Competition Act, 2002

(1)This Act may be called the Competition Act, 2002.

(2)It extends to the whole of India except the State of Jammu and Kashmir*.

(3)It shall come into force on such date 1 as the Central Government may, by notification in the Official Gazette, appoint:

Provided that different dates may be appointed for different provisions of this Act and any reference in any such provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision.

In this Act, unless the context otherwise requires,—

(a)“acquisition” means, directly or indirectly, acquiring or agreeing to acquire—

(i)shares, voting rights or assets of any enterprise; or

(ii)control over management or control over assets of any enterprise;

(b)“agreement” includes any arrangement or understanding or action in concert,—

(i)whether or not, such arrangement, understanding or action is formal or in writing; or

(ii)whether or not such arrangement, understanding or action is intended to be enforceable by legal proceedings;

¹[(ba)“Appellate Tribunal” means the National Company Law Appellate Tribunal referred to in sub-section (1) of section 53A;]

(c)“cartel” includes an association of producers, sellers, distributors, traders or service providers who, by agreement amongst themselves, limit, control or attempt to control the production, distribution, sale or price of, or, trade in goods or provision of services;

(d)“Chairperson” means the Chairperson of the Commission appointed under sub-section (1) of section 8;

(e)“Commission” means the Competition Commission of India established under sub-section (1) of section 7;

²[(ea)“commitment” means the commitment referred to in section 48B;]

(f)“consumer” means any person who—

(i)buys any goods for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment and includes any user of such goods other than the person who buys such goods for consideration paid or promised or partly paid or partly promised, or under any system of deferred payment when such use is made with the approval of such person, whether such purchase of goods is for resale or for any commercial purpose or for personal use;

(ii)hires or avails of any services for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment and includes any beneficiary of such services other than the person who hires or avails of the services for consideration paid or promised, or partly paid and partly promised, or under any system of deferred payment, when such services are availed of with the approval of the first -mentioned person whether such hiring or availing of services is for any commercial purpose or for personal use;

(g)“Director General” means the Director General appointed under sub-section (1) of section 16 and includes any Additional, Joint, Deputy or Assistant Directors General appointed under that section;

(h)“enterprise” means ³[a person or a department of the Government, including units, divisions, subsidiaries, who or which is, or has been, engaged in any economic activity, relating to the production, storage, supply, distribution, acquisition or control of articles or goods, or the provision of services, of any kind, or in investment, or in the business of acquiring, holding, underwriting or dealing with shares, debentures or other securities of a ny other body corporate, either directly or through one or more of its units or divisions or subsidiaries, but does not include any activity of the Government relatable to the sovereign functions of the Government including all activities carried on by the departments of the Central Government dealing with atomic energy, currency, defence and space;]

Explanation.—For the purposes of this clause,—

(a)“activity” includes profession or occupation;

(b)“article” includes a new article and “service” includes a new service;

(c)“unit” or “division”, in relation to an enterprise, includes—

(i)a plant or factory established for the production, storage, supply, distribution, acquisition or control of any article or goods;

(ii)any branch or office established for the provision of any service;

(i)“goods” means goods as defined in the Sale of Goods Act, 1930 (8 of 1930) and includes—

(A)products manufactured, processed or mined;

(B)debentures, stocks and shares after allotment;

(C)in relation to goods supplied, distributed or controlled in India, goods imported into India;

(j)“Member” means a Member of the Commission appointed under sub-section (1) of section 8 and includes the Chairperson;

(k)“notification” means a notification published in the Official Gazette;

⁴[(ka)“party” includes a consumer or an enterprise or a person or an information provider, or a consumer association or a trade association, or the Central Government or any State Government or any statutory authority, as the case may be, and shall include an enterprise or a person against whom any inquiry or proceeding is instituted; and any enterprise or person impleaded by the Commission to join the proceedings;]

(l)“person” includes—

(i)an individual;

(ii)a Hindu undivided family;

(iii)a company;

(iv)a firm;

(v)an association of persons or a body of individuals, whether incorporated or not, in India or outside India;

(vi)any corporation established by or under any Central, State or Provincial Act or a Government company as defined in ⁵[clause (45) of section 2 of ⁶[the Companies Act, 2013 (18 of 2013)]];

(vii)any body corporate incorporated by or under the laws of a country outside India;

(viii)a co-operative society registered under any law relating to co-operative societies;

(ix)a local authority;

(x)every artificial juridical person, not falling within any of the preceding sub-clauses;

(m)“practice” includes any practice relating to the carrying on of any trade by a person or an enterprise;

(n)“prescribed” means prescribed by rules made under this Act;

(o)“price”, in relation to the sale of any goods or to the performance of any services, includes every valuable consideration, whether direct or indirect, or deferred, and includes any consideration which in effect relates to the sale of any goods or to the performance of any services although ostensibly relating to any other matter or thing;

⁷[(p)“public financial institution” means public financial institution as defined in clause (72) of section 2 of the Companies Act, 2013 (18 of 2013) and includes a State Financial Corporation, State Industrial Corporation or State Investment Corporation;]

(q)“regulations” means the regulations made by the Commission under section 64;

(r)“relevant market ” means the market which may be determined by the Commission with reference to the relevant product market or the relevant geographic market or with reference to both the markets;

(s)“relevant geographic market” means a market comprising the area in which the conditions of competition for supply of goods or provision of services or demand of goods or services are distinctly homogenous and can be distinguished from the conditions prevailing in the neighbouring areas;

⁸[(t)“relevant product market” means a market comprising of all those products or services—

(i)which are regarded as inter-changeable or substitutable by the consumer, by reason of characteristics of the products or services, their prices and intended use; or

(ii)the production or supply of, which are regarded as inter-changeable or substitutable by the supplier, by reason of the ease of switching production between such products and services and marketing them in the short term without incurring significant additional costs or risks in response to small and permanent changes in relative prices;]

(u)“service” means service of any description which is made available to potential users and includes the provision of services in connection with business of any industrial or commercial matters such as banking, communication, education, financing, insurance, chit funds, real estate, transport, storage, material treatment, processing, supply of electrical or other energy, boarding, lodging, entertainment, amusement, construction, repair, conveying of news or information and advertising;

⁹[(ua)“settlement” means the settlement referred to in section 48A;]

(v)“shares” means shares in the share capital of a company carrying voting rights and includes—

(i)any security which entitles the holder to receive shares with voting rights;

(ii)stock except where a distinction between stock and share is expressed or implied;

(w)“statutory authority” means any authority, board, corporation, council, institute, university or any other body corporate, established by or under any Central, State or Provincial Act for the purposes of regulating production or supply of goods or provision of any services or markets therefor or any matter connected therewith or incidental thereto;

(x)“trade” means any trade, business, industry, profession or occupation relating to the production, supply, distribution, storage or control of goods and includes the provision of any services;

(y)“turnover” includes value of sale of goods or services;

(z)words a nd expressions used but not defined in this Act and defined in ¹⁰[the Companies Act, 2013 (18 of 2013)] shall have the same meanings respectively assigned to them in that Act.

(1)No enterprise or association of enterprises or person or association of persons shall enter into any agreement in respect of production, supply, distribution, storage, acquisition or control of goods or provision of services, which causes or is likely to cause an appreciable adverse effect on competition within India.

(2)Any agreement entered into in contravention of the provisions contained in sub-section (1) shall be void.

(3)Any agreement entered into between enterprises or associations of enterprises or persons or associations of persons or between any person and enterprise or practice carried on, or decision taken by, any association of enterprises or association of persons, including cartels, engaged in identical or similar trade of goods or provision of services, which—

(a)directly or indirectly determines purchase or sale prices;

(b)limits or controls production, supply, markets, technical development, investment or provision of services;

(c)shares the market or source of production or provision of services by way of allocation of geographical area of market, or type of goods or services, or number of customers in the market or any other similar way;

(d)directly or indirectly results in bid rigging or collusive bidding, shall be presumed to have an appreciable adverse effect on competition:

Provided that nothing contained in this sub-section shall apply to any agreement entered into by way of joint ventures if such agreement increases efficiency in production, supply, distribution, storage, acquisition or control of goods or provision of services. ¹¹[Provided further that an enterprise or association of enterprises or a person or association of persons though not engaged in identical or similar trade shall also be presumed to be part of the agreement under this sub-section if it participates or intends to participate in the furtherance of such agreement.]

Explanation.—For the purposes of this sub-section, “bid rigging ” means any agreement, between enterprises or persons referred to in sub-section (3) engaged in identical or similar production or trading of goods or provision of services, which has the effect of eliminating or reducing competition for bids or adversely affecting or manipulating the process for bidding.

(4)¹²[Any other agreement amongst enterprises or persons including but not restricted to agreement amongst enterprises or persons ] at different stages or levels of the production chain in different markets, in respect of production, supply, distribution, storage, sale or price of, or trade in goods or provision of services, including—

(a)tie-in arrangement;

(b)exclusive ¹³[dealing] agreement;

(c)exclusive distribution agreement;

(d)refusal to deal;

(e)resale price maintenance, shall be an agreement in contravention of sub-section (1) if such agreement causes or is likely to cause an appreciable adverse effect on competition in India.

¹⁴[Provided that nothing contained in this sub-section shall apply to an agreement entered into between an enterprise and an end consumer.]

Explanation.—For the purposes of this sub-section,—

¹⁵[(a)“tie-in arrangement” includes any agreement requiring a purchaser of goods or services, as a condition of such purchase, to purchase some other distinct goods or services;

(b)“exclusive dealing agreement” includes any agreement restricting in any manner the purchaser or the seller, as the case may be, in the course of his trade from acquiring or selling or otherwise dealing in any goods or services other than those of the seller or the purchaser or any other person, as the case may be;]

(c)“exclusive distribution agreement ” includes any agreement to limit, restrict or withhold the output or supply of any goods ¹⁶[or services] or allocate any area or market for the disposal or sale of the goods ¹⁶[or services];

(d)“refusal to deal” includes any agreement which restricts, or is likely to restrict, by any method the persons or classes of persons to whom goods ¹⁶[or services] are sold or from whom goods ¹⁶[or services] are bought;

(e)“resale price maintenance ” ¹⁷[includes, in case of any agreement to sell goods or provide services, any direct or indirect restriction] that the prices to be charged on the resale by the purchaser shall be the prices stipulated by the seller unless it is clearly stated that prices lower than those prices may be charged.

(5)Nothing contained in this section shall restrict—

(i)the right of any person to restrain any infringement of, or to impose reasonable conditions, as may be necessary for protecting any of his rights which have been or may be conferred upon him under—

(a)the Copyright Act, 1957 (14 of 1957);

(b)the Patents Act, 1970 (39 of 1970);

(c)the Trade and Merchandise Marks Act, 1958 (43 of 1958) or the Trade Marks Act, 1999 (47 of 1999);

(d)the Geographical Indications of Goods (Registration and Protection) Act, 1999 (48 of 1999);

(e)the Designs Act, 2000 (16 of 2000);

(f)the Semi-conductor Integrated Circuits Layout-Design Act, 2000 (37 of 2000);

¹⁸[(g)any other law for the time being in force relating to the protection of other intellectual property rights.]

(ii)the right of any person to export goods from India to the extent to which the agreement relates exclusively to the production, supply, distribution or control of goods or provision of services for such export. Prohibition of abuse of dominant position

¹⁹[(1)No enterprise or group shall abuse its dominant position.]

(2)There shall be an abuse of dominant position ²⁰[under sub-section (1), if an enterprise or a group],—

(a)directly or indirectly, imposes unfair or discriminatory—

(i)condition in purchase or sale of goods or service; or

(ii)price in purchase or sale (including predatory price) of goods or service.

Explanation.—For the purposes of this clause, the un fair or discriminatory condition in purchase or sale of goods or service referred to in sub-clause (i) and unfair or discriminatory price in purchase or sale of goods (including predatory price) or service referred to in sub-clause (ii) shall not include such ²¹[condition or price] which may be adopted to meet the competition; or

(b)limits or restricts—

(i)production of goods or provision of services or market therefor; or

(ii)technical or scientific development relating to goods or services to the prejudice of consumers; or

(c)indulges in practice or practices resulting in denial of market access ²²[in any manner]; or

(d)makes conclusion of contracts subject to acceptance by other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of such contracts; or

(e)uses its dominant position in one relevant market to enter into, or protect, other relevant market.

Explanation.—For the purposes of this section, the expression—

(a)“dominant position” means a position of strength, enjoyed by an enterprise, in the relevant market, in India, which enables it to—

(i)operate independently of competitive forces prevailing in the relevant market; or

(ii)affect its competitors or consumers or the relevant market in its favour;

(b)“predatory price” means the sale of goods or provision of services, at a price which is below the cost, as may be determined by regulations, of production of the goods or provision of services, with a view to reduce competition or eliminate the competitors;

²³[(c)“group” shall have the same meaning as assigned to it in clause (b) of the Explanation to section 5.] Regulation of combinations

The acquisition of one or more enterprises by one or more persons or merger or amalgamation of enterprises shall be a combination of such enterprises and persons or enterprises, if—

(a)any acquisition where—

(i)the parties to the acquisition, being the acquirer and the enterprise, whose control, shares, voting rights or assets have been acquired or are being acquired jointly have,—

(A)either, in India, the assets of the value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or

²⁴[(B)in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or]

(ii)the group, to which the enterprise whose control, shares, assets or voting rights have been acquired or are being acquired, would belong after the acquisition, jointly have or would jointly have,—

(A)either in India, the assets of the value of more than rupees four thousand crores or turnover more than rupees twelve thousand crores; or

²⁵[(B)in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five crores in India, or turnover more than six billion US dollars; or, including at least rupees fifteen hundred crores in india; or]

(b)acquiring of control by a person over an enterprise when such person has already direct or indirect control over another enterprise engaged in production, distribution or trading of a similar or identical or substitutable goods or provision of a similar or identical or substitutable service, if—

(i)the enterprise over which control has been acquired along with the enterprise over which the acquirer already has direct or indirect control jointly have,—

(A)either in India, the assets of the value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or

²⁶[(B)in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or]

(ii)the group, to w hich enterprise whose control has been acquired, or is being acquired, would belong after the acquisition, jointly have or would jointly have,—

(A)either in India, the assets of the value of more than rupees four thousand crores or turnover more than rupees twelve thousand crores; or

²⁷[(B)in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five hundred crores in India, or turnover more than six billion US dollars, including at least rupees fifteen hundred crores in India; or]

(c)any merger or amalgamation in which—

(i)the enterprise remaining after merger or the enterprise created as a result of the amalgamation, as the case may be, have,—

(A)either in India, the assets of th e value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or

²⁸[(B)in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or]

(ii)the group, to which the enterprise remaining after the merger or the enterprise created as a result of the amalgamation, would belong after the merger or the amalgamation, as the case may be, have or would have,—

(A)either in India, the assets of the value of more than rupees four -thousand crores or turnover more than rupees twelve thousand crores; or

²⁹[(B)in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five hundred crores in India, or turnover more than six billion US dollars, including at least rupees fifteen hundred crores in ³⁰[India; or]]

³¹[(d)value of any transaction, in connection with acquisition of any control, shares, voting rights or assets of an enterprise, merger or amalgamation exceeds rupees two thousand crore:

Provided that the enterprise which is being acquired, taken control of, merged or amalgamated has such substantial business operations in India as may be specified by regulations.

(e)notwithstanding anything contained in clause (a) or clause (b) or clause (c), where either the value of assets or turnover of the enterprise being acquired, taken control of, merged or amalgamated in India is not more than such value as may be prescribed, such acquisition, control, merger or amalgamation, shall not constitute a combination under section 5.]

³²[Explanation.—For the purposes of this section,—

(a)“control” means the ability to exercise material influence, in any manner whatsoever, over the management or affairs or strategic commercial decisions by—

(i)one or more enterprises, either jointly or singly, over another enterprise or group; or

(ii)one or more groups, either jointly or singly, over another group or enterprise;

(b)“group” means two or more enterprises where one enterprise is directly or indirectly, in a position to—

(i)exercise twenty-six per cent. or such other higher percentage as may be prescribed, of the voting rights in the other enterprise; or

(ii)appoint more than fifty per cent. of the members of the board of directors in the other enterprise; or

(iii)control the management or affairs of the other enterprise;

(c)“turnover” means the turnover certified by the statutory auditor on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6 and such turnover in India shall be determined by excluding intra -group sales, indirect taxes, trade discounts and all amounts generated through assets or business from customers outside India, as certified by the statutory auditor on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6;

(d)“value of transaction ” includes every valuable consideration, whether direct or indirect, or deferred for any acquisition, merger or amalgamation;

(e)the value of assets shall be determined by taking the book value of the assets as shown, in the audited books of account of th e enterprise, in the financial year immediately preceding the financial year in which the date of proposed combination falls and if such financial statement has not yet become due to be filed with the Registrar under the Companies Act, 2013 (18 of 2013) then as per the statutory auditor's report made on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6, as reduced by any depreciation, and the value of assets shall include the brand value, value of goodwill, or value of copyright, patent, permitted use, collective mark, registered proprietor, registered trade mark, registered user, homonymous geographical indication, geographical indications, design or layout -design or similar other commercial rights under the laws provided in sub-section (5) of section 3;

(f)where a portion of an enterprise or division or business is being acquired, taken control of, merged or amalgamated with another enterprise, the value of assets or turnover or value of transaction as may be applicable, of the said portion or division or business or attributable to it, shall be the relevant assets or turnover or relevant value of transaction for the purpose of applicability of the thresholds under section 5.]

Rule 1. Short title and commencement.

(1)These rules may be called the Competition (Criteria of Combination) Rules, 2024.

(2)They shall come into force with effect from the 10 th day of September, 2024.

Rule 2. Definitions.

(1)In these rules, unless the context otherwise requires, "Act" means the Competition Act, 2002 (12 of 2003).

(2)The words and expressions used in these rules but not defined, shall have the same meanings, respectively assigned to them in the Act.

Rule 3. Criteria of Combination.

(1)For the purposes of sub-section (4) of section 6 of the Act, the parties to a combination, their respective group e ntities and their affiliates who fulfils the following criteria, may give notice fo r such combination under that sub-section, namely: -

(a)they do not produce or provide similar or identical or substitutable product or service;

(b)they are not engaged in any activity relating to production, supply, distribution, storage, sale and service or trade in product or provision of service,–

(i)which are at different stage or level of production; or

(ii)which a re complementary to each other.

(2).In these rules,––

(a)the parties to the combinati on and their respective group entities means––

(i)the ultimate controlling person of the acquirer and other entities forming part of the same group;

(ii)the enterprise being acquired and its downstream entities forming part of its group;

(iii)enterprises being merged or am algamated, their controlling persons, a nd entities forming part of their group.

(b)an enterprise is considered to be an affiliate of another enterprise if that another enterprise has–

(i)ten per cent. or more of the shareholding or voting rights of the enterprise; or

(ii)right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or

(iii)right or ability to access commercially sensitive information of the enterprise. [F. No. Comp -05/4/2023 -Comp-MCA] MANOJ PANDEY, Addl. Secy.

Rule 1. Short title and commencement.

(1)These rules may be called the Competition (Minimum Value of Assets or Turnover) Rules, 2024.

(2)They shall come into force with effect from the 10 th day of September, 2024.

Rule 2. Definitions.

(1)In these rules, unless the context otherwise requires, "Act" means the Competition Act, 2002 (12 of 2003).

(2)The words and expressions used in these rules but not defined, shall have the same meanings, respectively assigned to them in the Act.

Rule 3. Minimum Value of Assets and Turnover.

For the purposes of clause (e) of section 5 of the Act, ––

(a)the value of assets shall be rupees four hundred and fifty crore; and

(b)the value of turnover shall be rupees one thousand two hundred and fifty crore. [F.No. Comp -05/4/2023 -Comp-MCA] MANOJ PANDEY, Addl. Secy.

(1)No person or enterprise shall enter into a combination which causes or is likely to cause an appreciable adverse effect on competition within the relevant market in India and such a combination shall be void.

(2)Subject to the provisions contained in sub-section (1), any person or enterprise, who or which proposes to enter into a combination, ³³[shall] give notice to the Commission, in the form as may be specified, and the fee which may be determined, by regulations, disclosing the details of the proposed combination, ³⁴[after any of the following, but before consummation of the combination]—

(a)approval of the proposal relating to merger or amalgamation, referred to in clause (c) ³⁵[and clause (d)] of section 5, by the board of directors of the enterprises concerned with such merger or amalgamation, as the case may be;

(b)execution of any agreement or other document for acquisition referred to in clause (a) ³⁵[and clause (d)] of section 5 or acquiring of control referred to in clause (b) of that section.

³⁵[Explanation.—For the purposes of this sub-section, “other document” means any document, by whatever name called, conveying an agreement or decision to acquire control, shares, voting rights or assets or if the acquisition is without the consent of the enterprise being acquired, any document executed by the acquiring enterprise, by whatever name called, conveying a decision to acquire control, shares or voting rights or where a public announcement has been made in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992) for acquisition of shares, voting rights or control such public document.]

³⁶[(2A)No combination shall come into effect until ³⁷[one hundred and fifty days] have passed from the day on which the notice has been given to the Commission under sub-section (2) or the Commission has passed orders under section 31, whichever is earlier.]

(3)The Commission shall, after receipt of notice under sub-section (2), deal with such notice in accordance with the provisions contained in ³⁸[sections 29, 29A, 30 and 31.]

³⁹[(4)Notwithstanding anything contained in sub-sections (2A) and (3) and section 43A, if a combination fulfils such criteria as may be prescribed and is not otherwise exempted under this Act from the requirement to give notice to the Commission under sub-section (2), then notice for such combination may be given to the Commission in such form and on payment of such fee as may be specified by regulations, disclosing the details of the proposed combination and thereupon a s eparate notice under sub-section (2) shall not be required to be given for such combination.

(5)Upon filing of a notice under sub-section (4) and acknowledgement thereof by the Commission, the proposed combination shall be deemed to have been approved by the Commission under sub-section (1) of section 31 and no other approval shall be required under sub-section (2) or sub-section (2A).

(6)If within the period referred to in sub-section (1) of section 20, t he Commission finds that the combination notified under sub-section (4) does not fulfil the requirements specified under that sub-section or the information or declarations provided are materially incorrect or incomplete, the approval under sub-section (5) shall be void ab initio and the Commission may pass such order as it may deem fit:

Provided that no such order shall be passed unless the parties to the combination have been given an opportunity of being heard.

(7)Notwithstanding anything contained in t his section and section 43A, upon fulfilment of such criteria as may be prescribed, certain categories of combinations shall be exempted from the requirement to comply with sub-sections (2), (2A) and (4).

(8)Notwithstanding anything contained in sub-sections (4), (5), (6) and (7)—

(i)the rules and regulations made under this Act on the matters referred to in these sub-sections as they stood immediately before the commencement of the Competition (Amendment) Act, 2023 and in force at such commencement, shall continue to be in force, till such time as the rules or regulations, as the case may be, made under this Act; and

(ii)any order passed or any fee imposed or combination consummated or resolution passed or direction given or instrument executed or issued or thing done under or in pursuance of any rules and regulations made under this Act shall, if in force at the commencement of the Competition (Amendment) Act, 2023, continue to be in force, and shall have effect as if such order passed or such fee imposed or such combination consummated or such resolution passed or such direction given or such instrument executed or issued or done under or in pursuance of this Act.

(9)The provisions of this section shall not apply to share subscription or financing facility or any acquisition, by a public financial institution, foreign portfolio investor, bank or Category I alternative investment fund, pursuant to any covenant of a loan agreement or investment agreement.

Explanation.—For the purposes of this section, the expression—

(a)“Category I alternative investment fund” has the same meaning as assigned to it under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992);

(b)“foreign portfolio investor ” has the same meaning as assigned to it under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 made under the Securities and Exchange Board of India Act,1992 (15 of 1992).]

Rule 1. Short title and commencement.

(1)These rules may be called the Competition (Criteria for Exemption of Comb inations) Rules, 2024.

(2)They shall come into force with effect from the 10 th day September, 2024.

Rule 2. Definitions.

(1)In these rules, unless the context otherwise requires,

(i)"Act" means the Competition Act, 2002 (12 of 2003);

(ii)“Schedule” means the schedule appended to these rules.

(2)The words and expressions used in these rules but not defined, shall have the same meanings, respectively assigned to them in the Act.

Rule 3. Criteria for exemption of categories of Combinations.

the categories of comb inations which fulfil the criteria mentioned in the Schedule sh all be exempted from the requirement to comply wi th sub-sections (2), (2A) and (4) of section 6 of the Act.

Reg. 1. Short title and commencement.

(1)These regulations may be called the Competition Commission of India (Combinat ions) Regulations, 2024.

(2)They shall come into force on 10th day of September, 2024.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires, —

(a)“Act” means the Competition Act, 2002 (12 of 2003) as amended from time to time;

(b)“Parties to the combination” means persons or enterprises entering into the combination and shall include the combined entity if the combination has come into effect;

(c)“Relevant date” means the date on which the approval of the proposal relating to mer ger or amalgamation is accorded by board of directors or the date of execution of agreement or the date of such other document for acquisition or acquiring of control referred to in sub-section (2) of Section 6 of the Act.

(2)For the purposes of these regulations, reference to “days” shall mean calendar days unless otherwise specified in these regulations or the Act.

(3)Words and expressions used but not defined in these regulations shall have the same meaning respectively as assigned to them in the Act or the rules or regulations framed thereunder or in the Companies Act, 2013 (18 of 2013).

Reg. 3. Power to determine procedure in certain circumstances. In a situation not provided for in these regulations or the Competition Commission of India (General) Regulations, 2024, the Commission may determine the procedure, in such matters, if so required.

Reg. 4. Value of transaction and substantial business operations in India.

(1)The value of transaction for the purpose of clause (d) of section 5 of the Act shall include every valuable consideration, whether direct or indirect, immediate or deferred, cash or otherwise, including but not limited to the consideration, —

(a)for any covenant, undertaking, obligations or restrictions imposed on seller or any other person, if such consideration is agreed separately;

(b)for all inter -connected steps and transactions, as provided in sub -regulation (4) and (5) of regulation 9 of these regulations;

(c)payable during two years from the date on which the transaction would come into effect for arrangement(s) entered into as a part of the transaction or incidental thereto including but not limited to technology assistance, licensing of intellectual property rights, usage rights of any product, service or facility, supply of r aw materials or finished goods, branding and marketing;

(d)for call option and shares to be acquired thereof assuming full exercise of such option;

(e)payable, as per best estimates, based on the future outcome specified u nder the transaction documents.

Explanation. ─For the purpose of this sub-regulation,

(a)the value of future payments shall not be discounted to present value;

(b)the rate of conversion of foreign currency into Indian Rupees shall be average spot rate for last six months quoted by the Reserve Bank of India from the relevant date;

(c)value of transaction shall include consideration for any acquisition by one of the parties or its group entity in the enterprise being acquired or merged or amalgamated in the transaction, anytime during the period of two years before the relevant date;

(d)in case of implementation of an open offer under the regulations issued by Securities and Exchange Board of India or any other law for the time being in force, the person required to give notice shall assume full subscription to the offer for the purpose of computation of value of transaction;

(e)the value of transaction does not include transaction costs such as fees payable for legal advice, to investment banks, to regulators, to statutory authorities, etc.;

(f)In case of merger or amalgamation or where true and complete value of the transaction is not recorded in transaction documents, the value of that transaction or component thereof shall be the same as considered by the board of directors or any other approving authority of the person obligated to file notice under these regulations;

(g)if value of transaction cannot be established with reasonable certainty, by the board of directors or any other approving authority of the person obligated to file notice under these regulations, the value of the transaction may be considered as exceeding the amount specified in clause (d) of section 5 of the Act;

(h)the best estimate shall be the estimate of the board of directors or any other approving authority of the person obligated to file notice under these regulations recorded by it in its approval. If the estimate is not recorded by the board of directors or any other approving authority of the person obligated to file notice in its approval, the maximum payable amount shall be considered as the best estimate.

(2)For the purpose of proviso to clause (d) of section 5 of the Act, the enterprise referred therein shall be deemed to have substantial business operations in India, if:

(a)for digital services provide d, the number of its business users or end users in India is 10% or more of its total global number of such users; or

(b)its gross merchandise value for the period of twelvemonths preceding the relevant date in India is: (i)10% or more of its total global gross merchandise value, and

(ii)more than rupees five hundred crores; or

(c)its turnover during the preceding financial year in India is: (i)10% or more of its total global turnover derived from all the products and services, and

(ii)more than rupees five hundred crores.

Explanation 1.─ Sub-clause (ii) of clause (b) and sub-clause (ii) of clause (c) of this sub -regulation shall not apply to digital services.

Explanation 2.─ For the purpose of this sub-regulation,

(a)“gross merchandise value” means cash, receivables, or other consideration either for or facilitating, sale of goods and/ or provision of services, by an enterprise, on its own or as an agent or otherwise;

(b)where a portion of an enterprise or division or business is being a cquired, taken control of, merged or amalgamated, the number of its business users or end users, gross merchandise value or turnover, as may be applicable, of the said portion or division or business attributable to it, shall be relevant business users or end users, gross merchandise value or turnover;

(c)proportion of business users or end users, shall be computed on the basis of average number of such users, for three hundred and sixty five days preceding the relevant date;

(d)Digital service means t he provision of a service or one or more pieces of digital content, or any other activity by means of an internet whether for consideration or otherwise to the end user or business user, as the case may be;

(e)Business user means any natural or legal pers on supplying or providing goods or services, including through the use of digital services;

(f)End user means any natural or legal person using digital services other than as a business user, for informational or transactional purpose.

Reg. 5. Form of notice for the proposed combination.

(1)The notice under sub-section (2) of section 6 of the Act or clause (a) of section 6A of the Act, shall ordinarily be filed in Form I as specified in schedule I to these regulations, duly filled in and accompanied by evidence of payment of requisite fee.

(2)Notwithstanding anything contained in sub -regulation (1), the person required to give notice may, at their option, give notice in Form II, as specified in schedule I to these regulations, preferably in the instances where -

(a)the parties to the combination are engaged in production, supply, distribution, storage, sale or trade of similar or identical or substitutable goods or provision of similar or identical or substitutable services and the combined market share of the parties to the combination after such combination is more than fifteen percent (15%) in any of the relevant markets;

(b)the parties to the combination are engaged at different stages or levels of the production chain in different markets, in respect of production, supply, distribution, storage, sale or trade in goods or provision of services, and their individual or combined market share is more than twenty five percent (25%) in any of the relevant markets.

(3)The person required to give notice shall give no tice in Form I or Form II, as specified in schedule I to these regulations, as the case may be, in accordance with the notes to Form I and Form II issued by the Commission and published on its official website, from time to time.

(4)A notice under clause (a) of section 6A of the Act read with sub -regulation (1) or (2) of this regulation shall be given within thirty days from the date of first acquisition of shares pursuant to the implementation of an open offer or an acquisition of shares or securities convertible into other securities from various sellers, through a series of transactions on a regulated stock exchange, along with the declaration specified in schedule II to these regulations and accompanied by evidence of payment of requisite fee.

(5)The not ice under sub-section (4) of section 6 of the Act shall be filed in Form I as specified in schedule I to these regulations, duly filled in along with the declaration specified in schedule III to these regulations, and accompanied by evidence of payment of requisite fee by the parties to the combination.

(6)Having due regard to the provisions of sub -regulation (1), in cases where the notice is given in Form I and the Commission requires information in Form II to form prima facie opinion whether the combinati on is likely to cause or has caused appreciable adverse effect on competition within the relevant market, it shall direct the person required to give notice to file notice in Form II as specified in schedule I to these regulations:

Provided that the fee already paid while giving notice in Form I shall be adjusted against the fee payable for giving notice in Form II if such notice is given within a period of forty-five days from the date of communication of the decision of the Commission.

(7)The reference to the “board of directors” in clause (a) of sub-section (2) of section 6 of the Act, shall mean and include,—

(a)the individual himself or herself including a sole proprietor of a proprietorship firm;

(b)the karta in case of a Hindu Undivided Family (HUF);

(c)the board of directors in case of a company;

(d)in case of a corporation established by or under any Central, State or Provincial Act or an association of persons or a body of individuals, whether incorporated or not, in India or outside India or any body corporate incorporated by or under the laws of a country outside India or a cooperative society registered under any law relating to cooperative societies or a local authority, the person or the body so empowered by the legal instrument that created the said bodies;

(e)in the case of a firm, the partner(s) so authorized;

(f)in the case of any other artificial juridical person not falling within any of the preceding sub-clauses, by that person or by some other person competent to act on his behalf.

Reg. 6. Exercise of rights in case of open offer and acquisitions on stock exchanges. In case of an acquisition in respect of which notice under clause (a) of section 6A of the Act is required to be given, the acquirer could, —.

(a)avail economic benefits such as dividend or any other distribution, subscription to rights issue, bonus shares, stock-splits and buy-back of securities;

(b)exercise voting rights only in matters relating to liquidation and/or insolvency proceedings:

Provided that the acquirer, its group entities and other entities forming part of the same group including their affiliates shall not, directly or indirectly, influence the enterprise whose shares or securities are being acquired or any of its affiliate(s), in any manner whatsoever.

Reg. 7. Request for confidentiality.

(1)Any request for confidentiality of information or documents submitted during the inquiry shall be duly considered by the Commission having due regard to the procedure laid down in the Competition Commission of India (General) Regulations, 2024, as amended from time to time.

(2)The request under sub -regulation (1) shall clearly state the reasons, justification and implications for the business of the parties to the combination so that all relevant factors may be considered by the Commission while taking decision in the matter.

Reg. 8. Failure to file notice.

(1)Where the parties to a combination fail to file notice under sub-section (2) or (4) of section 6 of the Act or clause (a) of section 6A of the Act or proviso to sect ion 43A of the Act, the Commission may under sub-section (1) of section 20 of the Act, upon its own knowledge or information relating to such combination, inquire into whether such a combination has caused or is likely to cause an appreciable adverse effect on competition within India.

(2)Where the Commission decides to commence an inquiry, referred to in sub -regulation (1), the Commission, without prejudice to any penalty which may be imposed or any prosecution which may be initiated under this Act, shall direct the person required to give notice to file notice in Form I or Form II as specified in schedule I to these regulations, as decided by the Commission.

(3)The notice, referred to in sub-regulation (2), shall be filed, within thirty days of receipt of communication from the Commission.

Reg. 9. Obligation to file the notice.

(1)In case of an acquisition or acquiring of control of enterprise(s), the acquirer shall file the notice in Form I or Form II as specified in schedule I to these regulations, as the case may be, which shall be duly signed by the person(s) as specified under regulation 11 of the Competition Commission of India (General) Regulations, 2024:

Provided that in case of a company, apart from the persons specified under clause (c) of sub-regulation (1) of regulation 11 of the Competition Commission of India (General) Regulations, 2024, Form I or Form II may also be signed by any person duly authorised by the company.

(2)In case the enterprise is being acquired without its consent, the acquirer sh all furnish such information as is available to him, in Form I or Form II as specified in schedule I to these regulations, as the case may be, relating to the enterprise being acquired:

Provided that all information required to be filed, relating to the enterprise being acquired without its consent shall be filed with the Commission within ten days from filing of the notice and in case the acquirer is not in a position to furnish all the required information in Form I or Form II, as the case may be, relating to the enterprise being acquired, the Commission may direct the enterprise being acquired to furnish such information as it deems fit and the time taken by the parties to the combination or the acquired enterprise, as the case may be, in furnishing th e required information including document(s) shall be excluded from the time period provided in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section(6) of section 31 of the Act.

(3)In case of a merger or an amalgamation, parties t o the combination shall jointly file the notice in Form I or Form II as specified in schedule I to these regulations, as the case may be, duly signed by the person as specified under regulation 11 of the Competition Commission of India (General) Regulations, 2024:

Provided that in case of a company, apart from the person specified under clause (c) of sub-regulation (1) of regulation 11 of the Competition Commission of India (General) Regulations, 2024, Form I or Form II may also be signed by any person d uly authorised by the company.

(4)Where the ultimate intended effect of a business transaction is achieved by way of a series of steps or smaller individual transactions which are inter -connected, one or more of which may amount to a combination, a single notice, covering all these transactions, shall be filed.

(5)The requirement of filing notice under regulation 5 of these regulations shall be determined with respect to the substance of the transaction and any structure of the transaction(s), comprising a combination, that has the effect of avoiding notice in respect of the whole or a part of the combination shall be disregarded.

Reg. 10. Obligation to pay the fee.

(1)The person filing notice under regulation 5 or regulation 8 of these regulations shall pay the fee as specified under regulation 11 of these regulations.

(2)Where the notice is filed jointly, the fee shall be payable jointly or severally.

Reg. 11. Amount of Fee. The amount of fee payable along with the notice in Form I or Form II as specified in schedule I to these regulations, as the case may be, shall be as under, —.

(a)where the notice is filed in Form I, the fee payable shall be rupees thirty lakh only;

(b)where the notice is filed in Form II, the fee payable shall be rupees ninety lakh only.

Reg. 12. Mode of payment. The fee may be paid either by tendering demand draft or pay order or bankers’ cheque, payable in favour of the Competition Commission of India (Competition Fund), New Delhi or through Electronic Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition Fund), Account No. 1988002100187687 with “Punjab National Bank, Bhikaji Cama Place, New Delhi- 110066”.

Reg. 13. Procedure for filing notice.

(1)The duly filled in notice under regulation 5 or regulation 8 of these regulations along with one copy and an electronic version thereof shall be delivered to the Commission at the address published on its official website:

Provided that if the person required to give notice request for confidentiality of information or document(s) under sub -regulation (1) of regulation 7 of these regulations, such request may be filed as per the procedure laid down in the Competition Commission of India (General) Regulations, 2024, along with a duly filled in public version of the notice and an electronic version thereof.

(2)A summary of the combination, not containing any confidential information, in not more than 1000 words, comprising details regarding: (a) name of the parties to the combination; (b) the nature and purpose of the combinati on; (c) the products, services and business(es) of the parties to the combination; and (d) the respective markets in which the parties to the combination operate, shall be filed for the purpose of publishing the same on the website of the Commission.

(3)The Secretary shall issue an acknowledgement of the receipt of notice given pursuant to regulation 5 or regulation 8 of these regulations.

(4)All responses or other documents required to be filed before the Commission consequent to the filing of the notice under regulation 5 or regulation 8 of these regulations shall also be filed as per the procedure contained in sub-regulation (1):

Provided that for the purposes of this regulation, the Secretary may through public announcement inform the procedure for electronic filing, increase or decrease the number of copies or vary the format in which the electronic version is to be filed.

(5)The notice under sub-sections (2) and (4) of section 6 of the Act, clause (a) of section 6A of the Act, and sub -regulation (2) of regulation 8 of these regulations may be given electronically when the facility for the same is made available by the Commission.

Reg. 14. Scrutiny of notice and inquiry.

(1)The notice filed under regulation 5 or regulation 8 of these regulations shall not be valid unless it is complete and in conformity with these regulations.

(2)Where the information or document(s) contained in the notice under regulation 5 or regulation 8 of these regulations or any response filed pursuant to these regulations appears to be incomplete in any respect, the parties to the combination may be asked to remove such defect(s) or furnish the required information including document(s):

Provided that the defects in notice shall be communicated to the parties to the combination within ten working days of receipt of notice.

(3)The parties shall comply with the directions as referred to in sub -regulation (2) within the time specified by the Commission and the notice shall be deemed to have been given under regulation 5 or regulation 8 of these regulations only on the date of such compliance.

(4)Where, it is found by the Commission that it requires additional information, the Commission may direct the parties to the combination to file such additional information.

(5)The directions under sub-regulation (4) shall be complied within the time specified by the Commission and in the case of the notice filed under regulation 5 of these regulations, the time taken to furnish the required information including document(s) shall be excluded from the period provided in sub-section (2A) of section 6; sub-section (1B) of Section 29; and sub-section (6) of section 31 of the Act.

(6)The Secretary shall place the proof of service of communications as referred to in sub - regulation (2), (3) and (4) on record.

(7)In case of failure to remove the defects or failure to furnish the required information including documents(s), within the time specified, the notice given under regulation 5 or regulation 8 of these regulations shall not be treated as a valid notice:

Provided that the Commission may give an opportunity of being heard to the parties to the combination in accordance with regulation 23 of these regulations before d eciding to invalidate a notice:

Provided further that the Commission may, after record ing reasons, invalidate a notice given under regulation 5 or regulation 8 of these regulations when it comes to the knowledge of the Commission that such notice is not valid as per sub -regulation (1) and, in that case, the Secretary shall convey the decisi on of the Commission to person who has given notice within seven days of such decision of the Commission:

Provided further that the period between the commencement of proceedings under this regulation till the decision of the Commission regarding validity of the notice, shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29, and sub-section (6) of section 31 of the Act:

Provided further that where a notice is given again after invalidation, the fee already paid shall be adjusted against the fee to be paid in respect of the new notice if such notice is given within a period of forty -five days from the date of communication of the decision of the Commission.

(8)Where the Commission deems it necessary, it ma y call for information from any other person as to whether a combination has caused or is likely to cause an appreciable adverse effect on competition in India:

Provided that the time taken in obtaining the information from such person(s) shall be excluded from the time provided in sub-section (2A) of section 6; sub-section (1B) of section 29, and sub-section (6) of section 31 of the Act:

Provided further that where the Commission calls for information under this sub - regulation, the same shall be communi cated by the Secretary to the person who has given notice.

Reg. 15. Intimation of any change.

(1)The person who has given notice under regulation 5 or regulation 8 of these regulations shall inform the Commission of any change in the information provided in the n otice to the Commission within 10 working days from the date of issuance of acknowledgement by Secretary under sub-regulation (3) of Regulation 13.

(2)The Secretary shall place the information relating to any change in the notice before the Commission.

(3)The Commission shall assess the significance of the information relating to that change and, if satisfied, take on record the information received.

(4)Where the Commission is of the view that the change is likely to affect the factors for the determination of the appreciable adverse effect on competition significantly, it may after recording reasons, treat the notice already filed as not valid.

(5)Where the Commission has held a notice to be not valid under sub -regulation (4), the Secretary shall convey t he decision of the Commission to the person who has given notice within seven days of the decision of the Commission:

Provided that the fee already paid shall be adjusted against the fee to be paid in respect of the new notice if the notice is given wit hin a period of forty -five days from the date of communication of the decision of the Commission.

Reg. 16. Withdrawal and re-filing of notice.

(1)At any time prior to the issuance of notice under sub-section (1) of section 29 of the Act, the Commission may on the request of the person who has given notice allow withdrawal of the notice given under regulation 5 or regulation 8 of these regulations.

(2)In case of withdrawal of notice under sub -regulation (1), the fee already paid in respect of such notice shall be a djusted against the fee payable in respect of new notice provided the new notice is given within forty-five days from the date of withdrawal.

Reg. 17. Termination of proceedings. The proceedings under this Act relating to the combinations shall be terminated upon,.

(a)receiving an intimation from the person(s) or enterprise(s) who filed the notice to the effect that the proposed combination will not take effect;

(b)passing of an order by the Commission under section 31 of the Act:

Provided that if the approval of the Commission is conditional upon the parties to the combination carrying out modification to the combination, the proceedings shall terminate upon acceptance of the compliance report by the Commission under regulation 26 of these regulations.

Reg. 18. Mode of service of notice(s), etc. Save as otherwise provided in the Act or in these regulations, the service of any communication or intimation to any person or enterprise under these regulations shall be effected in the manner as provided in regulation 22 of the Competition Commission of India (General) Regulations, 2024 or by electronic transmission as considered appropriate by the Commission.

Reg. 19. Calling for a report from the Director General.

(1)After receipt of the response to the notice to show cause under sub-section (1) of section 29 of the Act, the Commission may decide to call for a report from the Director General under sub-section (1A) of section 29 of the Act within the time as specified by the Commission.

(2)The Secretary shall convey the direction of the Commission under sub -regulation (1) to the Director General, along with copy of the notice with all other documents, materials, affidavits, statements, which have been filed or are otherwise available with the said notice and a copy of the show -cause notice issued under sub-section (1) of section 29 of the Act and response thereto.

Reg. 20. Report by the Director General.

(1)The Director General shall include in his report the basis of having reached the conclusions therein together with all evidences or documents or statements collected during the investigation and analysis thereof.

(2)Two copies of the report of the Director General duly signed on each page by the Director General, or his authorized officer, along with an electronic version in document format, shall be forwarded to the Secretary within the time specified by the Commission:

Provided that the Secretary may increase or decrease the number of copies of the report and may permit electronic transmission of the same.

Reg. 21. Publication of the details of the combination.

(1)Where the Commission under sub-section (2) of section 29 of the Act is of the prima facie opinion that the combination has caused or is likely to cause appreciable adverse effect on competition within the relevant market in India, the Secretary shall convey the direction of the Commission to the person who has given notice, to publish the details of the combination within seven days of such direction.

(2)The details of combination shall be published by the parties in Form III, as specified in schedule I to these regulations.

(3)The parties shall submit the details of combination to be published under sub -regulation

(2)to the Commission before its publication and the Commission may host th e same on its official website.

(4)The details of the combination to be published under sub -regulation (2) shall, also be hosted by the parties on their websites not later than the time specified in sub-regulation (1).

(5)The parties shall publish the details of the combination under sub -regulation (2), not later than the time specified in sub -regulation (1), in all India editions of four leading daily newspapers including at least two business newspapers.

Reg. 22. Proof of publication. The person who has given notice shall submit copies of publication, referred to in regulation 21 of these regulations, to the Secretary, not later than the two days from the date of publication of the details of the combination.

Reg. 23. Appearance of the parties before the Commission. Where the Commission deems it necessary to give an opportunity of being heard to the parties to the combination at any time during its inquiry, the Secretary shall issue a notice conveying the directions of the Commission to the said parties, to appear before it on the date and time, as directed by the Commission:.

Provided that the period between the date of issue of notice and the date of hearing scheduled therein, not exceeding ten days, shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section (6) of section 31 of the Act:

Provided further that if the parties to the combination seek additional time to appear before the Commission, such time shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section (6) of section 31 of the Act.

Reg. 24. Statement of Objections. Upon completion of the process under section 29 of the Act, where the Commission is of the opinion that the combination has or is likely to have an appreciable adverse effect on competition and decides to issue statement of objections under subsection (1) of section 29A of the Act, the Secretary shall communicate the statement of objections to the person who has given notice within four days.

Reg. 25. Modification to the proposed combination.

(1)Where Commission decides to propose modification either under sub-section (7) of section 29 of the Act or under the proviso to sub-section (3) of section 29A of the Act, the Secretary shall communicate within seven days, the p roposal of the Commission to the person who has given notice and such person shall submit its acceptance or non-acceptance, in writing, within five days of the receipt of the proposal of the Commission:

Provided that the time taken in communication of the proposal of the Commission not exceeding seven days shall be excluded from the period provided in sub-section (1B) of section 29 of the Act:

Provided further that the time taken by the person who has given the notice for such acceptance or non-acceptance shall be excluded from the period provided in sub-section (2A) of section 6, sub-section (1B) of section 29, and sub-section (6) of section 31 of the Act.

(2)The modification offered by the parties to combination under sub-section (7) of 29 of the Act or sub-sections (2) or (3) of Section 29A shall be filed in Form IV as specified in schedule I to these regulations.

(3)The modification under sub-section (7) of Section 29 of the Act shall be offered within ten working days from the date of issuance of acknowledgement by Secretary under sub - regulation (3) of Regulation 13 or along with response to communication issued under sub-regulation (2) of Regulation 14 of these regulations, whichever is later.

(4)The parties to the combination may offer modification in F orm IV along with their response to the notice issued under sub-section (1) of section 29 of the Act, within fifteen days of the receipt of such notice, to address the prima facie concerns in the said notice and on that basis, the Commission may approve th e proposed combination under sub-section (1) of section 31 of the Act.

(5)Where the Commission approves a combination under sub-section (3) of section 31 of the Act subject to modification, the parties to the combination shall carry out such modification as per the terms and conditions and within the period as may be specified by the Commission in its order.

(6)Where the Commission has approved a combination under sub-section (3) of section 31 of the Act subject to modification and the parties to the combination fail to carry out the modification within the period specified by the Commission, the Commission shall pass an order under sub-clause (b) of sub-section (5) of section 31 of the Act within time not exceeding thirty days from the date of determination by the Commission of the failure of the parties to carry out the modification.

Nothing contained in sub-section (2A) of section 6 and section 43A shall prevent the implementation of an open offer or an acquisition of shares or securities convertible into other securities from various sellers, through a series of transactions on a regulated stock exchange from coming into effect, if—

(a)the notice of the acquisition is filed with the Commission within such time and in such manner as may be specified by regulations; and

(b)the acquirer does not exercise any ownership or beneficial rights or interest in such shares or convertible securities including voting rights and receipt of dividends or any other distributions, except as may be specified by regulations, till the Commission approves such acquisition in accordance with the provisions of sub-section (2A) of section 6 of the Act.

Explanation.—For the purposes of this section, “open offer” means an open offer made in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 made under the Securities and Exchange Board of India Act, 1992 (15 of 1992).]

Reg. 26. Compliance by the parties for carrying out modification.

(1)The parties to the combination shall, upon completion of modification, file a report along with an affidavit of compliance of the modification as per the terms and conditions of the order of the Commission under section 31 of the Act, before the Secretary within seven days of such completion.

(2)Where the modification requires periodical compliance, the parties to th e combination shall submit a report to the Commission as per the order of the Commission.

(3)In case the parties to the combination fail to file the report under sub - regulations (1) or (2) of this regulation, the Secretary shall place the matter of such n on-compliance before the Commission for appropriate directions.

(1)With effect from such date 1 as the Central Government may, by notification, appoint, there shall be established, for the purposes of this Act, a Commission to be called the “Competition Commission of India”.

(2)The Commission shall be a body corporate by the name aforesaid having perpetual succession and a common seal with power, subject to the provisions of this Act, to acquire, hold and dispose of property, both movable and immovable, and to contract and shall, by the said name, sue or be sued.

(3)The head office of the Commission shall be at such place* as the Central Government may decide from time to time.

(4)The Commission may establish offices at other places in India.

(1)The Commission shall consist of a Chairperson and not less than two and not more than six other Members to be appointed by the Central Government.

(2)The Chairperson and every other Member shall be a person of ability, integrity and standing and who has special knowledge of, and such professional experience of not less than fifteen years in, international trade, economics, business, commerce, law, finance, accountancy, management, industry [technology,] public affairs or competition matters, including competition law and policy, which in the opinion of the Central Government, may be useful to the Commission.

(3)The Chairperson and other Members shall be whole-time Members.]

(1)The Chairperson and other Members of the Commission shall be appointed by the Central Government from a panel of names recommended by a Selection Committee consisting of—

(a)the Chief Justice of India or his nominee……..Chairperson;

(b)the Secretary in the Ministry of Corporate Affairs………Member;

(c)the Secretary in the Ministry of Law and Justice……….Member;

(d)two experts of repute who have special knowledge of, and professional experience in international trade, economics, business, commerce, law, finance, accountancy, management, industry, ⁴¹[technology,] public affairs or competition matters including competition law and policy……….Members.

(2)The term of the Selection Committee and the manner of selection of panel of names shall be such as may be prescribed.]

(1)The Chairperson and every other Member shall hold office as such for a term of five years from the date on which he enters upon his office and shall be eligible for re-appointment:

[Provided that the Chairperson or other Members shall not hold office as such after he has attained the age of sixty-five years.]

(2)A vacancy caused by the resignation or removal of the Chairperson or any other Member under section 11 or by death or otherwise shall be filled by fresh appointment in accordance with the provisions of sections 8 and 9.

(3)The Chairperson and every other Member shall, before entering upon his office, make and subscribe to an oath of office and of secrecy in such form, manner and before such authority, as may be prescribed.

(4)In the event of the occurrence of a vacancy in the office of the Chairperson by reason of his death, resignation or otherwise, the senior-most Member shall act as the Chairperson, until the date on which a new Chairperson, appointed in accordance with the provisions of this Act to fill such vacancy, enters upon his office.

(5)When the Chairperson is unable to discharge his functions owing to absence, illness or any other cause, the senior-most Member shall discharge the functions of the Chairperson until the date on which the Chairperson resumes the charge of his functions.

(1)The Chairperson or any other Member may, by notice in writing under his hand addressed to the Central Government, resign his office:

Provided that the Chairperson or a Member shall, unless he is permitted by the Central Government to relinquish his office sooner, continue to hold office until the expiry of three months from the date of receipt of such notice or until a person duly appointed as his successor enters upon his office or until the expiry of his term of office, whichever is the earliest.

(2)Notwithstanding anything contained in sub-section (1), the Central Government may, by order, remove the Chairperson or any other Member from his office if such Chairperson or Member, as the case may be,—

(a)is, or at any time has been, adjudged as an insolvent; or

(b)has engaged at any time, during his term of office, in any paid employment; or

(c)has been convicted of an offence which, in the opinion of the Central Government, involves moral turpitude; or

(d)has acquired such financial or other interest as is likely to affect prejudicially his functions as a Member; or

(e)has so abused his position as to render his continuance in office prejudicial to the public interest; or

(f)has become physically or mentally incapable of acting as a Member.

(3)Notwithstanding anything contained in sub-section (2), no Member shall be removed from his office on the ground specified in clause (d) or clause (e) of that sub-section unless the Supreme Court, on a reference being made to it in this behalf by the Central Government, has, on an inquiry, held by it in accordance with such procedure as may be prescribed in this behalf by the Supreme Court, reported that the Member, ought on such ground or grounds to be removed.

(1)The Chairperson and other Members shall, for a period of two years from the date on which they cease to hold office, not accept any employment in or advise as a consultant, retainer or in any other capacity whatsoever, or be connected with the management or administration of—

(a)any enterprise which is or has been a party to a proceeding before the Commission under this Act; or

(b)any person who appears or has appeared before the Commission under section 35.

(2)Notwithstanding anything contained in section 35, the Chairperson or any other Member after retirement or otherwise ceasing to be in service for any reason shall not represent for any person or enterprise before the Commission:

Provided that nothing contained in this section shall apply to any employment under the Central Government or a State Government or local authority or in any statutory authority or any corporation established by or under any Central, State or Provincial Act or a Government company as defined in clause (45) of section 2 of the Companies Act, 2013 (18 of 2013).]

The Chairperson shall have the powers of general superintendence, direction and control in respect of all administrative matters of the Commission:

Provided that the Chairperson may delegate such of his powers relating to administrative matters of the Commission, as he may think fit, to any other Member or officer of the Commission.]

(1)The salary, and the other terms and conditions of service, of the Chairperson and other Members, including travelling expenses, house rent allowance and conveyance facilities, sumptuary allowance and medical facilities shall be such as may be prescribed.

(2)The salary, allowances and other terms and conditions of service of the Chairperson or a Member shall not be varied to his disadvantage after appointment.

No act or proceeding of the Commission shall be invalid merely by reason of—

(a)any vacancy in, or any defect in the constitution of, the Commission; or

(b)any defect in the appointment of a person acting as a Chairperson or as a Member; or

(c)any irregularity in the procedure of the Commission not affecting the merits of the case.

⁴²[(1)The ⁴³[Commission may, with the prior approval of the Central Government], appoint a Director General for the purposes of assisting the Commission in conducting inquiry into contravention of any of the provisions of this Act and for performing such other functions as are, or may be, provided by or under this Act.

(1A)The number of other Additional, Joint, Deputy or Assistant Directors General or such officers or other employees in the office of Director General and the manner of appointment of such Additional, Joint, Deputy or Assistant Directors General or such officers or other employees shall be such as may be prescribed.]

(2)Every Additional, Joint, Deputy and Assistant Directors General or ⁴⁴[such officers or other employees,] shall exercise his powers, and discharge his functions, subject to the general control, supervision and direction of the Director General.

(3)The salary, allowances and other terms and conditions of service of the Director General and Additional, Joint, Deputy and Assistant Directors General or ⁴⁵[such officers or other employees,] shall be such as may be prescribed.

(4)The Director General and Additional, Joint, Deputy and Assistant Directors General or ⁴⁶[such officers or other employees,] shall be appointed from amongst persons of integrity and outstanding ability and who have experience in investigation, and knowledge of accountancy, management, business, public administration, international trade, law or economics and such other qualifications as may be prescribed.

(1)The Commission may appoint a Secretary and such officers and other employees as it considers necessary for the efficient performance of its functions under this Act.

(2)The salaries and allowances payable to and other terms and conditions of service of the Secretary and officers and other employees of the Commission and the number of such officers and other employees shall be such as may be prescribed.

(3)The Commission may engage, in accordance with the procedure specified by regulations, such number of experts and professionals of integrity and outstanding ability, who have special knowledge of, and experience in, economics, law, business or such other disciplines related to competition, as it deems necessary to assist the Commission in the discharge of its functions under this Act.]

Subject to the provisions of this Act, it shall be the duty of the Commission to eliminate practices having adverse effect on competition, promote and sustain competition, protect the interests of consumers and ensure freedom of trade carried on by other participants, in markets in India:

Provided that the Commission may, for the purpose of discharging its duties or performing its functions under this Act, enter into any memorandum or arrangement with the prior approval of the Central Government, with any agency of any foreign country:

Provided further that, the Commission may, for the purpose of discharging its duties or performing its functions under this Act, enter into any memorandum or arrangement with any statutory authority or department of Government.]

(1)The Commission may inquire into any alleged contravention of the provisions contained in sub-section (1) of section 3 or sub-section (1) of section 4 either on its own motion or on—

(a)⁴⁷[receipt of any information, in such manner and] accompanied by such fee as may be determined by regulations, from any person, consumer or their association or trade association; or

(b)a reference made to it by the Central Government or a State Government or a statutory authority.

[Provided that the Commission shall not entertain an information or a reference unless it is filed within three years from the date on which the cause of action has arisen:

Provided further that an information or a reference may be entertained after the period specified in the first proviso if the Commission is satisfied that there had been sufficient cause for not filing the information or the reference within such period after recording its reasons for condoning such delay.]

(2)Without prejudice to the provisions contained in sub-section (1), the powers and functions of the Commission shall include the powers and functions specified in sub-sections (3) to (7).

(3)The Commission shall, while determining whether an agreement has an appreciable adverse effect on competition under section 3, have due regard to all or any of the following factors, namely:—

(a)creation of barriers to new entrants in the market;

(b)driving existing competitors out of the market;

(c)foreclosure of competition ⁴⁸***;

(d)⁴⁹[benefits or harm] to consumers;

(e)improvements in production or distribution of goods or provision of services;

(f)promotion of technical, scientific and economic development by means of production or distribution of goods or provision of services.

(4)The Commission shall, while inquiring whether an enterprise enjoys a dominant position or not under section 4, have due regard to all or any of the following factors, namely:—

(a)market share of the enterprise;

(b)size and resources of the enterprise;

(c)size and importance of the competitors;

(d)economic power of the enterprise including commercial advantages over competitors;

(e)vertical integration of the enterprises or sale or service network of such enterprises;

(f)dependence of consumers on the enterprise;

(g)monopoly or dominant position whether acquired as a result of any statute or by virtue of being a Government company or a public sector undertaking or otherwise;

(h)entry barriers including barriers such as regulatory barriers, financial risk, high capital cost of entry, marketing entry barriers, technical entry barriers, economies of scale, high cost of substitutable goods or service for consumers;

(i)countervailing buying power;

(j)market structure and size of market;

(k)social obligations and social costs;

(l)relative advantage, by way of the contribution to the economic development, by the enterprise enjoying a dominant position having or likely to have an appreciable adverse effect on competition;

(m)any other factor which the Commission may consider relevant for the inquiry.

(5)For determining whether a market constitutes a “relevant market” for the purposes of this Act, the Commission shall have due regard to the “relevant geographic market’’ and “relevant product market”.

(6)The Commission shall, while determining the “relevant geographic market”, have due regard to all or any of the following factors, namely:—

(a)regulatory trade barriers;

(b)local specification requirements;

(c)national procurement policies;

(d)adequate distribution facilities;

(e)transport costs;

(f)language;

(g)consumer preferences;

(h)need for secure or regular supplies or rapid after-sales services. [(i) characteristics of goods or nature of services;

(j)costs associated with switching supply or demand to other areas.]

(7)The Commission shall, while determining the “relevant product market”, have due regard to all or any of the following factors, namely:—

(a)physical characteristics or end-use of goods ⁵⁰[or the nature of services];

(b)price of goods or service;

(c)consumer preferences;

(d)exclusion of in-house production;

(e)existence of specialised producers;

(f)classification of industrial products. [(g) costs associated with switching demand or supply to other goods or services;

(h)categories of customers.]

(1)The Commission may, upon its own knowledge or information relating to acquisition referred to in clause (a) of section 5 or acquiring of control referred to in clause (b) of section 5 or merger or amalgamation referred to in ⁵¹[clause (c) of section 5 or acquisition of any control, shares, voting right or assets of an enterprise, merger or amalgamation referred to in clause (d) of that section], inquire into whether such a combination has caused or is likely to cause an appreciable adverse effect on competition in India:

Provided that the Commission shall not initiate any inquiry under this sub-section after the expiry of one year from the date on which such combination has taken effect.

(2)The Commission shall, on receipt of a notice under sub-section (2) of section 6 ⁵²***, inquire whether a combination referred to in that notice or reference has caused or is likely to cause an appreciable adverse effect on competition in India.

(3)Notwithstanding anything contained in section 5, the Central Government shall, on the expiry of a period of two years from the date of commencement of this Act and thereafter every two years, in consultation with the Commission, ⁵³[enhance or reduce by notification, or keep at the same level, on the basis of the wholesale price index or fluctuations in exchange rate of rupee or foreign currencies, or such factors that in its opinion are relevant in this matter, the value of assets or the value of turnover or value of transaction], for the purposes of that section.

(4)For the purposes of determining whether a combination would have the effect of or is likely to have an appreciable adverse effect on competition in the relevant market, the Commission shall have due regard to all or any of the following factors, namely:—

(a)actual and potential level of competition through imports in the market;

(b)extent of barriers to entry into the market;

(c)level of ⁵⁴[concentration] in the market;

(d)degree of countervailing power in the market;

(e)likelihood that the combination would result in the parties to the combination being able to significantly and sustainably increase prices or profit margins;

(f)extent of effective competition likely to sustain in a market;

(g)extent to which substitutes are available or are likely to be available in the market;

(h)market share, in the relevant market, of the persons or enterprise in a combination, individually and as a combination;

(i)likelihood that the combination would result in the removal of a vigorous and effective competitor or competitors in the market;

(j)nature and extent of vertical integration in the market;

(k)possibility of a failing business;

(l)nature and extent of innovation;

(m)relative advantage, by way of the contribution to the economic development, by any combination having or likely to have appreciable adverse effect on competition;

(n)whether the benefits of the combination outweigh the adverse impact of the combination, if any.

(1)Where in the course of a proceeding before any statutory authority an issue is raised by any party that any decision which such statutory authority has taken or proposes to take, is or would be, contrary to any of the provisions of this Act, then such statutory authority may make a reference in respect of such issue to the Commission:

[Provided that any statutory authority, may, suo motu, make a reference to the Commission on any issue that involves any provision of this Act or is related to promoting the objectives of this Act, as the case may be.] [(2) On receipt of a reference under sub-section (1), the Commission shall give its opinion, within sixty days of receipt of such reference, to such statutory authority which shall consider the opinion of the Commission and thereafter, give its findings recording reasons therefor on the issues referred to in the said opinion.]

(1)Where in the course of a proceeding before the Commission an issue is raised by any party that any decision which, the Commission has taken during such proceeding or proposes to take, is or would be contrary to any provision of ⁵⁵[an Act] whose implementation is entrusted to a statutory authority, then the Commission may make a reference in respect of such issue to the statutory authority:

[Provided that the Commission, may, suo motu, make a reference to a statutory authority on any issue that involves provisions of an Act whose implementation is entrusted to that statutory authority.]

(2)On receipt of a reference under sub-section (1), the statutory authority shall give its opinion, within sixty days of receipt of such reference, to the Commission which shall consider the opinion of the statutory authority, and thereafter give its findings recording reasons therefor on the issues referred to in the said opinion.]

(1)The Commission shall meet at such times and such places, and shall observe such rules of procedure in regard to the transaction of business at its meetings as may be provided by regulations.

(2)The Chairperson, if for any reason, is unable to attend a meeting of the Commission, the senior-most Member present at the meeting, shall preside at the meeting.

(3)All questions which come up before any meeting of the Commission shall be decided by a majority of the Members present and voting, ⁵⁶***:

Provided that the quorum for such meeting shall be three Members.]

Omitted.

Omitted.

Omitted.

(1)On receipt of a reference from the Central Government or a State Government or a statutory authority or on its own knowledge or information received under section 19, if the Commission is of the opinion that there exists a prima facie case, it shall direct the Director General to cause an investigation to be made into the matter:

Provided that if the subject matter of an information received is, in the opinion of the Commission, substantially the same as or has been covered by any previous information received, then the new information may be clubbed with the previous information.

(2)Where on receipt of a reference from the Central Government or a State Government or a statutory authority or information received under section 19, the Commission is of the opinion that there exists no prima facie case, it shall close the matter forthwith and pass such orders as it deems fit and send a copy of its order to the Central Government or the State Government or the statutory authority or the parties concerned, as the case may be.

[(2A)The Commission may not inquire into agreement referred to in section 3 or conduct of an enterprise or group under section 4, if the same or substantially the same facts and issues raised in the information received under section 19 or reference from the Central Government or a State Government or a statutory authority has already been decided by the Commission in its previous order.]

(3)The Director General shall, on receipt of direction under sub-section (1), submit a report on his findings within such period as may be specified by the Commission.

[(3A)If, after consideration of the report of the Director General referred to in sub-section (3), the Commission is of the opinion that further investigation is required, it may direct the Director General to investigate further into the matter.

(3B)The Director General shall, on receipt of direction under sub-section (3A), investigate the matter and submit a supplementary report on his findings within such period as may be specified by the Commission.]

(4)The Commission may forward a copy of the report referred to in ⁵⁷[sub-sections (3) and (3B)] to the parties concerned:

Provided that in case the investigation is caused to be made based on reference received from the Central Government or the State Government or the statutory authority, the Commission shall forward a copy of the report referred to in ⁵⁷[sub-sections (3) and (3B)] to the Central Government or the State Government or the statutory authority, as the case may be.

(5)If the report of the Director General referred to in ⁵⁷[sub-sections (3) and (3B)] recommends that there is no contravention of the provisions of this Act, the Commission shall invite objections or suggestions from the Central Government or the State Government or the statutory authority or the parties concerned, as the case may be, on such report of the Director General.

(6)If, after consideration of the objections or suggestions referred to in sub-section (5), if any, the Commission agrees with the recommendation of the Director General, it shall close the matter forthwith and pass such orders as it deems fit and communicate its order to the Central Government or the State Government or the statutory authority or the parties concerned, as the case may be.

(7)If, after consideration of the objections or suggestions referred to in sub-section (5), if any, the Commission is of the opinion that further investigation is called for, it may direct further investigation in the matter by the Director General or cause further inquiry to be made in the matter or itself proceed with further inquiry in the matter in accordance with the provisions of this Act.

(8)If the report of the Director General referred to in ⁵⁸[sub-sections (3) and (3B)] recommends that there is contravention of any of the provisions of this Act, and the Commission is of the opinion that further inquiry is called for, it shall inquire into such contravention in accordance with the provisions of this Act.] [(9) Upon completion of the investigation or inquiry under sub-section (7) or sub-section (8), as the case may be, the Commission may pass an order closing the matter or pass an order under section 27, and send a copy of its order to the Central Government or the State Government or the statutory authority or the parties concerned, as the case may be:

Provided that before passing such order, the Commission shall issue a show-cause notice indicating the contraventions alleged to have been committed and such other details as may be specified by regulations and give a reasonable opportunity of being heard to the parties concerned.]

Where after inquiry the Commission finds that any agreement referred to in section 3 or action of an enterprise in a dominant position, is in contravention of section 3 or section 4, as the case may be, it may pass all or any of the following orders, namely:—

(a)direct any enterprise or association of enterprises or person or association of persons, as the case may be, involved in such agreement, or abuse of dominant position, to discontinue and not to re-enter such agreement or discontinue such abuse of dominant position, as the case may be; [(b) impose such penalty, as it may deem fit which shall be not more than ten per cent. of the average of the turnover or income, as the case may be, for the last three preceding financial years, upon each of such person or enterprise which is a party to such agreement or has abused its dominant position:

Provided that in case any agreement referred to in section 3 has been entered into by a cartel, the Commission may impose upon each producer, seller, distributor, trader or service provider included in that cartel, a penalty of up to three times of its profit for each year of the continuance of such agreement or ten per cent. of its turnover or income, as the case may be, for each year of the continuance of such agreement, whichever is higher.

Explanation 1.—For the purposes of this clause, the expression “turnover” or “income”, as the case may be, shall be determined in such manner as may be specified by regulations.

Explanation 2.—For the purposes of this clause, “turnover” means global turnover derived from all the products and services by a person or an enterprise.] ⁵⁹* * * * *

(d)direct that the agreements shall stand modified to the extent and in the manner as may be specified in the order by the Commission;

(e)direct the enterprises concerned to abide by such other orders as the Commission may pass and comply with the directions, including payment of costs, if any; ⁶⁰* * * * *

(g)pass such other [order or issue such directions] as it may deem fit:

[Provided that while passing orders under this section, if the Commission comes to a finding, that an enterprise in contravention to section 3 or section 4 of the Act is a member of a group as defined in clause (b) of the Explanation to section 5 of the Act, and other members of such a group are also responsible for, or have contributed to, such a contravention, then it may pass orders, under this section, against such members of the group.]

Reg. 1. Short Title and Commencement.

(1)These regulations may be called the Competition Commission of India (Determination of Turnover or Income) Regulations, 2024.

(2)They shall come into force on the date of their publication in the Official Gazette.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires-

(a)“Act” means the Competition Act, 2002 (12 of 2003);

(b)“Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;

(c)“Chartered Accountant” means a chartered accountant as defined in Explanation (a) to section 35 of the Act;

(d)“Turnover” means turnover as defined under section 2(y) of the Act and as explained in Explanation 2 under section 27(b) of the Act.

(2)Words and expressions used but not defined in these regulations shall have the same meanings respectively as assigned to them in the Act or the rules or regulations framed thereunder or in the Companies Act, 2013 (18 of 2013).

Reg. 3. Determination of turnover or income for enterprise for the purposes of Section 27 of the Act.

(1)Turnover or income, as the case may be, includes value of sales (or revenue or receipts, by whatever name called), and other operating revenue, as per the audited financial statements maintained by such enterprise.

Explanation: For the purpose of this regulation, other income, indirect taxes, trade discounts and intra- group sales, if any, shall not be taken into account.

(2)In case an enterprise is required to prepare a consolidated financial statement under Section 129 of the Companies Act, 2013 or under any law, turnover or income shall be based on such audited consolidated financial statements.

(3)In case audited financial statements are not available, turnover or income, shall be the amount certified by the statutory auditor of the enterprise, or a Chartered Accountant, and supported by an affidavit by any person duly authorised by the enterprise in this regard.

(4)Turnover or income, if not maintained in Indian Rupees, shall be converted into Indian Rupees based on, the average of the foreign currency reference rates as published by the Reserve Bank of India, for each of the relevant financial year as certified by a Chartered Accountant and supported by an affidavit by any person duly authorised by the enterprise in this regard.

Reg. 4. Determination of income for individual for the purposes of Sections 27 and 48 of the Act.

(1)Income in case of an individual shall be the gross total income as per the Income Tax Returns (ITRs) as prescribed under the Income Tax Act, 1961 and the rules framed thereunder. Such gross total income shall exclude: (a) income from house property, and (b) income from capital gains.

(2)In case Income Tax Returns are not available or tax returns are filed in multiple jurisdictions or not filed in any jurisdiction, income shall be the total income as certified by a Chartered Accountant and supported by an affidavit by such individual.

(3)In case of an individual who is not required to file an Income Tax Returns, income shall be the total income as certified by a Chartered Accountant and supported by an affidavit by such individual.

Reg. 5. Removal of Difficulties In a situation not provided for in these regulations, or in the matter of their interpretation, the decision of the Commission thereon shall be binding.

(1)The ⁶¹[Commission] may, notwithstanding anything contained in any other law for the time being in force, by order in writing, direct division of an enterprise enjoying dominant position to ensure that such enterprise does not abuse its dominant position.

(2)In particular, and without prejudice to the generality of the foregoing powers, the order referred to in sub-section (1) may provide for all or any of the following matters, namely:—

(a)the transfer or vesting of property, rights, liabilities or obligations;

(b)the adjustment of contracts either by discharge or reduction of any liability or obligation or otherwise;

(c)the creation, allotment, surrender or cancellation of any shares, stocks or securities; ⁶²* * * * *

(e)the formation or winding up of an enterprise or the amendment of the memorandum of association or articles of association or any other instruments regulating the business of any enterprise;

(f)the extent to which, and the circumstances in which, provisions of the order affecting an enterprise may be altered by the enterprise and the registration thereof;

(g)any other matter which may be necessary to give effect to the division of the enterprise.

(3)Notwithstanding anything contained in any other law for the time being in force or in any contract or in any memorandum or articles of association, an officer of a company who ceases to hold office as such in consequence of the division of an enterprise shall not be entitled to claim any compensation for such cesser.

(1)Where the Commission is of the ⁶³[prima facie] opinion that a combination is likely to cause, or has caused an appreciable adverse effect on competition within the relevant market in India, it shall issue a notice to show cause to the parties to combination calling upon them to respond ⁶⁴[within fifteen days] of the receipt of the notice, as to why investigation in respect of such combination should not be conducted.

[(1A)After receipt of the response of the parties to the combination under sub-section (1), the Commission may call for a report from the Director General and such report shall be submitted by the Director General within such time as the Commission may direct.] [(1B) The Commission shall, within thirty days of receipt of notice under sub-section (2) of section 6, form its prima facie opinion referred to in sub-section (1).]

(2)The Commission, if it is prima facie of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition, it shall, ⁶⁵[within seven days] from the date of receipt of the response of the parties to the combination, ⁶³[or the receipt of the report from Director General called under sub section (1A), whichever is later] direct the parties to the said combination to publish details of the combination ⁶⁶[within seven days] of such direction, in such manner, as it thinks appropriate, for bringing the combination to the knowledge or information of the public and persons affected or likely to be affected by such combination.

(3)The Commission may invite any person or member of the public, affected or likely to be affected by the said combination, to file his written objections, if any, before the Commission ⁶⁷[within ten days] from the date on which the details of the combination were published under sub-section (2).

(4)The Commission may, ⁶⁸[within seven days] from the expiry of the period specified in sub-section (3), call for such additional or other information as it may deem fit from the parties to the said combination.

(5)The additional or other information called for by the Commission shall be furnished by the parties referred to in sub-section (4) ⁶⁹[within ten days] from the expiry of the period specified in sub-section (4).

[(6)After receipt of all information, the Commission shall proceed to deal with the case in accordance with the provisions contained in section 29A or section 31, as the case may be.

(7)Notwithstanding anything contained in this section, the Commission may accept appropriate modifications offered by the parties to the combination or suo motu propose modifications, as the case may be, before forming a prima facie opinion under sub-section (1).]

(1)Upon completion of the process under section 29, where the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition, it shall issue a statement of objections to the parties identifying such appreciable adverse effect on competition and direct the parties to explain within twenty-five days of receipt of the statement of objections, why such combination should be allowed to take effect.

(2)Where the parties to the combination consider that such appreciable adverse effect on competition can be eliminated by suitable modification to such combination, they may submit an offer of appropriate modification to the combination along with their explanation to the statement of objections issued under sub-section (1) in such manner as may be specified by regulations.

(3)If the Commission does not accept the modification submitted by the parties under sub-section (2) it shall, within seven days from the date of receipt of the proposed modifications under that sub-section, communicate to the parties as to why the modification is not sufficient to eliminate the appreciable adverse effect on competition and call upon the parties to furnish, within twelve days of the receipt of the said communication, revised modification, if any, to eliminate the appreciable adverse effects on competition:

Provided that the Commission shall evaluate such proposal for modification within twelve days from receipt of such proposal:

Provided further that the Commission may suo motu propose appropriate modifications to the combination which may be considered by the parties to the combination.]

Where any person or enterprise has given a notice under sub-section (2) of section 6, the Commission shall examine such notice and form its prima facie opinion as provided in sub-section (1) of section 29 and proceed as per provisions contained in that section.]

(1)Where the Commission is of the opinion that any combination does not, or is not likely to, have an appreciable adverse effect on competition, it shall, by order, approve that combination ⁷¹*** in respect of which a notice has been given under sub-section (2) of section 6. [ Provided that if the Commission does not form a prima facie opinion as provided under sub-section (1B) of section 29, the combination shall be deemed to have been approved and no separate order shall be required to be passed.]

(2)Where the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition, it shall direct that the combination shall not take effect.

[(3)Where the Commission is of the opinion that any appreciable adverse effect on competition that the combination has, or is likely to have, can be eliminated by modification proposed by the parties or the Commission, as the case may be, under sub-section (7) of section 29 or sub-section (2) or sub-section (3) of section 29A, it may approve the combination subject to such modifications as it thinks fit.

(4)Where a combination is approved by the Commission under sub-section (3), the parties to the combination shall carry out such modification within such period as may be specified by the Commission.

(5)Where—

(a)the Commission has directed under sub-section (2) that the combination shall not take effect; or

(b)the parties to the combination, fail to carry out the modification within such period as may be specified by the Commission under sub-section (4); or

(c)the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition which cannot be eliminated by suitable modification to such combination, then, without prejudice to any penalty which may be imposed or any prosecution which may be initiated under this Act,

the Commission may order that such combination shall not be given effect to, or be declared void, or frame a scheme to be implemented by the parties to address the appreciable adverse effect on competition, as the case may be.

(6)If no order is passed or direction issued by the Commission in accordance with the provisions of sub-section (1) or sub-section (2) or sub-section (3) or sub-section (5), as the case may be, within a period of one hundred and fifty days from the date of notice given to the Commission under sub-section (2) of section 6, the combination shall be deemed to have been approved by the Commission.] ⁷²* * * * *

(13)Where the Commission has ordered a combination to be void, the acquisition or acquiring of control or merger or amalgamation referred to in section 5, shall be dealt with by the authorities under any other law for the time being in force as if such acquisition or acquiring of control or merger or amalgamation had not taken place and the parties to the combination shall be dealt with accordingly.

(14)Nothing contained in this Chapter shall affect any proceeding initiated or which may be initiated under any other law for the time being in force.

The Commission shall, notwithstanding that,—

(a)an agreement referred to in section 3 has been entered into outside India; or

(b)any party to such agreement is outside India; or

(c)any enterprise abusing the dominant position is outside India; or

(d)a combination has taken place outside India; or

(e)any party to combination is outside India; or

(f)any other matter or practice or action arising out of such agreement or dominant position or combination is outside India, have power to inquire ⁷³[in accordance with the provisions contained in sections 19, 20, 26, ⁷⁴[29, 29A and 30] of the Act] into such agreement or abuse of dominant position or combination if such agreement or dominant position or combination has, or is likely to have, an appreciable adverse effect on competition in the relevant market in India ⁷³[and pass such orders as it may deem fit in accordance with the provisions of this Act].

Where during an inquiry, the Commission is satisfied that an act in contravention of sub-section (1) of section 3 or sub-section (1) of section 4 or section 6 has been committed and continues to be committed or that such act is about to be committed, the Commission may, by order, temporarily restrain any party from carrying on such act until the conclusion of such inquiry or until further orders, without giving notice to such party, where it deems it necessary.]

Omitted.

⁷⁵[1] ⁷⁶[A party] or the Director General may either appear in person or authorise one or more chartered accountants or company secretaries or cost accountants or legal practitioners or any of his or its officers to present his or its case before the Commission.

Explanation.—For the purposes of this section,—

(a)“chartered accountant” means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;

(b)“company secretary” means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;

(c)“cost accountant” means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act;

(d)“legal practitioner” means an advocate, vakil or an attorney of any High Court, and includes a pleader in practice.

[(2)Without prejudice to sub-section (1), a party may call upon experts from the fields of economics, commerce, international trade or from any other discipline to provide an expert opinion in connection with any matter related to a case.]

(1)In the discharge of its functions, the Commission shall be guided by the principles of natural justice and, subject to the other provisions of this Act and of any rules made by the Central Government, the Commission shall have the powers to regulate its own procedure.

(2)The Commission shall have, for the purposes of discharging its functions under this Act, the same powers as are vested in a Civil Court under the Code of Civil Procedure, 1908 (5 of 1908), while trying a suit, in respect of the following matters, namely:—

(a)summoning and enforcing the attendance of any person and examining him on oath;

(b)requiring the discovery and production of documents;

(c)receiving evidence on affidavit;

(d)issuing commissions for the examination of witnesses or documents;

(e)requisitioning, subject to the provisions of sections 123 and 124 of the Indian Evidence Act, 1872 (1 of 1872), any public record or document or copy of such record or document from any office.

(3)The Commission may call upon such experts, from the fields of economics, commerce, accountancy, international trade or from any other discipline as it deems necessary, to assist the Commission in the conduct of any inquiry by it.

(4)The Commission may direct any person—

(a)to produce before the Director General or the Secretary or an officer authorised by it, such books or other documents in the custody or under the control of such person so directed as may be specified or described in the direction, being documents relating to any trade, the examination of which may be required for the purposes of this Act;

(b)to furnish to the Director General or the Secretary or any other officer authorised by it, as respects the trade or such other information as may be in his possession in relation to the trade carried on by such person as may be required for the purposes of this Act.]

Omitted.

(1)With a view to rectifying any mistake apparent from the record, the Commission may amend any order passed by it under the provisions of this Act.

(2)Subject to the other provisions of this Act, the Commission may make—

(a)an amendment under sub-section (1) of its own motion;

(b)an amendment for rectifying any such mistake which has been brought to its notice by any party to the order.

Explanation.—For the removal of doubts, it is hereby declared that the Commission shall not, while rectifying any mistake apparent from record, amend substantive part of its order passed under the provisions of this Act.

(1)If a person fails to pay any monetary penalty imposed on him under this Act, the Commission shall proceed to recover such penalty in such manner as may be specified by the regulations.

(2)In a case where the Commission is of the opinion that it would be expedient to recover the penalty imposed under this Act in accordance with the provisions of the Income-tax Act, 1961 (43 of 1961), it may make a reference to this effect to the concerned income-tax authority under that Act for recovery of the penalty as tax due under the said Act.

(3)Where a reference has been made by the Commission under sub-section (2) for recovery of penalty, the person upon whom the penalty has been imposed shall be deemed to be the assessee in default under the Income-tax Act, 1961 (43 of 1961) and the provisions contained in sections 221 to 227, 228A, 229, 231 and 232 of the said Act and the Second Schedule to that Act and any rules made there under shall, in so far as may be, apply as if the said provisions were the provisions of this Act and referred to sums by way of penalty imposed under this Act instead of to income- tax and sums imposed by way of penalty, fine and interest under the Income–tax Act, 1961 and to the Commission instead of the Assessing Officer.

Explanation 1.—Any reference to sub-section (2) or sub-section (6) of section 220 of the Income-tax Act, 1961 (43 of 1961), in the said provisions of that Act or the rules made thereunder shall be construed as references to sections 43 to 45 of this Act.

Explanation 2.—The Tax Recovery Commissioner and the Tax Recovery Officer referred to in the Income-tax Act, 1961 (43 of 1961) shall be deemed to be the Tax Recovery Commissioner and the Tax Recovery Officer for the purposes of recovery of sums imposed by way of penalty under this Act and reference made by the Commission under sub-section (2) would amount to drawing of a certificate by the Tax Recovery Officer as far as demand relating to penalty under this Act.

Explanation 3.—Any reference to appeal in Chapter XVIID and the Second Schedule to the Income-tax Act, 1961 (43 of 1961), shall be construed as a reference to appeal before the Competition Appellate Tribunal under section 53B of this Act.]

Reg. 1. Short title and commencement.

(1)These regulations may be called the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2025.

(2)They shall come into force on the date of their publication in the Official Gazette.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires,–

(a)“Act” means the Competition Act, 2002 (12 of 2003);

(b)“Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;

(c)“demand notice” means a notice issued by the Commission to an enterprise or a person from whom any penalty is recoverable under the Act;

(d)“enterprise” means enterprise as defined in clause (h) of section 2 of the Act;

(e)“enterprise in default” means an enterprise which has not paid the penalty imposed on it within the stipulated time despite the demand notice duly served upon;

(f)“Income-tax authority” means an authority as defined in section 116 of the Income-tax Act, 1961 (43 of 1961);

(g)“legal heir” means a legal representative as defined in sub-section (11) to section 2 of the Code of Civil Procedure, 1908;

(h)“penalty” means a monetary penalty or fine or any other sum imposed by the Commission and realisable under the Act;

(i)“penalty recovery register” means the register as set out in Form IV appended to these regulations containing all the details of the penalties imposed by the Commission;

(j)“person” means a person as defined in clause (l) of section 2 of the Act;

(k)“person in default” means a person who has not paid the penalty imposed upon it within the stipulated time despite the demand notice duly served upon;

(l)“recovery certificate” means a certificate issued by the Commission and to be executed by the recovery officer in terms of the Commission’s orders;

(m)“recovery officer” means an officer authorised by the Commission to recover the penalty from an enterprise or person or ‘enterprise in default’ or ‘person in default’, as the case may be, as defined under these regulations;

(n)“Secretary” means the Secretary appointed under sub-section (1) of section 17 of the Act and includes an officer of the Commission authorised by it to function as Secretary;

(o)“Tax Recovery Officer” means the Tax Recovery Officer as referred to in Explanation 2 to section 39 of the Act and defined in clause (44) of section 2 of the Income-tax Act, 1961 (43 of 1961).

(2)Words and expressions used but not defined in these regulations shall have the same meanings respectively assigned to them in the Act or in the Companies Act, 2013 (18 of 2013) or in the Income-tax Act, 1961 (43 of 1961), as the case may be.

Reg. 3. Issuance of demand notice.

(1)Where a penalty has been imposed upon an enterprise or person by the Commission, the Secretary shall issue to it, a demand notice as set out in Form I appended to these regulations with a copy to the recovery officer, along with copy of the order passed by the Commission imposing the penalty, at its last address known to the Commission.

(2)A demand notice issued under sub-regulation (1) shall provide a time period of not less than 60 (sixty) days from the date of receipt of order of the Commission to the enterprise or person concerned, to deposit the penalty in the manner specified in the said notice.

(3)Upon receipt of the demand notice, the enterprise or the person, as the case may be, shall pay the penalty, through challan as set out in Form II appended to these regulations, in favour of the Pay & Accounts Officer (PAO), Ministry of Corporate Affairs, Head No. 1475.00.105.05, [Sub-Head – 00] – ‘Penalties imposed by Competition Commission of India’.

(4)One copy of the challan shall be submitted by the enterprise or the person, as the case may be, to the recovery officer immediately but not later than 07 (seven) days of the payment and the recovery officer shall make an entry in the penalty recovery register to the same effect.

(5)The Commission may, at any time, rectify any clerical or arithmetical mistake made in the demand notice.

Reg. 4. Extension of time and grant of instalments.

(1)On an application made by the enterprise or the person concerned, before the expiry of the due date of the payment specified in the demand notice, the Commission may extend the time for payment or allow payment by instalments, subject to such conditions as the Commission may think fit to impose in the circumstances of the case.

(2)In a case where an extension has been granted and the enterprise or the person concerned fails to make the payment within the time so extended, the enterprise or the person concerned shall be deemed to be an enterprise in default or a person in default, as the case may be.

(3)In a case where payment by instalments has been allowed and the enterprise or the person concerned commits default in paying any one of the instalments within the time fixed, the enterprise or the person concerned shall be deemed to be enterprise in default or a person in default, as the case may be, as to the whole of the penalty then outstanding, and the other instalment or instalments shall also be deemed to have been due on the same date as the instalment actually in default.

Reg. 5. Interest on penalty. If the amount specified in the demand notice is not paid within the period specified in the said notice, the enterprise or the person concerned, as the case may be, shall be liable to pay simple interest at one per cent, on the amount outstanding, for every month or part of a month comprised in the period commencing from the day immediately after the expiry of the period mentioned in demand notice and ending with the day on which the penalty is paid:.

Provided that the Commission may reduce or waive the amount of interest payable by the enterprise or the person concerned if it is satisfied that default in the payment of such amount was due to circumstances beyond the control of the enterprise or the person concerned, as the case may be:

Provided further that where as a result of an order of the National Company Law Appellate Tribunal or a High Court or the Supreme Court of India, as the case may be, the amount of penalty payable has been reduced, the interest shall be reduced accordingly and the excess interest paid, if any, shall be refunded in accordance with regulation 14.

Reg. 6. Issuance of recovery certificate.

(1)Where an enterprise is an enterprise in default or deemed to be an enterprise in default as per sub- regulation (2) and/ or (3) of regulation 4, the Commission shall issue recovery certificate through the Secretary to be executed by the recovery officer, as set out in Form III appended to these regulations, mentioning the amount of penalty and interest thereon along with modes of recovery therein, giving 15 (fifteen) days’ time to deposit the penalty.

(2)Where a person is a person in default or deemed to be a person in default as per sub-regulation (2) and/ or (3) of regulation 4, the Commission shall issue recovery certificate through the Secretary to be executed by the recovery officer, as set out in Form III appended to these regulations, mentioning the amount of penalty and interest thereon along with modes of recovery therein, giving 15 (fifteen) days’ time to deposit the penalty.

(3)The Commission may, at any time, rectify any clerical or arithmetical mistake made in the recovery certificate issued or extend the time for making any payment in pursuance of such recovery certificate.

Reg. 7. Functions of Recovery Officer.

(1)The Commission may, from time to time, authorise any of its officers to function as the recovery officer for the purposes of these regulations, to recover the penalties in the manner specified under these regulations.

(2)The recovery officer shall ensure that the demand notice is duly served on the enterprise or the person concerned, as the case may be. In the case of non-service of the demand notice, the recovery officer shall immediately inform the Secretary.

(3)When the payment of penalty is made by the enterprise or the person concerned, the recovery officer shall bring it to the notice of the Secretary. In the case of default by the enterprise or the person concerned, the recovery officer shall intimate to the Secretary and ensure thereafter issuance of recovery certificate to such an enterprise in default or a person in default, as the case may be.

(4)The recovery officer shall execute the recovery certificate to realise the amount of penalty imposed upon the enterprise in default or the person in default, as the case may be, in the manner specified in these regulations.

(5)The recovery officer shall, after expiry of the period stipulated in the recovery certificate, proceed in accordance with the modes specified under these regulations for recovery of the penalty imposed.

Reg. 8. Maintenance of Penalty Recovery Register. The recovery officer shall maintain the penalty recovery register as set out in Form IV appended to these regulations and update the same regularly.

Reg. 9. Modes of Recovery. Where an enterprise in default or a person in default fails to pay the penalty within the stipulated time as mentioned in the recovery certificate, the recovery officer shall proceed to recover the penalty in the following manner,–.

(a)the recovery officer shall, at any time after expiry of the period stipulated in the recovery certificate, require the enterprise in default or the person in default, from whom the penalty is due or may become due, or any other enterprise who holds or may subsequently hold money for or on account of the enterprise in default, or the legal heirs of the person in default in case the person in default is deceased, to pay to the Commission either forthwith upon the penalty becoming due or within the time specified in the recovery certificate, so much of the money as is sufficient to pay the penalty due to the enterprise in default or the person in default, as the case may be. If such other enterprise or legal heir(s) fail to pay the said amount in lieu of the penalty, then such other enterprise or person shall also be treated in the same manner as an enterprise in default, or a person in default, as the case may be;

(b)a recovery certificate may be issued to any enterprise who holds or may subsequently hold any money for or on account of the enterprise in default jointly with any other enterprise and for the purposes of this regulation, the shares of the joint holders in such account shall be presumed, until the contrary is proved, to be equal;

(c)a recovery certificate may be issued to the legal heirs of the person in default in case the person in default is deceased and for the purposes of this regulation, the shares of all legal heirs for such amount shall be presumed, until the ‘contrary is proved’, to be equal;

Provided that the liability of a legal heir under this regulation shall be limited to the extent to which the estate of the deceased bestowed upon such legal heir, is capable of meeting the liability.

(d)every enterprise or person to whom a recovery certificate is issued shall be bound to comply with such certificate, and, in particular, where any such notice is issued to a post office, banking company or an insurer, it shall not be necessary to produce any pass book, deposit receipt, policy, or any other document for the purpose of any entry, endorsement or the like being made before payment is made, notwithstanding any rule, practice or requirement to the contrary;

(e)any claim respecting any property, in relation to which a recovery certificate has been issued, arising after the date of the demand notice, shall be void as against any demand contained in the recovery certificate;

(f)where an enterprise or a person to whom a recovery certificate has been issued objects to it by a statement on oath that the sum demanded or any part thereof is not due to the enterprise in default or the person in default, or that it does not hold any money for or on account of the enterprise in default or the person in default, then, nothing contained in these regulations shall be deemed to require such enterprise or person to pay any such sum or part thereof, as the case may be:

Provided that such assertion of the enterprise or the person is to be brought to the notice of the Commission for its consideration;

(g)the recovery officer may apply, for payment of the amount sufficient to discharge the penalty due to enterprise in default or person in default, to the court in whose custody there is money belonging to such enterprise or person;

(h)where an enterprise in default or person in default has property in a country outside India (being a country with which the Central Government has entered into an agreement for the recovery of penalty under the Act and the corresponding law in force in that country), the Commission may propose to that country to take such action thereon as the Commission may deem appropriate having regard to the terms of the said agreement with such country and to remit any sum so recovered to the Commission, and thereafter the Secretary shall take appropriate steps to deposit the same in the account earmarked for the purpose;

(i)where during the pendency of any proceeding or after the decision under the Act but before the service of the notice under regulation 3, any enterprise in default or person in default creates a charge or parts with the possession by way of sale, mortgage, gift, exchange or any other mode of transfer whatsoever of any of its assets in favour of any other person or enterprise, such charge or transfer shall be void as against any claim in respect of any penalty payable by such enterprise in default or person in default as a result of the decision of the said proceeding or otherwise:

Provided that such charge or transfer shall not be void if it is made,–

(iii)for adequate consideration and without notice of the pendency of such proceeding; or

(iv)with the previous permission of the Commission.

Reg. 10. Other modes of Recovery. Where an enterprise in default or a person in default fails to pay the penalty within the stipulated time as mentioned in the recovery certificate, the recovery officer may also simultaneously proceed to recover the amount of penalty through the modes mentioned below, in accordance with the rules laid down in the Second Schedule of Income-tax Act, 1961 (43 of 1961), namely:–.

(a)by attachment and sale of movable property of the enterprise or the person concerned; and

(b)by attachment and sale of immovable property of the enterprise or the person concerned.

Reg. 11. Reference by the Commission to the Income-tax authority.

(1)Where the Commission is of the opinion, for reasons to be recorded in writing, that it would be expedient to recover the penalty imposed under the Act in accordance with the provisions of the Income-tax Act, 1961 (43 of 1961), it shall make reference under sub-section (2) of section 39 of the Act to the concerned Income-tax authority as set out in Form V appended to these regulations for recovery of the penalty as ‘tax due’ under the Income-tax Act, 1961 (43 of 1961).

(2)Where the income-tax authority to which a reference under sub-regulation (1) has been made by the Commission initiates recovery proceedings, the recovery proceedings initiated by the Commission shall stand sine die deferred.

Reg. 12. Intimation of recovery by Income-tax authority.

(1)Where an intimation of recovery of penalty has been received by the Secretary from the Tax Recovery Officer, he shall ensure that the recovery officer records it in the penalty recovery register immediately but not later than 05 (five) days from the date of having received such intimation.

(2)The Secretary shall review and obtain a progress report, at least once in three months, from the Tax Recovery Officer, of the progress made in the recovery of demands referred to the Tax Recovery Officer and shall place the progress of recovery of penalty before the Commission every month.

Reg. 13. Monitoring and supervision in proceedings of recovery of penalty. The Secretary shall place before the Commission all the cases where the recovery of penalty has not been made, along with details of action taken in each case including the details of references made under sub-section (2) of section 39 of the Act, at least once in a month.

Reg. 14. Refund of excess penalty.

(1)Where by any order of the National Company Law Appellate Tribunal or a High Court or the Supreme Court of India, as the case may be, it has been held that an enterprise or a person is not liable to pay any penalty or is liable to pay a penalty less than the amount mentioned in any order or notice of the Commission, the demand notice or the recovery certificate shall be withdrawn or modified, as the case may be, and the amount of any excess penalty, if paid, shall be refunded.

(2)In case of a refund, the Secretary shall issue a refund order for such amount, under his signature and seal.

Reg. 15. Power to determine procedure in certain circumstances. In a situation not provided for in these regulations or the Competition Commission of India (General) Regulations, 2024, the Commission may determine the procedure for specific matters, if so required.

Reg. 16. Removal of difficulties. In the matter of implementation of these regulations, if any doubt or difficulty arises, the decision of the Commission thereon shall be binding.

Reg. 17. Repeal and Savings.

(1)The Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011, stand repealed from the date on which these regulations come into force.

(2)Notwithstanding such repeal, –

(a)anything done or any action taken or purported to have been done or taken, or any notice or certificate issued or proceedings commenced, under the repealed regulations, prior to such repeal, shall be deemed to have been done or taken under the corresponding provisions of these regulations;

(b)the operation of the repealed regulations or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred thereunder, or any legal proceeding or remedy ensued thereunder, shall remain unaffected as if the repealed regulations have never been repealed;

(c)after the repeal of the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011, any reference thereto including in any regulations, direction or decision issued by the Commission, shall be deemed to be a reference to the corresponding provisions of these regulations.

Omitted.

(1)The Director General shall, when so directed by the Commission, assist the Commission in investigating into any contravention of the provisions of this Act or any rules or regulations made thereunder.

(2)The Director General shall have all the powers as are conferred upon the Commission under sub-section (2) of section 36.

[(3)Without prejudice to sub-section (2), it shall be the duty of all officers, other employees and agents of a party which are under investigation—

(a)to preserve and to produce all information, books, papers, other documents and records of, or relating to, the party which are in their custody or power to the Director General or any person authorised by it in this behalf; and

(b)to give all assistance in connection with the investigation to the Director General.

(4)The Director General may require any person other than a party referred to in sub-section (3) to furnish such information or produce such books, papers, other documents or records before it or any person authorised by it in this behalf if furnishing of such information or the production of such books, papers, other documents or records is relevant or necessary for the purposes of its investigation.

(5)The Director General may keep in his custody any information, books, papers, other documents or records produced under sub-section (3) or sub-section (4) for a period of one hundred and eighty days and thereafter shall return the same to the person by whom or on whose behalf the information, books, papers, other documents or records were produced:

Provided that the information, books, papers, other documents or records may be called for by the Director General if they are needed again for a further period of one hundred and eighty days by an order in writing:

Provided further that the certified copies of the information, books, papers, other documents or records, as may be applicable, produced before the Director General may be provided to the party or person on whose behalf the information, books, papers, other documents or records are produced at their own cost.

(6)The Director General may examine on oath—

(a)any of the officers and other employees and agents of the party being investigated; and

(b)with the previous approval of the Commission, any other person, in relation to the affairs of the party being investigated and may administer an oath accordingly and for that purpose may require any of those persons to appear before it personally.

(7)The examination under sub-section (6) shall be recorded in writing and shall be read over to or by, and signed by, the person examined and may thereafter be used in evidence against it.

(8)Where in the course of investigation, the Director General has reasonable grounds to believe that information, books, papers, other documents or records of, or relating to, any party or person, may be destroyed, mutilated, altered, falsified or secreted, the Director General may make an application to the Chief Metropolitan Magistrate, Delhi for an order for seizure of such information, books, papers, other documents or records.

(9)The Director General may make requisition of the services of any police officer or any officer of the Central Government to assist him for all or any of the purposes specified in sub-section (10) and it shall be the duty of every such officer to comply with such requisition.

(10)The Chief Metropolitan Magistrate, Delhi may, after considering the application and hearing from the Director General, by order, authorise the Director General—

(a)to enter, with such assistance, as may be required, the place or places where such information, books, papers, other documents or records are kept;

(b)to search that place or places in the manner specified in the order; and

(c)to seize information, books, papers, other documents or records as it considers necessary for the purpose of the investigation:

Provided that certified copies of the seized information, books, papers, other documents or records, as the case may be, may be provided to the party or person from whose place or places such documents have been seized at its cost.

(11)The Director General shall keep in his custody such information, books, papers, other documents or records seized under this section for such period not later than the conclusion of the investigation as it considers necessary and thereafter shall return the same to the party or person from whose custody or power they were seized and inform the Chief Metropolitan Magistrate, of such return:

Provided that the Director General may, before returning such information, books, papers, other documents or records take copies of, or extracts thereof or place identification marks on them or any part thereof.

(12)Save as otherwise provided in this section, every search or seizure made under this section shall be carried out in accordance with the provisions of the Code of Criminal Procedure, 1973 (2 of 1974), relating to search or seizure made under that Code.]

[Explanation.—For the purposes of this section,—

(a)“agent”, in relation to any person, means any one acting or purporting to act for or on behalf of such person, and includes the bankers, and persons employed as auditors and legal advisors, by such person;

(b)“officers”, in relation to any company or body corporate, includes any trustee for the debenture holders of such company or body corporate;

(c)any reference to officers and other employees or agents shall be construed as a reference to past as well as present officers and other employees or agents, as the case may be.]

(1)The Commission may cause an inquiry to be made into compliance of its orders or directions made in exercise of its powers under the Act.

(2)If any person, without reasonable clause, fails to comply with the orders or directions of the Commission issued under ⁷⁷[sections 6, 27, 28, 31, 32, 33, 42A, 43, 43A, 44 and 45 of the Act, he shall be liable to a penalty] which may extend to rupees one lakh for each day during which such non-compliance occurs, subject to a maximum of rupees ten crore, as the Commission may determine.

(3)If any person does not comply with the orders or directions issued, or fails to ⁷⁸[pay the penalty imposed under sub-section (2)], he shall, without prejudice to any proceeding under section 39, be punishable with imprisonment for a term which may extend to three years, or with fine which may extend to rupees twenty-five crore, or with both, as the Chief Metropolitan Magistrate, Delhi may deem fit:

Provided that the Chief Metropolitan Magistrate, Delhi shall not take cognizance of any offence under this section save on a complaint filed by the Commission or any of its officers authorised by it.]

Without prejudice to the provisions of this Act, any person may make an application to the Appellate Tribunal for an order for the recovery of compensation from any enterprise for any loss or damage shown to have been suffered, by such person as a result of the said enterprise violating directions issued by the Commission or contravening, without any reasonable ground, any decision or order of the Commission issued ⁷⁹[under sections 6, 27], 28, 31, 32 and 33 or any condition or restriction subject to which any approval, sanction, direction or exemption in relation to any matter has been accorded, given, made or granted under this Act or delaying in carrying out such orders or directions of the Commission.]

If any person fails to comply, without reasonable cause, with a direction given by—

(a)the Commission under sub-sections (2) and (4) of section 36; or

(b)the Director General while exercising powers referred to in sub-section (2) of section 41,

such person ⁸⁰[shall be liable to a penalty] which may extend to rupees one lakh for each day during which such failure continues subject to a maximum of rupees one crore, as may be determined by the Commission.]

If any person or enterprise fails to give notice to the Commission under sub-section (2) or sub-section (4) of section 6 or contravenes sub-section (2A) of section 6 or submit information pursuant to an inquiry under sub-section (1) of section 20, the Commission may impose on such person or enterprise, a penalty which may extend to one per cent., of the total turnover or assets or the value of transaction referred to in clause (d) of section 5, whichever is higher, of such a combination:

Provided that in case any person or enterprise has given a notice under sub-section (4) of section 6 and such notice is found to be void ab initio under sub-section (6) of section 6, then a notice under sub-section (2) of section 6 may be given by the acquirer or parties to the combination, as may be applicable, within a period of thirty days of the order of the Commission under sub-section (6) of that section and no action under this section shall be taken by the Commission till the expiry of such period of thirty days.]

If any person, being a party to a combination,—

(a)makes a statement which is false in any material particular, or knowing it to be false; or

(b)omits to state any material particular knowing it to be material,

such person shall be liable to a penalty which shall not be less than rupees fifty lakhs but which may extend to ⁸¹[rupees five crore], as may be determined by the Commission.

⁸³[(1)Without prejudice to the provisions of ⁸⁴[sub-section (6) of section 6 and] section 44, if a person, who furnishes or is required to furnish under this Act any particulars, documents or any information,—

(a)makes any statement or furnishes any document which he knows or has reason to believe to be false in any material particular; or

(b)omits to state any material fact knowing it to be material; or

(c)wilfully alters, suppresses or destroys any document which is required to be furnished as aforesaid,

such person shall be ⁸⁵[liable to a penalty] which may extend to rupees one crore as may be determined by the Commission.]

(2)Without prejudice to the provisions of sub-section (1), the Commission may also pass such other order as it deems fit.

(1)The Commission may, if it is satisfied that any producer, seller, distributor, trader or service provider included in any cartel, which is alleged to have violated section 3, has made a full and true disclosure in respect of the alleged violations and such disclosure is vital, impose upon such producer, seller, distributor, trader or service provider a lesser penalty as may be specified by regulations, than leviable under this Act or the rules or the regulations made under this Act:

Provided that lesser penalty shall not be imposed by the Commission in cases where the report of investigation directed under section 26 has been received before making of such disclosure:

Provided further that lesser penalty shall be imposed by the Commission only in respect of a producer, seller, distributor, trader or service provider included in the cartel, who has made the full, true and vital disclosures under this section:

Provided also that lesser penalty shall not be imposed by the Commission if the person making the disclosure does not continue to co-operate with the Commission till the completion of the proceedings before the Commission:

Provided also that the Commission may, if it is satisfied that such producer, seller, distributor, trader or service provider included in the cartel had in the course of proceedings,—

(a)not complied with the condition on which the lesser penalty was imposed by the Commission; or

(b)had given false evidence; or

(c)the disclosure made is not vital, and thereupon such producer, seller, distributor, trader or service provider may be tried for the contravention with respect to which the lesser penalty was imposed and shall also be liable to the imposition of penalty to which such person has been liable, had lesser penalty not been imposed.

(2)The Commission may allow a producer, seller, distributor, trader or service provider included in the cartel, to withdraw its application for lesser penalty under this section, in such manner and within such time as may be specified by regulations.

(3)Notwithstanding anything contained in sub-section (2), the Director General and the Commission shall be entitled to use for the purposes of this Act, any evidence submitted by a producer, seller, distributor, trader or service provider in its application for lesser penalty, except its admission

(4)Where during the course of the investigation, a producer, seller, distributor, trader or service provider who has disclosed a cartel under sub-section (1), makes a full, true and vital disclosure under sub-section (1) with respect to another cartel in which it is alleged to have violated section 3, which enables the Commission to form a prima facie opinion under sub-section (1) of section 26 that there exists another cartel, then the Commission may impose upon such producer, seller, distributor, trader or service provider a lesser penalty as may be specified by regulations, in respect of the cartel already being investigated, without prejudice to the producer, seller, distributor, trader or service provider obtaining lesser penalty under sub-section (1) regarding the newly disclosed cartel.]

Reg. 1. Short title and commencement.

(1)These regulations may be called the Competition Commission of India (Lesser Penalty) Regulations, 2024.

(2)They shall come into force on the date of their publication in the Official Gazette.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires, –

(a)“Act” means the Competition Act, 2002 (12 of 2003) as amended from time to time;

(b)“admission” means statement or submission by a party that it has indulged in the alleged violation of the provisions of Section 3 of the Act;

(c)“applicant” means an enterprise, as defined in clause (h) of section 2 of the Act, who is or was a member of a cartel and includes an individual who has been involved in the cartel on behalf of an enterprise; and further includes an enterprise or association of enterprises or a person or association of persons, though not engaged in identical or similar trade if it participates or intends to participate in furtherance of such cartel and submits an application for lesser penalty and/or lesser penalty plus to the Commission;

(d)“cartel” means a cartel as defined in clause (c) of section 2 of the Act;

(e)“Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;

(f)“designated authority” means an officer of the Commission who is authorized by the Chairperson to function as such, for the purpose of these regulations;

(g)“Director General” means the Director General as defined in clause (g) of section 2 of the Act;

(h)“newly disclosed cartel” means a cartel as determined by the Commission having regard to the disclosures provided by the applicant in Schedule I and Schedule II of these regulations, including the material available with the Commission or the Director General, which enables the Commission to form a prima facie opinion under sub section (1) of section 26 of the Act;

(i)“party” includes an enterprise or person defined in clauses (h) and (l) of section 2 of the Act, respectively, against whom inquiry or proceeding is instituted and shall include the Central Government, any State Government or any statutory authority and shall also include any person permitted to join the proceedings;

(j)“priority status” means the position of the applicant marked for giving the benefit of lesser penalty or lesser penalty plus in the queue of the applicants;

(k)“vital disclosure” means full and true disclosure of information or evidence by the applicant to the Commission, which is sufficient to enable the Commission to form a prima facie opinion about the existence of a cartel or which helps to establish the contravention of the provisions of section 3 of the Act.

(2)Words and expressions used but not defined in these regulations shall have the same meanings respectively as assigned to them in the Act or the rules or regulations framed thereunder or in the Companies Act, 2013 (18 of 2013).

Reg. 3. Conditions for lesser penalty or lesser penalty plus.

(1)An applicant, seeking the benefit of lesser penalty or lesser penalty plus under section 46 of the Act, shall-

(a)cease to have further participation in the cartel from the time of its disclosure unless otherwise directed by the Commission;

(b)provide vital disclosure in respect of alleged contravention of the provisions of section 3 of the Act;

(c)provide all relevant information, documents and evidence as may be required by the Commission;

(d)co-operate genuinely, fully, continuously and expeditiously throughout the investigation and other proceedings before the Commission;

(e)not conceal, destroy, manipulate or remove the relevant documents in any manner that may contribute to the establishment of a cartel; and

(f)not give any false evidence or omit to submit any material information knowing it to be material.

(2)The applicant shall provide the names of the individuals who have been involved in the cartel on its behalf and for whom lesser penalty or lesser penalty plus, as the case may be, is sought by the applicant.

(3)Where an applicant or its authorized representative, at the time of filing of application for lesser penalty or lesser penalty plus, as the case may be, fails to provide full and true disclosure of the information and evidence as referred and described in Schedule I or Schedule II or both or as required by the Commission from time to time, the Commission may reject its application.

(4)Without prejudice to sub-regulation (1), the Commission may subject the applicant to further restrictions or conditions, as it may deem fit, after considering the facts and circumstances of the case.

(5)Where an applicant or its authorized representative fails to comply with the conditions mentioned in sub- regulations (1) and (4), either before the Director General or before the Commission after receipt of the investigation report, the Commission may reject its application.

(6)Before rejecting the lesser penalty or lesser penalty plus application of the applicant under this regulation, the Commission shall provide an opportunity of being heard to such applicant.

(7)Notwithstanding rejection of application in terms of sub-regulations (3) or (5) above, the Commission or the Director General shall be free to use the information, documents and evidence submitted by the applicant, in the ongoing matter, in accordance with the provisions of section 46 of the Act.

(8)Upon rejection of application in terms of sub-regulations (3) or (5) above, the applicant may be subjected to inquiry for the contravention.

(9)The discretion of the Commission, in regard to reduction in monetary penalty under these regulations, shall be exercised having due regard to –

(a)the stage at which the applicant comes forward with the disclosure;

(b)the evidence already in possession of the Commission;

(c)the quality of the information provided by the applicant;

(d)fulfilment of conditions specified in sub-regulation (1) and (4) above; and

(e)the entire facts and circumstances of the case.

Reg. 4. Grant of lesser penalty.

Subject to the conditions laid down in regulation 3, the applicant and individual(s) mentioned in sub-regulation 2 of regulation 3 shall be granted benefit of lesser penalty on the amount leviable under clause (b) of section 27 and section 48 of the Act, as the Commission may decide, in the following manner, namely:—

(a)The applicant and individual(s) mentioned in sub-regulation (2) of regulation 3 may be granted benefit of reduction in penalty upto or equal to one hundred percent, if the applicant is the first to make a vital disclosure by submitting evidence of a cartel, enabling the Commission to form a prima facie opinion regarding the existence of a cartel which is alleged to have contravened the provisions of section 3 of the Act and the Commission did not, at the time of application, have sufficient evidence to form such an opinion:

Provided that the Commission may also grant benefit of reduction in penalty up to or equal to one hundred per cent, to the applicant and individual(s) mentioned in sub-regulation (2) of regulation 3, if the applicant is the first to make a vital disclosure by submitting such evidence which establishes the contravention of the provisions of section 3 of the Act, by a cartel, in a matter under investigation and the Commission, or the Director General did not, at the time of application, have sufficient evidence to establish such a contravention.

(b)The applicant(s) and individual(s) who are subsequent to the first applicant may also be granted benefit of reduction in penalty on making a disclosure by submitting evidence, which in the opinion of the Commission, provides significant added value to the evidence already in possession of the Commission or the Director General, as the case may be, to establish the existence of the cartel, which is alleged to have contravened the provisions of section 3 of the Act.

Explanation — For the purposes of these regulations, ‘significant added value’ means the extent to which the evidence provided enhances the ability of the Commission or the Director General, as the case may be, to establish the existence of a cartel, which is alleged to have contravened the provisions of section 3 of the Act.

(c)The reduction in monetary penalty referred to in clause (b) shall be in the following order—

(i)the applicant and individual(s) mentioned in sub-regulation (2) of regulation 3 marked as second in the priority status may be granted reduction of monetary penalty up to or equal to fifty percent of the penalty imposed; and

(ii)the applicant and individual(s) mentioned in sub-regulation (2) of regulation 3 marked as third or subsequent in the priority status may be granted reduction of penalty up to or equal to thirty percent of the penalty imposed.

Reg. 5. Grant of lesser penalty plus.

(1)In terms of sub-section (4) of section 46 of the Act and subject to the conditions laid down in regulations 3 and 4, an applicant, who had earlier made a full, true and vital disclosure in respect of alleged contravention of provisions of section 3 of the Act under regulation 6 (first cartel), makes a full, true and vital disclosure in respect of existence of another cartel (second cartel) in which it is alleged to have violated section 3 of the Act, which enables the Commission to form a prima facie opinion regarding the existence of newly disclosed cartel under sub-section (1) of section 26 of the Act, may be granted an additional reduction in monetary penalty up to or equal to thirty per cent of the penalty imposed with regard to the first cartel besides obtaining benefit of reduction in penalty up to or equal to one hundred percent in respect of newly disclosed cartel in terms of sub-section (1) of section 46 of the Act.

Illustration: In respect of Cartel A, X and Y are lesser penalty applicants having first and second marker status with reduction in penalty available of up to or equal to one hundred percent and fifty percent, respectively. Y, being aware of Cartel B, reports about it under regulation 7. Subject to fulfilment of requisite conditions, for reporting Cartel B, Y shall be eligible for additional reduction in penalty of up to or equal to thirty percent in respect of Cartel A, besides obtaining first marker status in respect of Cartel B.

Provided that the individual(s) of such applicant who were part of its lesser penalty application in the first cartel may also be granted the benefit of lesser penalty plus as applicable to the applicant, if such individual(s) are also a part of both the newly disclosed cartel and the lesser penalty plus application filed in that regard.

(2)While determining the newly disclosed cartel in terms of sub-section (4) of section 46 of the Act, the Commission may have due regard to all relevant factors that distinguish the newly disclosed cartel from the existing cartel.

(3)The discretion of the Commission, in regard to reduction in monetary penalty under regulation 5, shall be exercised having due regard to-

a)likelihood of the newly disclosed cartel being detected by the Commission or the Director General without lesser penalty plus application, and

b)any other factor deemed relevant by the Commission.

Reg. 6. Procedure for grant of lesser penalty.

(1)For the purpose of grant of lesser penalty, the applicant or its authorized representative may make an application containing all the material information as specified in the Schedule I of these regulations, or may intimate in writing either in person or through e-mail or fax, to the designated authority, for furnishing the information and evidence relating to the existence of a cartel. The designated authority shall, thereafter, within ten working days, put up the matter before the Commission for its consideration.

Provided that an application under sub regulation (1) of regulation 6 for grant of lesser penalty can be made at any time during inquiry but not after the report of investigation directed under section 26 of the Act has been received by the Commission.

(2)The date and time of receipt of the application by the Commission shall be the date and time as recorded by the designated authority or as recorded on the server or the facsimile transmission machine of the designated authority.

(3)The Commission shall thereupon mark the priority status of the applicant and the designated authority shall convey to the applicant through post or e-mail or fax that the ‘appropriate priority status has been marked’, and that it shall not entitle the applicant for grant of lesser penalty merely on that basis.

(4)If only an intimation is received under sub-regulation (1) for furnishing the information and evidence relating to existence of a cartel, the Commission shall direct the applicant to submit a written application containing all the material information as specified in the Schedule I of these regulations within a period not exceeding fifteen days.

(5)Where the application, along with the necessary documents, is not received within a period of fifteen days from the date of communication of direction under sub-regulation (4) or during the further period as may be extended by the Commission, the priority status of the applicant and consequent benefit of grant of lesser penalty shall stand forfeited.

(6)Unless the evidence submitted by the first applicant has been evaluated, the next applicant shall not be evaluated by the Commission.

(7)Where the benefit of the priority status is not granted to the first applicant, the subsequent applicants shall move up in order of priority for grant of priority status by the Commission and the procedure prescribed above, as in the case of first applicant, shall apply mutatis mutandis.

(8)The decision of the Commission of granting or rejecting the application for lesser penalty shall be communicated to the applicant.

Reg. 7. Procedure for grant of lesser penalty plus.

(1)For the purpose of grant of lesser penalty plus, the applicant or its authorized representative may make an application containing all the material information as specified in the Schedule II to these regulations, or may intimate in writing either in person or through e-mail or fax, to the designated authority for furnishing the information and evidence relating to the existence of a newly disclosed cartel. The designated authority shall, thereafter, within ten working days, put up the matter before the Commission for its consideration.

Provided that an application under sub regulation (1) of regulation 7 for grant of lesser penalty plus can be made at any time before the receipt of investigation report of the Director General under section 26 of the Act in the first cartel by the Commission.

Provided further that in case of more than one applicant for lesser penalty plus in respect of a newly disclosed cartel, the Commission shall not examine the application of the next or subsequent applicant(s) for grant of the lesser penalty plus, unless the application of the first lesser penalty plus applicant has been rejected by the Commission.

(2)The date and time of receipt of the application by the Commission shall be the date and time as recorded by the designated authority or as recorded on the server or the facsimile transmission machine of the designated authority.

(3)The Commission shall thereupon mark the priority status of the applicant, for lesser penalty plus in respect of the first cartel, and simultaneously for lesser penalty in respect of the newly disclosed cartel, and the designated authority shall convey to the applicant through post or e-mail or fax that the ‘appropriate priority status has been marked’, and that it shall not entitle the applicant for grant of lesser penalty plus and/or lesser penalty merely on that basis.

(4)If only an intimation is received under sub-regulation (1) for furnishing the information and evidence relating to the existence of a newly disclosed cartel, the Commission shall direct the applicant to submit a written application containing all the material information as specified in the Schedule II to these regulations within a period not exceeding fifteen days.

(5)Where the application, along with the necessary documents, is not received within a period of fifteen days from the date of communication of direction under sub-regulation (4) or during the further period as may be extended by the Commission, the priority status of the applicant both for lesser penalty plus in respect of the first cartel and for lesser penalty in respect of the newly disclosed cartel along with their respective consequent benefits, shall stand forfeited.

(6)Where the benefit of the ‘lesser penalty plus’ is not granted to the first applicant by the Commission, the subsequent applicant(s), if any, shall be examined by the Commission in order of their priority status for grant of ‘lesser penalty plus’ status in respect of the first cartel and the procedure prescribed above, as in the case of first applicant, shall apply mutatis mutandis.

(7)The decision of the Commission of granting or rejecting the application for lesser penalty plus shall be communicated to the applicant.

Reg. 8. Confidentiality.

(1)Notwithstanding anything contained in the Competition Commission of India (General) Regulations, 2009, the Commission or the Director General shall treat as confidential,—

(a)the identity of the applicant; and

(b)the information, documents and evidence furnished by the applicant under regulation 6 and/or regulation 7:

Provided that the identity of the applicant or such information or documents or evidence may be disclosed if,—

(i)the disclosure is required by law; or

(ii)the applicant has agreed to such disclosure in writing; or

(iii)there has been a public disclosure by the applicant

Provided further that where the Director General deems it necessary to disclose the information, documents and evidence furnished under regulation 6 or regulation 7, as the case may be, to any party for the purposes of investigation and the applicant has not agreed to such disclosure, the Director General may disclose such information, documents and evidence to such party for reasons to be recorded in writing and after taking prior approval of the Commission.

(2)Except submissions made before the Commission under regulations 6 and 7 above within a period of fifteen days or during the further period as may be extended by the Commission, confidentiality of all further submissions made by the lesser penalty and/ or lesser penalty plus applicant before the Director General shall be governed in terms of provisions of regulation 35 of Competition Commission of India (General) Regulations, 2009.

Reg. 9. Inspection and certified copies of documents.

(1)Notwithstanding the confidentiality under regulation 8, the provisions of sub- regulations (1), (3) and (4) of regulation 37 and the provisions of regulation 50 of the Competition Commission of India (General) Regulations, 2009, to the extent it relates to inspection and grant of certified copies, shall become applicable to the non-confidential version of the information, documents and evidence furnished by the applicant under regulation 6, after the Commission forwards a copy of the report containing the findings of the Director General to the party concerned.

(2)Notwithstanding the confidentiality under regulation 8, the provisions of sub- regulations (1), (3) and (4) of regulation 37 and the provisions of regulation 50 of the Competition Commission of India (General) Regulations, 2009, to the extent it relates to inspection and grant of certified copies, shall become applicable to the non- confidential version of the information, documents and evidence furnished by the applicant under regulation 7 in the second cartel, after the Commission forwards a copy of the report containing the findings of the Director General to the party concerned in the second cartel.

(3)Any party conducting inspection or obtaining certified copies under this regulation shall not disclose such information, documents and evidence so obtained other than for the proceedings under the Act.

Reg. 10. Withdrawal.

(1)The applicant may withdraw the application under regulation 6 and/or regulation 7, as the case may be, any time prior to the receipt of the report of investigation, under section 26 of the Act in the concerned matter, by the Commission.

(2)Where the applicant withdraws application under regulation 6 and/or regulation 7, as the case may be, the Director General or the Commission shall be at liberty to use for the purposes of the Act any information or evidence or document submitted by the applicant except its admission.

Reg. 11. Removal of difficulty.

In the matter of interpretation or implementation of the provisions of these regulations, if any doubt or difficulty arises, the same shall be placed before the Commission and the decision of the Commission thereon, shall be binding.

Reg. 12. Repeal and savings.

(1)The Competition Commission of India (Lesser Penalty) Regulations, 2009, stand repealed from the date on which these regulations come into force.

(2)Notwithstanding such repeal –

(a)anything done or any action taken or purported to have been done or taken, or any proceedings or decision, inquiry or investigation commenced under the repealed regulations, prior to such repeal, shall be deemed to have been done or taken under the corresponding provisions of these regulations;

(b)the operation of the repealed regulations or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred thereunder, or any investigation, legal proceeding or remedy ensued thereunder, shall remain unaffected as if the repealed regulations have never been repealed;

(c)after the repeal of the Competition Commission of India (Lesser Penalty) Regulations, 2009, any reference thereto including in any regulations, direction or decision issued by the Commission shall be deemed to be a reference to the corresponding provisions of these regulations.

All sums realised by way of penalties ⁸⁶[and recovery of legal costs by the Commission] under this Act shall be credited to the Consolidated Fund of India.

(1)Where a person committing contravention of any of the provisions of this Act or of any rule, regulation, order made or direction issued thereunder is a company, every person who, at the time the contravention was committed, was in charge of, and was responsible to the company for the conduct of the business of the company, as well as the company, shall be deemed to be in contravention of this Act and unless otherwise provided in this Act, the Commission may impose such penalty on such persons, as it may deem fit which shall not be more than ten per cent. of the average of the income for the last three preceding financial years:

Provided that in case any agreement referred to in sub-section (3) of section 3 has been entered into by a cartel, the Commission may unless otherwise provided in this Act, impose upon such persons referred to in sub-section (1), a penalty of up to ten per cent. of the income for each year of the continuance of such agreement.

(2)Nothing contained in sub-section (1) shall render any such person liable to any penalty if he proves that the contravention was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such contravention.

(3)Notwithstanding anything contained in sub-section (1), where a contravention of any of the provisions of this Act or of any rule, regulation, order made or direction issued thereunder has been committed by a company and it is proved that the contravention has taken place with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officers of the company, such director, manager, secretary or other officers shall also be deemed to be in contravention of the provisions of this Act and unless otherwise provided in this Act, the Commission may impose such penalty on such persons, as it may deem fit which shall not be more than ten per cent. of the average of the income for the last three preceding financial years:

Provided that in case any agreement referred to in sub-section (3) of section 3 has been entered into by a cartel, the Commission may, unless otherwise provided under this Act, impose upon such person a penalty as it may deem fit which shall not exceed ten per cent. of the income for each year of the continuance of such agreement.

Explanation.—For the purposes of this section,—

(a)“company” means a body corporate and includes a firm or other association of individuals;

(b)“director”, in relation to a firm, means a partner in the firm;

(c)“income”, in relation to a person, shall be determined in such manner as may be specified by regulations.

(1)Any enterprise, against whom any inquiry has been initiated under sub-section (1) of section 26 for contravention of sub-section (4) of section 3 or section 4, may, for settlement of the proceeding initiated for the alleged contraventions, submit an application in writing to the Commission in such form and upon payment of such fee as may be specified by regulations.

(2)An application under sub-section (1) may be submitted at any time after the receipt of the report of the Director General under sub-section (4) of section 26 but prior to such time before the passing of an order under section 27 or section 28 as may be specified by regulations.

(3)The Commission may, after taking into consideration the nature, gravity and impact of the contraventions, agree to the proposal for settlement, on payment of such amount by the applicant or on such other terms and manner of implementation of settlement and monitoring as may be specified by regulations.

(4)While considering the proposal for settlement, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their objections and suggestions, if any.

(5)If the Commission is of the opinion that the settlement offered under sub-section (1) is not appropriate in the circumstances or if the Commission and the party concerned do not reach an agreement on the terms of the settlement within such time as may be specified by regulations, it shall, by order, reject the settlement application and proceed with its inquiry under section 26.

(6)The procedure for conducting the settlement proceedings under this section shall be such as may be specified by regulations.

(7)No appeal shall lie under section 53B against any order passed by the Commission under this section.

(8)All settlement amounts, realised under this Act shall be credited to the Consolidated Fund of India.

Reg. 1. Short title and commencement.

(1)These regulations may be called the Competition Commission of India (Settlement) Regulations, 2024.

(2)They shall come into force on the date of their publication in the Official Gazette.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires:

(a)“Act” means the Competition Act, 2002 (12 of 2003);

(b)“Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;

(c)“Director General” means the Director General as defined in clause (g) of section 2 of the Act;

(d)“Penalty Guidelines” means guidelines published by the Commission under sub-section (3) of section 64B of the Act;

(e)“Settlement Amount” means the amount determined by the Commission under regulation 6 of these regulations;

(f)“Settlement Applicant” means any enterprise, as defined in clause (h) of section 2 of the Act, against whom any inquiry has been initiated under sub-section (1) of section 26 of the Act for alleged contraventions of sub-section (4) of section 3 or section 4 of the Act, and submits an application for settlement of proceedings initiated for the alleged contraventions to the Commission under these regulations;

(g)“Settlement Application” means an application submitted by a Settlement Applicant to the Commission under these regulations for settlement of proceedings initiated for the alleged contraventions of sub-section (4) of section 3 or section 4 of the Act.

(2)Words and expressions used but not defined in these regulations shall have the same meanings as assigned to them in the Act or in the regulations framed thereunder or in the Companies Act, 2013 (18 of 2013), as the case may be.

Reg. 3. Application for settlement.

(1)A Settlement Applicant may make a Settlement Application to the Commission in writing, accompanied by such fee as provided under sub-regulation (1) of regulation 9, containing the information as specified below:

a)name, legal status (company or firm or LLP or trust, etc.), registration number (if applicable), contact details including complete registered address, principal business address (with area code, city and country), mobile/ telephone number, email and website address (if any) of the Settlement Applicant.

b)name of the authorised representative(s) of the Settlement Applicant and their contact details including complete business address, telephone number and email.

c)proof of payment of fees to the Commission under regulation 9.

d)details of the findings of the Director General in relation to the Settlement Applicant in the investigation report received under sub-section (4) of section 26 of the Act.

e)full and true disclosure of facts in respect of the alleged contraventions and the findings of the Director General.

f)details of the proposal for settlement including as to how the same addresses the alleged contraventions, competition concerns and the manner of implementation and monitoring thereof.

g)whether the Settlement Applicant, has previously been found to have contravened any provision of the Act or whether any proceeding against the Settlement Applicant is pending for any alleged violation of the provisions of the Act or whether the Settlement Applicant has in the past made any settlement or commitment application(s). If so, the details thereof.

h)details of nature, gravity and impact of the alleged contraventions and the duration of the enterprise’s involvement in the alleged contraventions.

i)a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act, findings of the Director General in the investigation report received under sub-section (4) of section 26 of the Act along with details of the competition concerns, alleged contraventions, duly capturing settlement proposal offered by the Settlement Applicant and how they address the competition concerns.

j)details of other competition authorities, fora or courts, if any, which have examined or are currently examining the alleged contraventions including those where the Settlement Applicant has filed commitment and / or settlement applications.

k)undertakings and waivers as per Schedule I.

l)any other information that may assist the Commission in determining the terms of the settlement and the Settlement Amount having due regard to the factors specified under regulation 8.

(2)The Settlement Application under sub-regulation (1) may be submitted after the receipt of the report of the Director General or confidential version thereof, if applicable, by the Settlement Applicant under sub- section (4) of section 26 of the Act.

Provided that a Settlement Application shall not be entertained by the Commission if it is made after expiry of 45 (forty five) days from the receipt of report of the Director General or confidential version thereof, if applicable, by the Settlement Applicant.

Provided further that the Commission may entertain a Settlement Application after the period specified above, if the Settlement Application is received within a further period of 30 (thirty) days and the Commission is satisfied that there had been sufficient cause for not filing the same within the specified period after recording reasons for condoning such delay.

(3)Where Settlement Application is incomplete in any respect or does not conform to the requirements of these regulations, the Settlement Applicant may be asked to remove such defect(s) or furnish the required information including document(s). The Settlement Applicant shall rectify such defects or furnish the required information including document(s) within 10 (ten) working days of the receipt of communication or such other period as may be specified by the Commission, failing which the Settlement Application may be treated as invalid.

(4)A Settlement Application may be withdrawn by the Settlement Applicant at any time prior to the passing of an order by the Commission under regulation 4.

(5)No application for settlement of any proceedings shall be considered,

a)if the Settlement Application does not cover all the contraventions found by the Director General in its investigation report under sub-section (4) of section 26 of the Act.

b)if any amount due under the Act is liable for recovery from the Settlement Applicant.

Reg. 4. Consideration of proposal for settlement.

(1)The Settlement Application complete in all respects in terms of regulation 3 shall be placed for consideration before the Commission in its ordinary meeting within 7 (seven) working days of receipt thereof.

(2)If the Commission is prima facie not satisfied with the settlement proposal offered by the Settlement Applicant, it shall communicate to the Settlement Applicant the reasons for the same and call upon the Settlement Applicant to furnish, within 15 (fifteen) working days of the receipt of the said communication, a revised Settlement Application.

(3)When the Settlement Application complete in all respects is placed for consideration before the Commission under sub-regulation (1) above, the inquiry against the Settlement Applicant shall remain in abeyance till final decision on the Settlement Application or till such time, as may be decided by the Commission.

(4)While considering the proposal for settlement, the Commission shall invite objections and suggestions in terms of regulation 5.

(5)After consideration of the nature, gravity and impact of the alleged contraventions, the proposal for settlement submitted by the Settlement Applicant and the comments, objections, or suggestions received under regulation 5, a.) the Commission may pass an order in terms of sub-section (3) of section 48A of the Act agreeing to the proposal for settlement as contained in the Settlement Application filed under sub-regulation (1) of regulation 3 or the revised Settlement Application filed under sub-regulation (2) above, as the case may be, subject to such other terms relating to manner of implementation of settlement and monitoring and close the proceedings against the Settlement Applicant forthwith. b.) if the Commission is of the opinion that the Settlement Application filed under sub-regulation (1) of regulation 3 or the revised Settlement Application filed under sub-regulation (2) above, as the case may be, are not appropriate in the circumstances, it shall by order passed in terms of sub-section (5) of section 48A of the Act, reject the Settlement Application and proceed with its inquiry under section 26 of the Act. c.) if the Commission is not satisfied with the Settlement Application, it shall within 15 (fifteen) working days after the expiry of period specified in regulation 5, communicate to the Settlement Applicant the reasons for the same and call upon the Settlement Applicant to furnish, within 30 (thirty) days of the receipt of the said communication, a revised Settlement Application. d.) if the Commission after considering the revised Settlement Application, filed under clause (c) of this sub-regulation (5), agrees with the same, it shall pass an order in terms of sub-section (3) of section 48A of the Act agreeing to the proposal for settlement, subject to such other terms relating to manner of implementation of settlement and monitoring and close the proceedings against the Settlement Applicant forthwith. e.) if the Commission after considering the revised Settlement Application, filed under clause (c) of this sub-regulation (5), is not satisfied with the same, it shall by an order passed in terms of sub-section (5) of section 48A of the Act, reject the revised Settlement Application and proceed with its inquiry under section 26 of the Act.

(6)In case the Settlement Applicant fails to submit the revised Settlement Application within the time period specified in sub-regulation (2) and clause (c) of sub-regulation (5) above, or fails to provide clarification, information, or data as sought under sub-regulation (11), the Commission shall by an order passed in terms of sub-section (5) of section 48A of the Act reject the Settlement Application and proceed with its inquiry under section 26 of the Act.

(7)The Commission before passing an order in terms of sub-section (3) of section 48A of the Act shall communicate to the Settlement Applicant, the Settlement Amount computed in terms of regulation 6 and the Settlement Applicant shall communicate its acceptance of the same within 15 (fifteen) days of receipt of such communication. The Settlement Amount computed and communicated to the Settlement Applicant shall be final and any application seeking revision of the same shall not be entertained by the Commission.

(8)The Settlement Applicant shall pay the Settlement Amount within a period of 30 (thirty) days from the date of acceptance thereof, whereupon the Commission shall pass an order in terms of sub-section (3) of section 48A of the Act.

(9)If the Settlement Applicant fails to communicate its acceptance of the Settlement Amount within the time period prescribed in sub-regulation (7) or fails to pay the Settlement Amount within the time period prescribed in sub-regulation (8), the Commission shall by an order passed in terms of sub-section (5) of section 48A of the Act, reject the Settlement Application and proceed with its inquiry under section 26 of the Act.

(10)The entire settlement proceedings shall be concluded within 180 (one hundred and eighty) working days of the receipt of the Settlement Application complete in all respect in terms of regulation 3, failing which the inquiry under section 26 of the Act against the Settlement Applicant shall stand resumed.

Provided that the Commission may extend the said period of 180 (one hundred and eighty) working days by such further period as may be specified, if deemed appropriate, for reasons to be recorded in writing.

(11)The Commission may seek clarification, information, or data from the Settlement Applicant, as deemed appropriate, which shall be provided by the Settlement Applicant within the time specified by the Commission.

(12)Notwithstanding the above provisions, a Settlement Application may also be rejected at any time on the following grounds: a. where the Settlement Applicant refuses to receive or respond to the communications sent by the Commission. b. where the Settlement Applicant violates in any manner or does not abide by the undertaking and waivers given as per Schedule-I.

(13)The Commission shall before passing an order rejecting a Settlement Application under clause (b) and (e) of sub-regulation (5), sub-regulation (6) and sub-regulation (12) above, grant the Settlement Applicant an opportunity of being heard.

(14)During the pendency of a Settlement Application, the Commission may issue interim and/or other directions to protect the interest of consumers and/or to maintain & protect competition in the market and require the Settlement Applicant to comply with the same within a specified time period for consideration of the Settlement Application.

(15)The rejection under this regulation shall be communicated to the Settlement Applicant:

Provided that the Settlement Applicant shall continue to be bound by undertakings and waivers given as per Schedule I.

Reg. 5. Invitation of objections and suggestions on proposal for settlement.

(1)While considering the proposal for settlement, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their comments, objections, or suggestions, if any, within 21 (twenty one) days. For the said purpose, the Commission would share a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act, findings of the Director General in the investigation report received under sub-section (4) of section 26 of the Act along with details of the competition concerns, alleged contraventions, duly capturing settlement proposal offered by the Settlement Applicant, how they address the competition concerns and any other detail as deemed fit.

(2)The comments, objections and suggestions filed by the concerned parties shall contain the following details:

a)name and contact details including address, telephone number, email of the concerned party and its authorised representative(s), if any

b)statement of comments, objections and suggestions duly authenticated by the authorised representative and supported by relevant documents.

c)a summary of the comments, objections and suggestions not running into more than four pages.

d)any other information that may assist the Commission in determining the terms of the settlement.

Reg. 6. Manner of determining the Settlement Amount.

(1)For the purpose of determining Settlement Amount, the Commission would compute base amount which could extend up to maximum amount of penalty that would otherwise have been leviable under section 27(b) of the Act.

(2)For the purpose of determining base amount as referred to in sub-regulation (1), the Commission shall be guided by the Penalty Guidelines.

(3)The Settlement Amount would be determined by applying a settlement discount of 15% to the base amount computed under sub-regulation (1) and (2).

Reg. 7. Nature and effect of settlement order.

(1)Without prejudice to provisions of section 53N of the Act, the order passed by the Commission agreeing to the proposal for settlement shall not be construed as a finding of contravention by the Commission against the Settlement Applicant.

(2)Filing of Settlement Application or issuance of settlement order by the Commission shall have no bearing on the inquiry under section 26 of the Act in relation to the alleged contraventions, in respect of the other parties to the inquiry who are not part of the settlement proceedings.

(3)The settlement order shall be final and binding upon the Settlement Applicant.

Reg. 8. Assessment of the terms of the settlement.

The Commission shall while considering the nature, gravity, impact of the alleged contraventions and for the purpose of assessing the Settlement Application, have due regard to all or any of the following factors, including:

(a)the nature of conduct, its type, duration and extent of the alleged contraventions;

(b)whether the settlement terms address the alleged contraventions and the same can be implemented effectively and expeditiously besides being easy to monitor;

(c)whether the terms of settlement make the markets more contestable;

(d)procedural efficiencies, self-executing terms and early correction of market distortions;

(e)whether the Settlement Applicant, has previously been found to have contravened any provision of the Act or any investigation or inquiry is pending against the Settlement Applicant in respect of any alleged violation of the provisions of the Act or whether the Settlement Applicant has previously made any settlement or commitment application(s);

(f)whether the Settlement Applicant has already modified its conduct and policies which have been found to be in prima facie violation of the Act by the Commission or steps taken by the Settlement Applicant to minimize future violations or lapses;

(g)any other factor as may be deemed appropriate by the Commission in the facts and circumstances of the case.

Reg. 9. Fee under sub-section (1) of section 48A of the Act.

1. Every application received under sub-section (1) of section 48A of the Act by the Commission shall be accompanied with proof of payment of non-refundable fees as under:

(a)Rs. 2,50,000 (rupees two lakh fifty thousand) only in case the Settlement Applicant has a total turnover of up to Rs. 50,00,00,000 (rupees fifty crores) in India in the preceding financial year, or

(b)Rs. 10,00,000 (rupees ten lakh) only in case the Settlement Applicant has total turnover exceeding Rs. 50,00,00,000 (rupees fifty crores) and up to Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding financial year.

(c)Rs. 50,00,000 (rupees fifty lakh) only in case the Settlement Applicant has total turnover exceeding Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding year. 2. The fee can be paid either by tendering demand draft or pay order or banker’s cheque, payable in favour of Competition Commission of India (Competition Fund), New Delhi or through Electronic Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition Fund), Account No. 1988002100187687 with “Punjab National Bank, Bhikaji Cama Place, New Delhi- 110066”.

Reg. 10. Implementation and monitoring of settlement order.

Where the Commission is of the opinion that the implementation of the Settlement Order needs monitoring, it may appoint agencies to oversee such implementation in terms of the Competition Commission of India (General) Regulations, 2009 and on such terms and conditions as may be specified by the Commission.

Reg. 11. Revocation of the Settlement Order.

(1)If a Settlement Applicant fails to comply with the order passed by the Commission under section 48A of the Act or it comes to the notice of the Commission that the Settlement Applicant has not made full and true disclosure during the settlement proceedings or there has been a material change in the facts, the order passed under section 48A of the Act shall stand revoked and withdrawn.

Provided that before making an opinion in this regard, the Commission shall give an opportunity to the Settlement Applicant to show-cause, within a period of 15 working days from the date of receipt of the show-cause notice, as to why the Commission should not form an opinion that the Settlement Applicant has failed to comply with the order passed by the Commission under section 48A of the Act or the Settlement Applicant has failed to make full and true disclosure during the settlement proceedings or there has been a material change in the facts, as the case may be.

(2)Where the settlement order stands revoked and withdrawn as per sub-regulation (1) above, the Settlement Applicant shall be liable to pay legal costs incurred by the Commission, as may be determined by the Commission, subject to a maximum of rupees one crore which shall be paid in terms of sub-regulation (2) of regulation 9.

(3)Such legal costs imposed upon a Settlement Applicant shall be recoverable in the same manner under section 39 of the Act read with the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011, as has been prescribed for recovery of penalty imposed under the Act.

(4)Further, where the settlement order stands revoked and withdrawn as per sub-regulation (1) above, the Commission may also restore or initiate against the Settlement Applicant, inquiry or investigation in respect of which the order under section 48A was passed.

Reg. 12. Power to use information.

(1)Where the Commission has revoked and withdrawn its settlement order in terms of section 48C of the Act read with regulation 11, the Commission and the Director General may rely upon the information and document submitted by the Settlement Applicant in the proceedings under the Act.

(2)Where a Settlement Application is rejected or withdrawn, the Commission and the Director General may use the information gathered from sources other than Settlement Applicant in the proceedings under the Act.

(3)The Commission may, subject to the provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009 read with section 57 of the Act, use the information submitted by the Settlement Applicant against other parties to the inquiry who are not part of the settlement proceedings.

(4)The facts established against the Settlement Applicant or admitted in any ongoing or concluded proceedings in India or outside India, with respect to the same cause of action, under any law, shall be deemed to be admitted by the Settlement Applicant in respect of the proceedings proposed to be closed under these regulations.

Reg. 13. Request for Confidentiality.

1. If any party request confidentiality of information or document(s) submitted during settlement proceedings, such request may be filed as per the procedure laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time. 2. Such request for confidentiality shall be duly considered in accordance with the provisions laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time read with section 57 of the Act.

Reg. 14. Inspection and certified copies of documents.

1. Notwithstanding anything contained to the contrary in regulation 37 and regulation 50 of the Competition Commission of India (General) Regulations, 2009, inspection and certified copies of documents submitted during settlement proceedings may be granted only to the Informant and the Settlement Applicant.

Provided that the inspection and certified copies of the confidential version of such documents shall be granted as per provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009. 2. Inspection and certified copies of comments received under regulation 5 shall be allowed only after expiry of the period of 21 (twenty-one) days mentioned therein.

Reg. 15. Powers to determine procedure in certain circumstances.

In a situation not provided for in these regulations, the Commission may, for reasons to be recorded in writing, determine the procedure in a particular case.

Reg. 16. Power to remove difficulties.

In the matter of implementation of these regulations, if any doubt or difficulty arises, the Commission shall have the powers to issue clarifications and specify procedures through circulars or guidelines and the decision of the Commission thereon shall be binding.

(1)Any enterprise, against whom any inquiry has been initiated under sub-section (1) of section 26 for contravention of sub-section (4) of section 3 or section 4, as the case may be, may submit an application in writing to the Commission, in such form and on payment of such fee as may be specified by regulations, offering commitments in respect of the alleged contraventions stated in the Commission's order under sub-section (1) of section 26.

(2)An offer for commitments under sub-section (1) may be submitted at any time after an order under sub-section (1) of section 26 has been passed by the Commission but within such time prior to the receipt by the party of the report of the Director General under sub-section (4) of section 26 as may be specified by regulations.

(3)The Commission may, after taking into consideration the nature, gravity and impact of the alleged contraventions and effectiveness of the proposed commitments, accept the commitments offered on such terms and the manner of implementation and monitoring as may be specified by regulations.

(4)While considering the proposal for commitment, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their objections and suggestions, if any.

(5)If the Commission is of the opinion that the commitment offered under sub-section (1) is not appropriate in the circumstances or if the Commission and the party concerned do not reach an agreement on the terms of the commitment, it shall pass an order rejecting the commitment application and proceed with its inquiry under section 26 of the Act.

(6)The procedure for commitments offered under this section shall be such as may be specified by regulations.

(7)No appeal shall lie under section 53B against any order passed by the Commission under this section.

Reg. 1. Short title and commencement.

(1)These regulations may be called the Competition Commission of India (Commitment) Regulations, 2024.

(2)They shall come into force on the date of their publication in the Official Gazette.

Reg. 2. Definitions.

(1)In these regulations, unless the context otherwise requires:

(a)“Act” means the Competition Act, 2002 (12 of 2003);

(b)“Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;

(c)“Director General” means the Director General as defined in clause (g) of section 2 of the Act;

(d)“Commitment Applicant” means any enterprise, as defined in clause (h) of section 2 of the Act, against whom any inquiry has been initiated under sub-section (1) of section 26 of the Act for alleged contraventions of sub-section (4) of section 3 or section 4 of the Act, and submits a Commitment Application;

(e)“Commitment Application” means an application submitted by a Commitment Applicant to the Commission under these regulations offering commitments in respect of proceedings initiated for the alleged contraventions of sub-section (4) of section 3 or section 4 of the Act stated in the order passed by the Commission under sub-section (1) of section 26 of the Act.

(2)Words and expressions used but not defined in these regulations shall have the same meanings as assigned to them in the Act or in the regulations framed thereunder or in the Companies Act, 2013 (18 of 2013), as the case may be.

Reg. 3. Application for Commitment.

(1)A Commitment Applicant may make an application to the Commission in writing, accompanied by such fee as provided under sub-regulation (1) of regulation 8, containing the information as specified below:

a)name, legal status (company or firm or LLP or trust, etc.), registration number (if applicable), contact details including complete registered address, principal business address (with area code, city and country), mobile/ telephone number, email and website address (if any) of the Commitment Applicant.

b)name of the authorised representative(s) of the Commitment Applicant and their contact details including complete business address, telephone number and email.

c)proof of payment of fees to the Commission under regulation 8.

d)details of the prima facie opinion of the Commission recorded in the order passed under sub-section (1) of section 26 of the Act in relation to the Commitment Applicant.

e)full and true disclosure of facts in respect of the alleged contraventions of the Act.

f)details of the commitments offered including how the same address the alleged contraventions, competition concerns and the manner of implementation and monitoring thereof.

g)whether the Commitment Applicant, has previously been found to have contravened any provision of the Act or whether any proceeding against the Commitment Applicant is pending for any alleged violation of the provisions of the Act or whether the Commitment Applicant has in the past made any settlement or commitment application(s). If so, the details thereof.

h)details of nature, gravity and impact of the alleged contraventions, and the duration of the enterprise’s involvement in the alleged contraventions.

i)a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act along with details of competition concerns, alleged contraventions, duly capturing commitments offered by the Commitment Applicant and how they address the competition concerns.

j)details of other competition authorities, fora or courts, if any, which have examined or are currently examining the alleged contraventions including those where the Commitment Applicant has filed commitment and / or settlement applications.

k)Undertakings and waivers as per Schedule I.

l)any other information that may assist the Commission in determining the terms of the commitment having due regard to the factors specified under regulation 7.

(2)The Commitment Application under sub-regulation (1) may be submitted at any time after an order under sub-section (1) of section 26 of the Act has been passed by the Commission but within the time prescribed under sub-regulation (3) or prior to receipt by the party of the report of the Director General under sub- section (4) of section 26 of the Act, whichever is earlier.

(3)A Commitment Application shall be filed within 45 (forty five) days from the receipt of the order passed by the Commission under sub-section (1) of section 26 of the Act.

Provided that the Commission may entertain a Commitment Application after the period specified above, if the Commitment Application is received within a further period of 30 (thirty) days and the Commission is satisfied that there had been sufficient cause for not filing the same within the specified period after recording reasons for condoning such delay.

(4)Where the Commitment Application is incomplete in any respect or does not conform to the requirements of these regulations, the Commitment Applicant may be asked to remove such defect(s) or furnish the required information including document(s). The Commitment Applicant shall rectify such defects or furnish the required information including document(s) within ten (10) working days of the receipt of communication or such other period as may be specified by the Commission, failing which the Commitment Application may be treated as invalid.

(5)A Commitment Application may be withdrawn by the Commitment Applicant at any time prior to the passing of an order by the Commission under regulation 4.

(6)No Commitment Application shall be considered if any amount due under the Act is liable for recovery from the Commitment Applicant.

Reg. 4. Consideration of proposal for Commitment.

(1)The Commitment Application complete in all respects in terms of regulation 3 shall be placed for consideration before the Commission in its ordinary meeting within 7 (seven) working days of receipt thereof.

(2)If the Commission is prima facie not satisfied with the commitments offered by the Commitment Applicant, it shall communicate to the Commitment Applicant the reasons for the same and call upon the Commitment Applicant to furnish, within 15 (fifteen) working days of the receipt of the said communication, revised Commitment Application.

(3)When the Commitment Application complete in all respects is placed for consideration before the Commission under sub-regulation (1) above, the Commission may keep the inquiry against the Commitment Applicant in abeyance till final decision on the Commitment Application or till such time, as may be decided by the Commission.

(4)While considering the commitments offered under the Commitment Application, the Commission shall invite objections and suggestions in terms of regulation 5.

(5)After consideration of the nature, gravity and impact of the alleged contraventions, the commitments offered by the Commitment Applicant and the comments, objections, or suggestions received under regulation 5,

a)the Commission may pass an order in terms of sub-section (3) of section 48B of the Act agreeing to the commitments offered as contained in the Commitment Application filed under sub-regulation (1) of regulation 3 or the revised Commitment Application filed under sub-regulation (2) above, as the case may be, subject to such other terms relating to manner of implementation and monitoring of commitments and close the proceedings against the Commitment Applicant forthwith.

b)if the Commission is of the opinion that the Commitment Application filed under sub-regulation (1) of regulation 3 or the revised Commitment Application filed under sub-regulation (2) above, as the case may be, are not appropriate in the circumstances, it shall by order passed in terms of sub- section (5) of section 48B of the Act, reject the Commitment Application and proceed with its inquiry under section 26 of the Act.

c)if the Commission is not satisfied with the Commitment Application, it shall within 15 (fifteen) working days after the expiry of period specified in regulation 5, communicate to the Commitment Applicant the reasons for the same and call upon the Commitment Applicant to furnish, within 30 (thirty) days of the receipt of the said communication, revised Commitment Application.

d)if the Commission after considering the revised Commitment Application filed under clause (c) of this sub-regulation (5) agrees with the same, it shall pass an order in terms of sub-section (3) of section 48B of the Act agreeing to the commitments offered subject to such other terms relating to manner of implementation and monitoring of commitment and close the proceedings against the Commitment Applicant forthwith.

e)if the Commission after considering the revised Commitment Application filed under clause (c) of this sub-regulation (5) is not satisfied with the same, it shall by an order passed in terms of sub- section (5) of section 48B of the Act, reject the revised Commitment Application and proceed with its inquiry under section 26 of the Act.

(6)In case the Commitment Applicant fails to submit the revised Commitment Application within the time period specified in sub-regulation (2) and clause (c) of sub-regulation (5) above or fails to provide clarification, information, or data as sought under sub-regulation (8), the Commission shall by an order passed in terms of sub-section (5) of section 48B of the Act reject the Commitment Application and proceed with its inquiry under section 26 of the Act.

(7)The entire commitment proceedings shall be concluded within 130 (one hundred and thirty) working days of the receipt of the Commitment Application complete in all respect in terms of regulation 3, failing which the inquiry under section 26 of the Act against the Commitment Applicant shall stand resumed.

Provided that the Commission may extend the said period of 130 (one hundred and thirty) working days by such further period as may be specified, if deemed appropriate, for reasons to be recorded in writing.

(8)The Commission may seek clarification, information, or data from the Commitment Applicant, as deemed appropriate, which shall be provided by the Commitment Applicant within the time specified by the Commission.

(9)Notwithstanding the above provisions, a Commitment Application may also be rejected at any time on the following grounds:

(a)Where the Commitment Applicant refuses to receive or respond to the communications sent by the Commission.

(b)Where the Commitment Applicant violates in any manner or does not abide by the undertaking and waivers given as per Schedule-I.

(10)The Commission shall before passing an order rejecting a Commitment Application under clause (b) and (e) of sub-regulation (5), sub-regulation (6) and sub-regulation (9) above, grant the Commitment Applicant an opportunity of being heard.

(11)The rejection under this regulation shall be communicated to the Commitment Applicant:

Provided that the Commitment Applicant shall continue to be bound by undertakings and waivers given as per Schedule I.

Reg. 5. Invitation of objections and suggestions on proposal for commitment.

(1)While considering the commitments offered, the Commission shall provide an opportunity to the party concerned, the Director General, or any other party to submit their comments, objections, or suggestions, if any, within 21 (twenty one) days. For the said purpose, the Commission would share a summary, not containing any confidential information, comprising of prima facie opinion of the Commission expressed in the order issued under sub-section (1) of section 26 of the Act along with details of the competition concerns, alleged contraventions, duly capturing commitments offered by the Commitment Applicant, how they address the competition concerns and any other detail as deemed fit.

Provided that the Commission may also invite public to submit comments, objections and suggestions, if any, within 21 (twenty one) days, by publishing the above-mentioned summary on its website.

(2)The comments, objections and suggestions filed by the concerned parties shall contain the following details:

a)name and contact details including address, telephone number, email of the concerned party and its authorised representative(s), if any.

b)statement of comments, objections and suggestions duly authenticated by the authorised representative and supported by relevant documents.

c)a summary of the comments, objections and suggestions not running into more than four pages.

d)any other information that may assist the Commission in determining the terms of the commitment.

Reg. 6. Nature and effect of commitment order.

(1)The order passed by the Commission agreeing to the commitments offered shall not be construed as a finding of contravention by the Commission against the Commitment Applicant.

(2)Filing of the Commitment Application or issuance of commitment order by the Commission shall have no bearing on the inquiry under section 26 of the Act in relation to the alleged contraventions, in respect of the other parties to the inquiry who are not part of the commitment proceedings.

(3)The commitment order shall be final and binding upon the Commitment Applicant.

Reg. 7. Assessment of the terms of the commitment.

The Commission shall while considering the nature, gravity and impact of the alleged contraventions and effectiveness of the commitments offered, have due regard to all or any of the following factors, including:

(a)the nature of conduct, its type, duration and extent of the alleged contraventions;

(b)whether the commitment terms address the identified competition concerns, alleged contraventions, and the same can be implemented effectively and expeditiously besides being easy to monitor;

(c)whether the terms of commitment make the markets more contestable;

(d)procedural efficiencies, self-executing terms and early correction of market distortions;

(e)whether the Commitment Applicant, has previously been found to have contravened any provision of the Act or any investigation or inquiry is pending against the Commitment Applicant in respect of any alleged violation of the provisions of the Act or whether the Commitment Applicant has previously made any settlement or commitment application(s);

(f)whether the Commitment Applicant has already modified its conduct and policies which have been found to be in prima facie violation of the Act by the Commission or steps taken by the Commitment Applicant to minimize future violations or lapses;

(g)any other factor, as may be deemed appropriate by the Commission in the facts and circumstances of the case.

Reg. 8. Fee under sub-section (1) of section 48B of the Act.

(1)Every application received under sub-section (1) of section 48B of the Act by the Commission shall be accompanied with proof of payment of non-refundable fees as under:

(a)Rs. 2,50,000 (rupees two lakh fifty thousand) only in case the Commitment Applicant has a total turnover of up to Rs. 50,00,00,000 (rupees fifty crores) in India in the preceding financial year; or

(b)Rs. 10,00,000 (rupees ten lakh) only in case the Commitment Applicant has a total turnover exceeding Rs. 50,00,00,000 (rupees fifty crores) and up to Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding financial year; or

(c)Rs. 50,00,000 (rupees fifty lakh) only in case the Commitment Applicant has a total turnover exceeding Rs. 500,00,00,000 (rupees five hundred crores) in India in the preceding year.

(2)The fee can be paid either by tendering demand draft or pay order or banker’s cheque, payable in favour of Competition Commission of India (Competition Fund), New Delhi or through Electronic Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition Fund), Account No. 1988002100187687 with “Punjab National Bank, Bhikaji Cama Place, New Delhi- 110066”.

Reg. 9. Implementation and monitoring of commitment order.

Where the Commission is of the opinion that the implementation of the commitments needs monitoring, it may appoint agencies to oversee such implementation in terms of the Competition Commission of India (General) Regulations, 2009 and on such terms and conditions as may be specified by the Commission.

Reg. 10. Revocation of the Commitment Order.

(1)If a Commitment Applicant fails to comply with the order passed by the Commission under section 48B of the Act or it comes to the notice of the Commission that the Commitment Applicant has not made full and true disclosure during the commitment proceedings or there has been a material change in the facts, the order passed under section 48B of the Act shall stand revoked and withdrawn.

Provided that before making an opinion in this regard, the Commission shall give an opportunity to the Commitment Applicant to show-cause, within a period of 15 working days from the date of receipt of the show-cause notice, as to why the Commission should not form an opinion that the Commitment Applicant has failed to comply with the order passed by the Commission under section 48B of the Act or the Commitment Applicant has failed to make full and true disclosure during the commitment proceedings or there has been a material change in the facts, as the case may be.

(2)Where the commitment order stands revoked and withdrawn as per sub-regulation (1) above, the Commitment Applicant shall be liable to pay legal costs incurred by the Commission, as may be determined by the Commission, subject to a maximum of rupees one crore which shall be paid in terms of sub-regulation (2) of regulation 8.

(3)Such legal costs imposed upon a Commitment Applicant shall be recoverable in the same manner under section 39 of the Act read with the Competition Commission of India (Manner of Recovery of Monetary Penalty) Regulations, 2011, as has been prescribed for recovery of penalty imposed under the Act.

(4)Further, where the commitment order stands revoked and withdrawn as per sub-regulation (1) above, the Commission may also restore or initiate against the Commitment Applicant, inquiry or investigation in respect of which the order under section 48B was passed.

Reg. 11. Power to use information.

(1)Where the Commission has revoked and withdrawn its commitment order in terms of section 48C of the Act read with regulation 10, the Commission and the Director General may rely upon the information and document(s) submitted by the Commitment Applicant in the proceedings under the Act.

(2)Where a Commitment Application is rejected or withdrawn, the Commission and the Director General may use the information gathered from sources other than Commitment Applicant in the proceedings under the Act.

(3)The Commission may, subject to the provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009 read with section 57 of the Act, use the information submitted by the Commitment Applicant against other parties to the inquiry who are not part of the commitment proceedings.

(4)The facts established against the Commitment Applicant or admitted in any ongoing or concluded proceedings in India or outside India, with respect to the same cause of action, under any law, shall be deemed to be admitted by the Commitment Applicant in respect of the proceedings proposed to be closed under these regulations.

Reg. 12. Partial commitments offered not to affect inquiry in respect of other alleged contraventions.

If the Commitment Application is made in respect of some of the contraventions noted by the Commission in its order passed under sub-section (1) of section 26 of the Act, the inquiry qua remaining contraventions mentioned therein shall continue.

Reg. 13. Request for Confidentiality.

(1)If any request for confidentiality of information or document(s) is submitted during commitment proceedings, such request may be filed as per the procedure laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time.

(2)Such request for confidentiality shall be duly considered in accordance with the provisions laid down in the Competition Commission of India (General) Regulations, 2009, as amended from time to time read with section 57 of the Act.

Reg. 14. Inspection and certified copies of documents.

(1)Notwithstanding anything contained to the contrary in regulation 37 and regulation 50 of the Competition Commission of India (General) Regulations, 2009, inspection and certified copies of documents submitted during commitment proceedings may be granted only to the Informant and the Commitment Applicant.

Provided that the inspection and certified copies of the confidential version of such documents shall be granted as per provisions of regulation 35 of the Competition Commission of India (General) Regulations, 2009.

(2)Inspection and certified copies of comments received under regulation 5 shall be allowed only after expiry of the period of 21 (twenty-one) days mentioned therein.

Reg. 15. Powers to determine procedure in certain circumstances.

In a situation not provided for in these regulations, the Commission may, for reasons to be recorded in writing, determine the procedure in a particular case.

Reg. 16. Power to remove difficulties.

In the matter of implementation of these regulations, if any doubt or difficulty arises, the Commission shall have the powers to issue clarifications and specify procedures through circulars or guidelines and the decision of the Commission thereon shall be binding.

If an applicant fails to comply with the order passed under section 48A or section 48B or it comes to the notice of the Commission that the applicant has not made full and true disclosure or there has been a material change in the facts, the order passed under section 48A or section 48B, as the case may be, shall stand revoked and withdrawn and such enterprise shall be liable to pay legal costs incurred by the Commission which may extend to rupees one crore and the Commission may restore or initiate the inquiry in respect of which the order under section 48A or section 48B was passed.]

⁸⁷[(1)The Central Government may, in formulating a policy on competition (including review of laws related to competition) or on any other matter, and a State Government may, in formulating a policy on competition or on any other matter, as the case may be, make a reference to the Commission for its opinion on possible effect of such policy on competition and on the receipt of such a reference, the Commission shall, within sixty days of making such reference, give its opinion to the Central Government, or the State Government, as the case may be, which may thereafter take further action as it deems fit.]

(2)The opinion given by the Commission under sub-section (1) shall not be binding upon the Central Government ⁸⁸[or the State Government, as the case may be,] in formulating such policy.

(3)The Commission shall take suitable measures ⁸⁹*** for the promotion of competition advocacy [or culture], creating awareness and imparting training about competition issues.

The Central Government may, after due appropriation made by Parliament by law in this behalf, make to the Commission grants of such sums of money as the Government may think fit for being utilised for the purposes of this Act.

(1)There shall be constituted a fund to be called the “Competition Fund” and there shall be credited thereto—

(a)all Government grants received by the Commission; ⁹⁰* * * * *

(c)the fees received under this Act;

(d)the interest accrued on the amounts referred to in ⁹¹[clauses (a) and (c)]. [(e) all sums received by the Commission from such other sources as may be decided upon by the Government.]

(2)The Fund shall be applied for meeting—

(a)the salaries and allowances payable to the Chairperson and other Members and the administrative expenses including the salaries, allowances and pension payable to the Director General, Additional, Joint, Deputy or Assistant Directors General, the Registrar and officers and other employees of the Commission;

(b)the other expenses of the Commission in connection with the discharge of its functions and for the purposes of this Act.

(3)The Fund shall be administered by a committee of such Members of the Commission as may be determined by the Chairperson.

(4)The committee appointed under sub-section (3) shall spend monies out of the Fund for carrying out the objects for which the Fund has been constituted.

(1)The Commission shall maintain proper accounts and other relevant records and prepare an annual statement of accounts in such form as may be prescribed by the Central Government in consultation with the Comptroller and Auditor-General of India.

(2)The accounts of the Commission shall be audited by the Comptroller and Auditor-General of India at such intervals as may be specified by him and any expenditure incurred in connection with such audit shall be payable by the Commission to the Comptroller and Auditor-General of India.

Explanation.—For the removal of doubts, it is hereby declared that the orders of the Commission, being matters appealable to the ⁹²[Appellate Tribunal or the Supreme Court], shall not be subject to audit under this section.

(3)The Comptroller and Auditor-General of India and any other person appointed by him in connection with the audit of the accounts of the Commission shall have the same rights, privileges and authority in connection with such audit as the Comptroller and Auditor-General of India generally has, in connection with the audit of the Government accounts and, in particular, shall have the right to demand the production of books, accounts, connected vouchers and other documents and papers and to inspect any of the offices of the Commission.

(4)The accounts of the Commission as certified by the Comptroller and Auditor-General of India or any other person appointed by him in this behalf together with the audit report thereon shall be forwarded annually to the Central Government and that Government shall cause the same to be laid before each House of Parliament.

(1)The Commission shall furnish to the Central Government at such time and in such form and manner as may be prescribed or as the Central Government may direct, such returns and statements and such particulars in regard to any proposed or existing measures for the promotion of competition advocacy, creating awareness and imparting training about competition issues, as the Central Government may, from time to time, require.

(2)The Commission shall prepare once in every year, in such form and at such time as may be prescribed, an annual report giving a true and full account of its activities during the previous year and copies of the report shall be forwarded to the Central Government.

(3)A copy of the report received under sub-section (2) shall be laid, as soon as may be after it is received, before each House of Parliament.