes, including display advertising.

1.3 DECISIONS BY THE CCI

In Q3 of FY 2025-26, the CCI issued a total of 9 (nine) orders in relation to enforcement matters. Of these, the CCI:

i. Passed 2 (two) orders finding contravention of the provisions of the Competition Act;

ii. Directed the DG to investigate 1 (one) information; and

iii. Declined to investigate 6 (six) information relating to allegations of abuse of dominance and anti-competitive agreements.

A summary of the noteworthy cases is set out below:

a. The CCI dismisses information against Google over termination of developer account [15]

On October 6, 2025, the CCI dismissed an information [16]  against Alphabet Inc., Google LLC and Google India Pvt. Ltd. (collectively, “Google”), alleging that Google had abused its dominant position by unfairly terminating the informant’s Google Play Store developer account.

The informant alleged that:

i. Google terminated its account without prior notice based on vague and opaque ‘related account’ criteria and pursuant to an unfair and discriminatory enforcement process; [17]

ii. The termination lacked transparency and proportionality;

iii. The appeal process at Google to challenge the termination was illusory and automated; and

iv. Indian developers were disadvantaged compared to their European Union counterparts, who had access to additional redressal channels.

Google submitted that:

i.  The Google Play Developer Distribution Agreement (“GPDDA”) permits termination without notice in cases involving serious policy violations;

ii. The termination of the informant’s account was carried out under Google’s ‘Relation Ban Policy’,  designed to protect platform integrity and user safety, triggered by links between the informant’s account and a previously terminated ‘malware seed account’ associated with the informant’s Chief Technology Officer;

iii. The information was essentially an individual developer grievance for violation of Google Play Store policies under the garb of a competition issue; and

iv. Google had no incentive to remove a compliant and policy-abiding app from the Google Play Store as more apps on Google Play Store would attract more users, benefiting both developers and Google alike.

Observations of the CCI:

i. The CCI delineated the relevant market as “the market for app stores for Android OS in India” and, consistent with its previous decisions on Google, reaffirmed Google’s dominant position therein.

ii. The termination was consistent with Google’s global policies and aimed at preserving platform integrity;

iii. The informant’s claim of having no nexus with the terminated account was factually incorrect;

iv.  The GPDDA and Google Play policies are standard-form contracts applied uniformly across developers – the CCI had examined these policies previously in the context of suspension of app developer accounts by Google, and has not found any contravention of the Competition Act;

v. The combination of automated detection and human review in enforcement and appeals cannot, by itself, be considered unfair or discriminatory;

vi. No evidence of arbitrary enforcement, discrimination, denial of market access, or appreciable adverse effect on competition (“AAEC”) was adduced; and

vii. The dispute was an individual developer grievance, not a competition law issue.

b. After NCLAT remand, the CCI again penalizes 7 (seven) companies for bid-rigging [18]

On November 10, 2025, following the NCLAT’s dismissal of the appeals on merits but remand limited to reconsideration of penalty, the CCI re-examined and imposed penalties at 10% (ten percent) of the global turnover on 7 (seven) companies for repeated bid rigging in Pune waste plant tenders.

Background:

i. Nagrik Chetna Manch [19]  filed an information against Fortified Security Solutions (“Fortified”), Ecoman Enviro Solutions Pvt. Ltd. (“Ecoman”), and Pune Municipal Corporation, alleging bid rigging/collusive bidding by Fortified and Ecoman in various tenders issued by Pune Municipal Corporation for “design, supply, installation, commissioning, operation and maintenance of municipal organic and inorganic solid waste processing plant(s)”;

ii. The CCI, based on the information submitted, directed the DG to conduct further investigation. During its investigation, the DG found involvement of a few other bidders in the alleged conduct as well as found the alleged conduct to be prevalent in a couple of more tenders. Based on the DG’s investigation and its note to the CCI, the CCI added certain new opposite parties to the matter, i.e., Lahs Greens India Pvt. Ltd., Sanjay Agencies, Mahalaxmi Steels and Raghunath Industry Pvt. Ltd.;

iii. The CCI noted that 4 (four) entities namely Saara Traders Pvt. Ltd., Ecoman, Fortified and Raghunath Industry Pvt. Ltd., had indulged in bid-rigging/collusive bidding in tenders issued by Pune Municipal Corporation, and directed the DG to conduct investigation in this matter as well;

iv. During the pendency of the 2 (two) DG investigations the CCI received leniency application from 7 (seven) entities ;[20]

v. Upon completion of investigation, and hearing the parties, the CCI imposed a penalty on all the parties and their identified office bearers at 10% (ten percent) of average turnover/income of last 3 (three) financial years pursuant to which an appeal was filed before the NCLAT; and

vi. On December 23, 2022, the NCLAT dismissed the appeal on merits but on penalty remitted the matter back to CCI observing that the CCI ought to provide elaborate reasons and adequate hearing opportunities to parties while imposing the maximum penalty of up to 10% (ten percent)  [21].

Observations of the CCI:

i. The Competition Commission of India (Determination of Monetary Penalty) Guidelines, 2024 (“Penalty Guidelines”) provide that where the determination of ‘relevant turnover’ is not feasible, the CCI may consider the global turnover of the enterprise concerned;  

ii. Several entities which participated in the bid-rigging arrangement were cover bidders and were not even present in the impugned relevant market of solid waste management business. As such, their ‘relevant turnover’ in terms of the Penalty Guidelines would be nil. Therefore, the CCI relied on global turnover for all erring entities to ensure fairness and preserve deterrence.

iii. The CCI rejected arguments that there was no AAEC, no loss to the exchequer, or that the parties were first-time offenders. It held that repeated participation in bid-rigging cannot be excused by ignorance or claims of helping acquaintances; and

iv.  Given the repeated and intentional nature of the conduct, the CCI imposed the maximum penalty (10% (ten percent) of average global turnover for the past 3 (three) FYs) on the opposite parties as well as their identified office bearers.

c. The CCI initiated an investigation against Basketball Federation of India for alleged abuse of dominance [22]

On November 25, 2025, the CCI initiated an investigation against Basketball Federation of India (“BFI”) based on an information [23]  alleging that the BFI abused its dominant position by blocking private basketball leagues and coercing players to exclusively participate in BFI-approved events.

The informant alleged that:

i. BFI repeatedly ignored or rejected the informant’s requests for approval to run the Elite Pro Basketball League (“EPBL”) including a 3x3 promotional event titled ‘Elite Pro 3x3 League’ (“EP3L”);

ii. BFI officials allegedly threatened the informant’s personnel and ordered the Sathyabama University in Chennai to deny venue access - effectively shutting down player try-outs;

iii. BFI reportedly forced players/coaches to give undertakings that they hadn’t joined any “unauthorized leagues,” threatening bans and disqualification;

iv. BFI’s circular dated September 26, 2023, warned players to avoid EP3L and unauthorized tournaments, promising stringent action;

v. BFI enjoyed a dominant position in the “market for services of basketball players in India”; and

vi. BFI’s actions resulted in restricting the services of basketball players and also caused denial of market access to other organizers of basketball leagues/events such as the informant/EPBPL in contravention of the provisions of the Competition Act. Further, the imposition of such restrictions by the BFI amounted to restraints in the nature of exclusive distribution and refusal to deal.

Observations of the CCI:

i.  BFI’s revenue streams namely, member admission charges, player registration fees, tournament fees, sponsorships/donations, made it an ‘enterprise’ as defined under the Competition Act;

ii. Given the non-substitutability of basketball and the national participation base, the CCI delineated the relevant market as “market for organization of basketball leagues/events/tournaments in India”;

iii. BFI was the sole national-level federation governing the sport of basketball in India. It was vested not only with the authority to conduct national and international basketball tournaments/events but also sanctioning or disapproving proposals for organizing basketball events, making it the de facto regulator of basketball in India. Thus, the BFI exercised major control over basketball and basketball players, along with the organization of leagues/events/tournaments in India and hence enjoyed a dominant position;

iv.  BFI’s circular dated September 26, 2023 and its responses indicated imposition of restrictions on players, referees, and coaches from participating in non-BFI sanctioned events like EPBL – which prima facie appeared to limit/restrict the provision of their services;

v.  BFI, through its affiliated state associations, has overtly prevented the informant from launching the EPBL, thereby resulting in denial of market access to organizers of basketball events/leagues such as the informant;

vi. By requiring players and officials to only participate in BFI-sanctioned events and threatening sanctions for joining unauthorized leagues, BFI prima facie appeared to deny the players, the opportunity to participate in leagues of their own choice and coercing participants to exclusively engage with BFI-authorized tournaments amounting to forcing exclusive distribution agreement;

vii. BFI refused to authorize or recognize events organized by third parties like the informant, without providing justification or a transparent policy for such denial, which prima facie constituted a refusal to deal; and

viii. The CCI concluded that there existed a prima facie case against BFI and ordered the DG to conduct further investigation into the matter.

d. The CCI finds 3 (three) Maharashtra liquor associations guilty of cartelisation, issues a cease-and-desist order [24]

On December 11, 2025, the CCI issued a cease-and-desist order against Maharashtra Wine Merchants Association (“MWMA”), Pune District Wine Merchants Association (“PDWMA”), and Association of Progressive Liquor Vendors (“APLV”) for engaging in cartelisation.

Background:

i. The information [25]  alleged that MWMA, PDWMA, APLV, and Pimpri Chinchwad Liquor Dealers Association (“PCLDA”), being associations of licensed retail liquor vendors/wine shop owners, were collectively imposing restrictive commercial terms, on companies engaged in the manufacture, distribution or sale of alcoholic beverages (“Alcobev Companies”), including retail margins, discounts, launch schemes, payment terms, mandatory “launching fees” for new products, and donations. It was further alleged that these Alcobev Companies were compelled to obtain Letters of Introduction (“LOI”)/No-Objection Certificates (“NOC”) from these associations before launching products, failing which their products were boycotted; and

ii. During investigation, the DG found that: (i) MWMA, PDWMA, and APLV issued circulars and LOIs prescribing uniform commercial terms; (ii) the associations collectively controlled product launches by requiring these companies to obtain NOCs and comply with fixed margins and schemes; (iii) such conduct amounted to price fixation and restriction of market access; and (iv) PCLDA was defunct and therefore no conclusive findings could be recorded against it.

Observations of the CCI:

i. Trade associations, though legitimate, cannot be used as a platform to coordinate prices or commercial terms among competing retailers;

ii. The LOI/NOC mechanism operated as a tool for collective price determination and control over market entry, eliminating independent negotiations between Alcobev Companies and retailers. Practices that facilitate coordination among competitors or impose uniform trading conditions cannot be defended under the guise of efficiency enhancement or market facilitation; 

iii. Fixation of margins or launch conditions cannot be justified on the grounds of regulatory constraints or commercial hardship. Adjustments to margins in response to market or fiscal changes are commercial matters to be determined bilaterally between Alcobev Companies and individual retailers, not collectively through an association;

iv. The conduct of MWMA, PDWMA, and APLV amounted to price-fixing and market control in violation of the provisions of the Competition Act, as they interfered with free competition by influencing pricing, margins, and other commercial terms that should be independently decided by each Alcobev Company; and

v. The CCI refrained from imposing monetary penalties, taking into account the mitigating factors advanced by associations and their office bearers such as: (i) the associations being first-time offenders; (ii) discontinuation of the impugned anti-competitive conduct by MWMA, (iii) the constrained financial capacity of the associations; and (iv) absence of personal income gain by the office bearers. However, the CCI cautioned that any future recurrence would be construed as recidivism with attendant aggravated consequences not only for the associations but also for their office bearers.

The CCI approved 15 (fifteen) combinations in the Q3 of FY 2025-26 including 5 (five) deemed approvals for combinations that were filed under the green channel route (“GCR”). Further, the CCI also issued an order relating to gun-jumping. Summary of the noteworthy combinations approved during this period (including combinations approved in the preceding quarter but the detailed orders of which were published during Q3 of FY 2025-26) are set out below:

2.1 ORDERS APPROVED UNDER THE REGULAR ROUTE

a. CCI clears acquisition of sole control of Dana Incorporated’s off-highway business by Allison Transmission Holdings, Inc. [26]

On September 08, 2025, the CCI approved the acquisition of indirect sole control of Dana Incorporated’s (“Dana”) off-highway business (“Dana OH”) by Allison Transmission Holdings, Inc. (“Allison”). The proposed combination involved Allison’s acquisition of 100% (one hundred percent) equity interests in specific Dana subsidiaries and the purchase of certain assets related to the Dana OH’s business. Specifically, in relation to India, the proposed combination involved the acquisition of: (i) Graziano Trasmissioni India Private Limited; (ii) Dana India Private Limited; and (iii) the transfer of employees from Dana India Technical Centre Private Limited to Graziano India.

In its competition assessment, the CCI identified a horizontal overlap in the market segment for the manufacture and supply of transmissions for off-highway vehicles (“OHVs”) in India. Notably, the CCI observed that OHV transmissions are not interchangeable with on-highway transmissions due to distinct technical requirements, customized engineering, and specific validation testing. The CCI also evaluated a vertical linkage between the upstream market for OHV transmission components and the downstream market for the manufacture and supply of transmissions for OHVs in India. In this regard, the CCI found that the combined market share and the resulting increment from the proposed combination remained negligible, falling within the range of 0-5% across all identified segments. Further, the markets were characterized by the presence of several other significant competitors.

In light of the above, the CCI concluded that the proposed combination was not likely to cause any AAEC and therefore, approved the proposed combination unconditionally.

b. CCI clears 100% (one hundred percent) acquisition of Jaiprakash Associates Limited by PNC Infratech Limited [27]

On September 16, 2025, the CCI approved 100% (one hundred percent) acquisition of Jaiprakash Associates Limited (“JAL”) by PNC Infratech Limited (“PNC”). The proposed combination was being undertaken in furtherance of a resolution plan submitted by PNC in connection with the corporate insolvency resolution process of JAL under the Insolvency and Bankruptcy Code, 2016 (“IBC”).

In its competition assessment, the CCI identified horizontal overlaps in the broader engineering, procurement, and construction (“EPC”) sector. While both the parties provided EPC services, the CCI noted a distinction in their core expertise: JAL focused predominantly on hydro-power projects like dams and tunnels, whereas PNC specialized in roads and highways. In this regard, the CCI observed that the parties' presence in the broader EPC market and specific sub-segments for roads and power projects was insignificant. Additionally, a potential overlap in the hospitality business was examined in the city of Agra, where PNC’s promoters held a single, non-operational hotel venture since JAL was present in the hotel business and operated 5 (five) hotels in different locations. The CCI concluded that these overlaps were not significant enough to merit competition concerns given the competitive landscape.

The CCI further evaluated vertical and complementary linkages between the parties, particularly regarding power, cement, and EPC sectors. It was determined that the parties would lack the ability or incentive to engage in foreclosure strategies in these markets.

In light of the above, the CCI concluded that the proposed combination was not likely to cause any AAEC and therefore, approved the proposed combination unconditionally.

c. CCI clears 100% (one hundred percent) acquisition of Jaiprakash Associates Limited by Jindal Power Limited [28]

On September 30, 2025, the CCI approved 100% (one hundred percent) acquisition of JAL by Jindal Power Limited (“Jindal Power”). The proposed combination was being undertaken in furtherance of a resolution plan submitted by Jindal Power in connection with the corporate insolvency resolution process of JAL under IBC. 

In its competition assessment, the CCI identified horizontal overlaps in thermal power generation, grey cement, and chartered aviation services. For the power and aviation segments, the CCI found the overlaps insignificant and noted the presence of several other major competitors, thus leaving the exact market delineation open. Regarding grey cement, the CCI observed that JAL’s production plants located in the states of Madhya Pradesh, Karnataka, Uttar Pradesh, and Chhattisgarh were non-operational. Consequently, the CCI moved away from traditional catchment area analysis and instead assessed the market structures based on plant locations. In the relevant market comprising Chhattisgarh and neighboring states, the combined market share was estimated to be under 15% (fifteen percent) and less than 5% (five percent), respectively.

The CCI also examined vertical and complementary linkages across the power, cement, real estate, and EPC sectors, including the supply of fly ash, clinker, and cement. The CCI concluded that the combined entity would lack both the ability and incentive to engage in foreclosure strategies.

In light of the above, the CCI concluded that the proposed combination was not likely to cause any AAEC and therefore, approved the proposed combination unconditionally.

d. CCI clears 100% (one hundred percent) acquisition of Jaiprakash Associates Limited by Vedanta Limited [29]

On October 14, 2025, the CCI approved 100% (one hundred percent) acquisition of JAL by Vedanta Limited (“Vedanta”). The proposed combination was being undertaken in furtherance of a resolution plan submitted by Vedanta in connection with the corporate insolvency resolution process of JAL under IBC.

In its competition assessment, the CCI identified horizontal overlaps between the activities of the Vedanta Group and JAL in the segments of power generation, EPC services, and fly ash. These overlaps were further narrowed down to sub-segments such as thermal power generation and EPC services for power projects in India. The CCI observed that the parties had an insignificant presence in these horizontally overlapping segments and these markets were characterized by the presence of other significant competitors.

The CCI also evaluated various vertical and complementary linkages across the power, EPC/real estate, and cement sectors. These included linkages between: (i) the upstream supply of aluminium, zinc, steel, and cement with downstream EPC/real estate services; and (ii) fly ash, slag, and iron ore with cement production. The CCI concluded that these linkages were not likely to confer the parties either the ability or incentive to engage in foreclosure strategies.

In light of the above, the CCI concluded that the proposed combination was not likely to cause any AAEC and therefore, approved the proposed combination unconditionally.

e. CCI clears acquisition of minority stake in multiple Indian realty entities by Temasek [30]

On October 7, 2025, the CCI approved: (i) Jongsong Investments Pte. Ltd.’s (“Jongsong”) acquisition of 20% (twenty percent) of the equity share capital of each of Adamas Asset Holdings Pte. Ltd. , RGIP Holdings Pte. Ltd., Vikhroli Holdings Pte. Ltd. and Airoli Holdings Pte. Ltd.; and (ii) Ivanhoe Cambridge Singapore Investments II Pte. Ltd.’s acquisition of 40% (forty percent) and Jongsong’s acquisition of 20% (twenty percent) of the equity share capital of each of the Bangalore Asset 2 Pte. Ltd. and Bangalore Asset 3 Pte. Ltd, respectively.

Jongsong, an investment holding company incorporated in Singapore, is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited (“Temasek”), which is an investment company headquartered in Singapore. IC Singapore is an entity incorporated in Singapore and is a wholly-owned indirect subsidiary of Ivanhoe Cambridge Inc. (“IC”). IC is the real estate subsidiary of Caisse de dépôt et placement du Québec (“CDPQ”), a Canadian institutional fund manager.

The CCI noted horizontal overlaps between the affiliates of Jongsong/Temasek and the target entities in the business segment for commercial real estate. Specifically, existing overlaps were identified in Bengaluru and Chennai, while pipeline projects indicated potential overlaps in Pune and the Mumbai Metropolitan Region.

In its competition assessment, the CCI observed that the combined market share of the parties in the provision of commercial real estate in Bengaluru and Chennai ranged between 0-5% and 5-10%, respectively. For the Mumbai Metropolitan Region and Pune, the combined market shares were similarly situated in the range of 0-5% and 5-10%, respectively. Notably, the incremental market share resulting from the proposed combination was found to be minimal, in the range of 0-5% across all four cities.

In light of the above, the CCI concluded that the proposed combination was not likely to cause any AAEC and therefore, approved the proposed combination unconditionally.

2.2 GUN-JUMPING ORDER

a. CCI penalises Manipal Health Systems for premature consummation of AESL’s acquisition [31]

On 31 July 2025, the CCI imposed a penalty of INR 20,00,000 (approximately USD 22,160) on Manipal Health Systems Private Limited (“MHSPL”) for filing a notifiable combination to the CCI much after consummating a part of the combination (and not awaiting the prior CCI approval).

The proceedings arose during the CCI’s examination of a notified combination (as detailed below). MHSPL and MEMG Family Office LLP (“MEMG FO”) had notified the CCI of a proposed combination involving the acquisition of shares in Aakash Educational Services Limited (“AESL”), a provider of test preparation and coaching services across India.     

The notified combination comprised 2 (two) inter-connected steps:

i.  Transaction-1: Acquisition by MHSPL of 39.61% (thirty-nine point six one percent) of the equity share capital of AESL (on a post-issue fully diluted basis) pursuant to the conversion of debentures following events of default under a debenture trust deed; and

ii. Transaction-2: Acquisition by MEMG FO of up to an additional approximately 8.25% (eight point two five percent) (or any additional number) shareholding in AESL, contingent upon the outcome of arbitration proceedings .[32]

Transaction-1 and Transaction-2 were collectively referred to as the “Proposed Combination”.

The CCI upon its review of competition aspects of the Proposed Combination, concluded that the Proposed Combination was not likely to cause any AAEC and therefore, unconditionally approved the Proposed Combination on July 23, 2024.

Notably, during its review of the Proposed Combination, the CCI noted that Transaction-1 had already been consummated on January 22, 2024, when the equity shares representing 39.61% (thirty-nine point six one percent) of AESL were allotted to MHSPL. However, the statutory merger control notification with respect to the Proposed Combination (including Transaction-1), was filed only on May 9, 2024. This led the CCI to issue a show cause notice (“SCN”), calling upon the parties to explain why penalty should not be imposed for gun-jumping. The SCN was communicated to MHSPL and MEMG FO through a letter dated August 20, 2024, and the parties (i.e., MHSPL and MEMG FO) responded to the SCN on October 11, 2024, the details of which are set out below.

MHSPL in its response to the SCN stated the following facts in relation to Transaction-1:

i. The conversion of debentures into equity was triggered automatically due to multiple uncured events of default and was carried out to protect its contractual rights; [33]

ii. AESL was facing significant financial distress, and failure to convert would have jeopardised the interests of nearly 4,00,000 (four lakh) students and over 10,000 (ten thousand) employees;

iii. MHSPL had not entered into any shareholders’ agreement with AESL and did not enjoy any special contractual rights which were not available to an ordinary shareholder; 

iv. The transaction was pro-competitive, resulted in no AAEC, and was necessary to ensure AESL’s continuation as a going concern; and

v. MHSPL had acted bona fide, engaging with the CCI through pre-filing consultations and voluntarily disclosed the details of Transaction-1 in its notification of the Proposed Combination.

MEMG FO in response to the SCN submitted that Transaction-2 had not been consummated and that it had no relation or responsibility with respect to Transaction-1 since it was neither a party to Transaction-1 nor had it acquired AESL’s shares through Transaction-1.

The CCI, after considering the submissions of both MHSPL and MEMG FO, held that:

i. Transaction-1 was a notifiable combination and was neither exempted nor covered under Schedule I of the of Competition Commission of India (Procedure in Regard to the Transaction of Business Relating to Combinations) Regulations, 2011;

ii. The consummation of Transaction-1 prior to filing notice squarely violated the provisions of the Competition Act, attracting a penalty for gun-jumping. The mandatory and suspensory nature of Indian merger control applies irrespective of AAEC or mitigating circumstances; and

iii. No contravention was made out in respect of Transaction-2, as it was notified prior to consummation.

However, the CCI adopted a lenient approach in view of the extenuating financial circumstances surrounding AESL, the absence of control or special rights available to MHSPL in AESL, voluntary disclosure made by MHSPL, and the lack of any demonstrated competitive harm, and imposed a nominal penalty of INR 20,00,000 (approximately USD 22,160).