Reviewed by CA Nikhil Gupta · Last reviewed 11 October 2026
Apply deal-value and substantial-business-operation criteria with transaction evidence.
Official source: Open the current India Code record.
Topic under review: Criteria of Combination Rules, 2024. Before advice, filing, enforcement or publication, preserve the operative Act, commencement notification, applicable Rules/regulations, amendments, portal instructions and current judicial treatment in the matter file.
Finin2min practical explanation · 11 October 2026
These Rules were notified as G.S.R. 548(E) on 9 September 2024 and commenced on 10 September 2024. They specify the no-overlap test for a notice under section 6(4) of the Competition Act; they do not grant a blanket exemption for all transactions involving unrelated businesses.
The parties, their group entities and affiliates must not produce or supply identical, similar or substitutable products or services. Map competition at product and geographic levels; a different company name or separate HSN code alone does not establish no overlap.
Rule 3 also excludes the simplified section 6(4) route where parties are linked through different levels of the production or supply chain or produce complementary offerings. Audit procurement, distribution, aftermarket services, data and technology interdependencies, not merely revenue descriptions.
An enterprise counts as an affiliate where another has at least 10% shareholding or voting rights, board/observer representation rights, or ability to access commercially sensitive information. Investigate all three alternatives across the ultimate controlling party and acquisition target.
First test whether transaction thresholds, exemption orders and deal-value triggers require CCI notification. If notifiable, record overlap analysis, affiliate chart, contemporaneous market research and form choice. These Rules govern eligibility for the section 6(4) notice route, not independent merger clearance.
Company A purchases an enterprise offering enterprise accounting software. A has 8% of a logistics platform, no board seat and no access to sensitive information; separately its parent owns 12% in a payments company. A no-overlap conclusion must examine the 12% affiliate, its services and any complementary link to the target. If the platforms serve connected markets, section 6(4) may not be the appropriate notice route even though neither company currently sells accounting software.
No. It defines conditions for the section 6(4) notification process; independent combination thresholds and exemptions still require analysis.
The Gazette specifies commencement on 10 September 2024.
Decision question. Identify the exact statutory or regulatory trigger covered by Criteria of Combination Rules, 2024, the person on whom the duty falls, the event date and the evidence that proves compliance or breach.
Applicability test. Record the entity, transaction, product, data set, project, market or proceeding in scope; test statutory exclusions and exemptions; then freeze the version of the law applying on the event date.
Execution workflow. Allocate the matter to responsible legal, compliance, finance, operations and evidence owners; prepare a dated issue note; obtain approvals; complete filing, disclosure, notice, payment or remediation; and retain acknowledgement plus supporting evidence.
Consequence and remedy. Distinguish administrative correction, civil relief, compensation, monetary penalty, prosecution, appeal, settlement, mediation, arbitration and constitutional or judicial review. Limitation and pre-deposit requirements must be computed independently.
Cross-law review. Test the Contract Act, Companies Act, GST, income tax, accounting, evidence, limitation, arbitration, consumer, competition, insolvency, data-protection and sector-regulatory overlays only where factually relevant.
| Provision | Subject | Control domain | Source rule |
|---|---|---|---|
| Operational module | Criteria of Combination Rules, 2024 | deal value criteria | Instrument-specific source and implementation controls apply. |
Identify who acts, who is protected, the transaction or processing event, territorial nexus, threshold, exception and effective date.
Convert each cumulative or alternative limb, proviso and exemption into an evidence-backed checklist. Record the consequence of satisfaction or failure.
Apply deal-value and substantial-business-operation criteria with transaction evidence. Build the workflow around named owners, system gates, approval limits, due dates, filing evidence, exception escalation and independent review.
| Working | Method | Evidence |
|---|---|---|
| Threshold/value | Apply the event-date statutory base and document assumptions, inclusions, exclusions and connected persons. | Financials, transaction documents, system data and valuation. |
| Time/limitation | Record trigger, service, exclusion, acknowledgment, statutory extension, filing and appeal dates. | Chronology, delivery proof, portal receipt and order. |
| Exposure | Separate principal, compensation, penalty, interest, refund, remediation cost and litigation cost. | Reproducible calculation and approval. |
Separate cure, withdrawal, refund, compensation, interest, penalty, director/officer exposure, prosecution, regulator direction, settlement, appeal and judicial review. Do not use one statute's limitation or remedy to assume the result under another statute.
Check contract, Companies Act/LLP, GST, income tax/TDS, accounting, DPDP/IT, consumer, competition, RERA, MSMED, FEMA, IBC, sector regulator and evidence law independently.
Classify the facts and event date, then capture the current official Act and delegated instruments before applying an operational rule.
Only where the statute permits contractual allocation. Mandatory duties, regulator powers, public-law consequences and non-waivable rights continue to apply.
The operative contract or policy, authority, notices, system records, calculations, approvals, filings, delivery proof and the official-source version used.
Determine the statutory authority, tribunal or court, territorial and subject-matter jurisdiction, appeal route, preconditions and limitation separately.
No. It is a professional implementation framework and must be reconciled with the signed Gazette and matter-specific advice.
