Competition (Minimum Value of Assets or Turnover) Rules, 2024

What it does

The Rules are made under the Competition Act, 2002 and concern the value of assets or turnover that has to be shown before a transaction is treated as needing the attention of the Competition Commission of India. The Act requires the parties to certain acquisitions, mergers and amalgamations to notify the Commission and wait for clearance, and it decides which transactions are caught by reference to value tests. These Rules are part of that set of tests.

This page does not state the figures the Rules prescribe, and a reader should not treat it as doing so. The figures, and the way they are measured, are a matter for the text of the Rules and of any notification that revises them. What can be said is that the Rules operate as a filter at the front of the process: they help to decide whether a transaction need be notified at all, before any question arises about its effect on competition.

Who it binds

The parties to a transaction that may be a combination under the Competition Act, 2002: the acquirer and the enterprise acquired, or the merging or amalgamating enterprises. The Commission applies the Rules when it decides whether a notice was required and whether it was filed in time. They do not bind a business that has no transaction in view, and they are separate from the prohibitions on anti-competitive agreements and abuse of dominance, which have no value test of this kind.

What turns on it in practice

For a business planning an acquisition, joint venture or restructuring, the first step is to establish whether the transaction needs to be notified. That depends on the value of assets or turnover of the enterprises concerned, measured as the Act and the Rules require, and on whether any exemption applies. A transaction that needed notice and did not receive it exposes the parties to a penalty and to the Commission's power to inquire into it after it has closed.

The Competition Act itself was amended in 2023 to add a test based on the value of the deal, so the question for a deal today is whether it is caught by the asset and turnover tests, by the deal value test, or by neither. Structuring and documentation for a transaction therefore start with this threshold analysis, and the closing conditions and timetable of the agreement are drafted around the answer. That is part of the transaction advisory work this practice does, and the Rules should be read with the Competition Act, 2002 and the Commission's own regulations on the procedure for notice.