CCI combination assessment

Identify the transaction and parties

Map the acquisition of shares, voting rights, assets or control, or the proposed merger or amalgamation. Include connected steps, options and contractual rights rather than examining only the first closing document.

Identify the relevant enterprises and groups. A minority shareholding should not be assumed to remove the need for analysis where governance or other rights are involved.

Review both financial and deal-value tests

Assess the applicable asset and turnover thresholds using the correct parties, group perimeter and financial information. Separately assess the deal-value test. CCI’s guidance identifies a transaction value exceeding ₹2,000 crore together with substantial business operations in India as the deal-value trigger.

The transaction-value analysis includes more than the headline cash purchase price. Review direct, indirect, deferred and non-cash consideration and the prescribed treatment of connected arrangements. Apply the regulatory tests for substantial Indian operations rather than relying only on Indian revenue.

Check exemptions against current instruments

Record the exact exemption and every condition relied upon. Confirm its effective period and whether it applies to the relevant trigger. A historic small-target notification or an old transaction opinion should not be treated as indefinitely valid.

Keep the exemption analysis distinct from a conclusion that no threshold is met. This makes the reasoning reviewable if the deal terms or financial information change.

Prepare the assessment file

• Transaction documents, structure chart and all connected steps.
• Ownership and control information for the relevant entities and groups.
• Financial statements and reconciled Indian and worldwide financial data.
• Full consideration schedule, including contingent and deferred elements.
• Product and service descriptions, market information and relationships between the parties.
• Current legal basis for any threshold or exemption conclusion.

Assess the competitive relationships

Identify overlapping activities, supply relationships and complementary products. Document how the parties compete or interact and the relevant customer and market evidence. A filing-route assessment should be supported by those facts.

If considering the Green Channel, test its specific eligibility conditions. Do not equate a small transaction or a lack of obvious direct overlap with automatic eligibility.

Coordinate signing, filing and closing

Build the applicable notification and standstill requirements into the transaction documents and implementation plan. Assign responsibility for filing information, responses and any clearance conditions. Obtain transaction-specific advice before taking steps that could implement a notifiable combination.

Keep integration planning and information sharing under appropriate controls. Commercial teams should understand which decisions and actions depend on the competition assessment.

Example: deferred consideration changes the analysis

A buyer agrees an initial price below the deal-value threshold and additional performance-linked consideration. The team should assess the full consideration under the prescribed rules, along with Indian business operations, before concluding that the initial price settles notification. The signed payment schedule and valuation assumptions belong in the assessment file.

Maintain the decision through completion

Refresh the assessment when the parties, rights, consideration or transaction sequence change. Retain the final notification decision, filed documents, authority correspondence and evidence that closing conditions were satisfied.

CCI approval and other corporate, sectoral or foreign-investment approvals answer different questions. Track each workstream separately within the same closing checklist.