1.    The Competition Commission of India (“CCI”) recently notified the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2019 (“Amendment Regulations”), amending its merger control regulations. The Amendment Regulations are effective from 15 August 2019.

2.    The Amendment Regulations introduce a ‘Green Channel’ for certain combinations which would be granted deemed approval, upon filing a Form I notification (“Notice”) and receiving an acknowledgment. The Green Channel approval is applicable when parties, their group companies and/ or any entity in which it, directly or indirectly, hold shares or exercise control, are not engaged in:

a.    the provision of similar / identical / substitutable products or services;

b.    any activities at different levels or stages of the production chain; and

c.    any activities which are complementary to each other.

3.    The key highlights of the Amendment Regulations are:

• Deemed approval under the Green Channel: Post notification under the Green Channel, the parties need not await CCI clearance for closing. The Notice must be accompanied by a Declaration stating that the combination qualifies for the Green Channel and that no false statement / material omission is made in the Notice.
• If wrongly claimed, CCI may revoke Green Channel approval: If the CCI is of the view that parties have incorrectly claimed the benefit of the Green Channel, its approval shall be held void ab initio. It is likely that the CCI would direct the parties to re-file the Notice and scrutinize the combination under the regular merger review process (where closing is allowed only on after CCI review and approval). However, the CCI will grant an opportunity of hearing to parties before revoking its Green Channel approval.
• Meaning of Complementary Activities: It will be interesting to see how the CCI identifies ‘complementary activities’ of parties, as the Amendment Regulations do not define the exact scope / meaning of this term.

4.    The Amendment Regulations are a welcome step towards streamlining the merger review process. It ensures that many combinations, especially pure passive investments, need not await CCI approval for closing. This would improve the ease of doing business in India and ensure that CCI’s time and capacity is spent scrutinizing only those combinations that raise competition concerns in India.