Acquisitions, mergers and amalgamations that cross the asset or turnover thresholds in the Competition Act 2002, or that are worth more than Rs 2,000 crore where the target has substantial business operations in India, must be approved by the Competition Commission of India (CCI) before closing. Insolvency is governed by the Insolvency and Bankruptcy Code 2016 (IBC) and heard by the National Company Law Tribunal (NCLT). Major IBC amendments took effect on 26 May 2026, shortening admission and liquidation timelines and creating a creditor-initiated process.
When a deal needs CCI approval
A combination is notifiable if the parties, or the group the target will join, cross the asset or turnover thresholds in section 5 of the Competition Act, as revised in March 2024. A target with Indian assets of not more than Rs 450 crore or Indian turnover of not more than Rs 1,250 crore is normally exempt (the small target exemption).
Since 10 September 2024 a second test applies: a transaction valued above Rs 2,000 crore is notifiable if the target has substantial business operations in India, even if the small target exemption would otherwise apply. For digital services this means at least 10% of global users are in India; for other businesses, Indian turnover or gross merchandise value of at least 10% of the global figure and above Rs 500 crore. Deal value includes direct, indirect, immediate and deferred consideration, and if the value cannot be established with reasonable certainty the threshold is treated as met. This catches offshore acquisitions of technology and consumer businesses with large Indian user bases.1234
Review timetable and gun-jumping
The CCI must form a prima facie opinion within 30 days of a valid notice, and a combination is deemed approved if no order is passed within 150 days. Combinations with no horizontal, vertical or complementary overlap can use the green channel, under which approval is deemed on filing, but the approval is void if the parties did not in fact qualify.
Closing before approval (gun-jumping) can attract a penalty of up to 1% of the total turnover, assets or the value of the transaction, whichever is higher. Pre-filing consultation with the CCI is available and is useful where the deal value or substantial business operations test is unclear.5678
Insolvency under the IBC
A financial or operational creditor, or the company itself, may apply to the NCLT to start a corporate insolvency resolution process (CIRP) where a company defaults on at least Rs 1 crore. Once admitted, a moratorium halts suits and enforcement against the company, an insolvency professional takes control, and a committee of financial creditors decides on a resolution plan, which needs at least 66% of their voting share.
The CIRP must be completed within 180 days, extendable once by up to 90 days, and in any case within 330 days including litigation. Solvent reorganisations are generally carried out separately as schemes of arrangement under the Companies Act 2013, also before the NCLT.91011
IBC changes in force from 26 May 2026
The IBC (Amendment) Act 2026 received assent on 6 April 2026 and most of its provisions took effect on 26 May 2026. The NCLT must now admit or reject creditor and debtor applications within 14 days, after giving seven days to cure defects; withdrawal of an admitted case needs 90% of the creditors' committee and is allowed only between its constitution and the first invitation for resolution plans; and liquidation must be completed within 180 days, extendable by up to 90 days.
The amendment adds a creditor-initiated insolvency resolution process that notified classes of financial institutions can start, with the approval of 51% of the relevant financial creditors and 30 days' notice to the debtor, to be completed within 150 days (extendable once by 45 days). It also enables rules for group insolvency, where companies are linked by control or 26% or more of voting rights. Some provisions of the amending Act were not brought into force on 26 May 2026, so the current text should be checked for any specific point.1213141516
| Test | Threshold | Notes |
|---|---|---|
| Parties: assets in India | More than Rs 2,500 crore | Or worldwide assets above USD 1.25 billion including at least Rs 1,250 crore in India |
| Parties: turnover in India | More than Rs 7,500 crore | Or worldwide turnover above USD 3.75 billion including at least Rs 3,750 crore in India |
| Group: assets in India | More than Rs 10,000 crore | Or worldwide assets above USD 5 billion including at least Rs 1,250 crore in India |
| Group: turnover in India | More than Rs 30,000 crore | Or worldwide turnover above USD 15 billion including at least Rs 3,750 crore in India |
| Small target exemption | Target India assets up to Rs 450 crore or India turnover up to Rs 1,250 crore | Does not apply if the deal value threshold is met |
| Deal value threshold | Transaction value above Rs 2,000 crore | Only where the target has substantial business operations in India |
How it works, step by step
- Test the deal against the asset and turnover thresholds, the small target exemption and the deal value and substantial business operations tests, including deferred and contingent consideration.1234Parties and advisers
- Where the position is unclear, seek a pre-filing consultation.8Competition Commission of India
- File the notice (green channel where there is no overlap) and do not close until approval.67Competition Commission of India
- CCI forms a prima facie view within 30 days; a combination is deemed approved if no order is made within 150 days.5Competition Commission of India
No timings or fees are shown unless an official source states them.
Documents usually needed
- Transaction documents showing all consideration, including deferred, contingent and non-compete payments, for the deal value test
- Audited financial statements showing Indian and worldwide assets and turnover of the parties and their groups
- Evidence of Indian users, gross merchandise value or turnover against global figures for the substantial business operations test
- Group structure chart identifying control and overlapping or vertically related businesses
- For insolvency matters: loan and security documents, record of default and the creditor's claim with supporting evidence
Common mistakes
- Relying on the small target exemption for a high-value acquisition: it falls away when the deal value exceeds Rs 2,000 crore and the target has substantial business operations in India.
- Leaving deferred or uncertain consideration out of the deal value; where the value cannot be established with reasonable certainty, the threshold is treated as met.
- Closing, or giving the buyer control or influence, before CCI approval, which risks a gun-jumping penalty based on turnover, assets or deal value.
- Using pre-2026 IBC assumptions about withdrawal, admission and liquidation timelines, which changed on 26 May 2026.
- Filing on the green channel without a full overlap analysis: the deemed approval is void if the deal did not qualify.
When the business crosses borders
- Offshore acquisitions can be notifiable in India through the deal value threshold where at least 10% of the target's global users, or a qualifying share of its turnover or gross merchandise value, are in India.
- Worldwide asset and turnover tests count foreign groups, but each requires a minimum Indian nexus.
- Foreign investment screening, including the government-approval route for investors from countries sharing a land border with India, sits alongside merger control and is covered in the establishment area.
- Foreign creditors can use the IBC on the same terms as domestic creditors, but cross-border insolvency procedures with recognition of foreign proceedings were not confirmed as in force.
Questions businesses ask
Our offshore target has no Indian entity. Can the deal still need CCI approval?
Yes. If the transaction value exceeds Rs 2,000 crore and the target has substantial business operations in India, for example at least 10% of its global users in India for a digital service, it is notifiable regardless of where the target is incorporated.34
What this guide does not yet confirm
These points need checking with a qualified local professional in India before you rely on them.
- The section 5 party and group thresholds are taken from a secondary source; the March 2024 Gazette notification could not yet be checked.
- CCI filing fees, Form II triggers and clock-stop practice were not confirmed on an official page.
- SEBI takeover rules (open-offer triggers for listed targets) and foreign investment screening under Press Note 3 (2020) were not verified.
- The classes of financial institutions eligible to use the new creditor-initiated process and the group insolvency rules were not confirmed as notified.
- Several provisions of the IBC (Amendment) Act 2026 (including sections 7, 40, 42, 45, 47, 60, 67 and 71) were not brought into force on 26 May 2026; their status should be checked.
- Whether India has adopted a cross-border insolvency framework based on the UNCITRAL Model Law was not confirmed.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Since 7 March 2024 a combination is notifiable to the CCI where the parties have assets in India of more than Rs 2,500 crore or turnover in India of more than Rs 7,500 crore, or the group has assets in India of more than Rs 10,000 crore or turnover in India of more than Rs 30,000 crore, with alternative worldwide tests that require a minimum Indian nexus. Section 5 of the Competition Act 2002 as revised by notification; worldwide tests: parties USD 1.25 billion assets or USD 3.75 billion turnover, group USD 5 billion assets or USD 15 billion turnover, each including at least Rs 1,250 crore assets or Rs 3,750 crore turnover in India.
Secondary source (last verified June 2026). The CCI notifications page did not render its list, so the Gazette notification could not yet be checked.
Under the Competition (Minimum Value of Assets or Turnover) Rules 2024, a combination does not need to be notified where the target has assets in India of not more than Rs 450 crore or turnover in India of not more than Rs 1,250 crore. Small target (de minimis) exemption; does not apply where the deal value threshold is met.
Effective date from secondary source; the CCI newsletter gives the figures but not the date.
A transaction whose value exceeds Rs 2,000 crore is notifiable to the CCI where the target has substantial business operations in India. Section 5(d) of the Competition Act inserted by the Competition (Amendment) Act 2023; in force from 10 September 2024; applies even where the small target exemption would otherwise apply. Value includes direct, indirect, immediate and deferred consideration; if it cannot be established with reasonable certainty the threshold is deemed met.
Also confirmed in the Competition (Amendment) Act 2023 on the CCI website.
A target has substantial business operations in India if, for digital services, 10% or more of its global users are in India, or, for other businesses, its Indian gross merchandise value or turnover is 10% or more of the global figure and above Rs 500 crore. CCI (Combinations) Regulations 2024, in force 10 September 2024. The Rs 500 crore floor does not apply to digital services.
Measurement periods for users, GMV and turnover are set in the Regulations and were not verified here.
The CCI must form a prima facie opinion on a combination within thirty days of notice, and a combination is deemed approved if no order is passed within one hundred and fifty days of notice. Sections 29(1B), 6(2A) and 31(6) of the Competition Act as amended by the Competition (Amendment) Act 2023 (previously 210 days).
Commencement date for these provisions per CCI Fair Play Volume 50.
Combinations with no horizontal overlap and no vertical or complementary relationship between the parties are deemed approved on the day the notice is filed under the green channel route. CCI (Combinations) Regulations 2024; deemed approval is void if the combination did not qualify.
Voidness where the deal did not qualify is from a secondary source (iPleaders).
Failure to notify a notifiable combination can attract a penalty of up to one per cent of the total turnover or assets, or of the value of the transaction, whichever is higher. Section 43A of the Competition Act as substituted by the Competition (Amendment) Act 2023.
The Competition Commission of India offers pre-filing consultations for combinations. Informal and non-binding guidance before filing.
Home page menu entry seen; the non-binding nature is general practice and was not confirmed on the page.
The Central Government has specified one crore rupees as the minimum amount of default for starting insolvency proceedings against a corporate debtor under the IBC. Notification S.O. 1205(E) dated 24 March 2020 under the proviso to section 4 of the Insolvency and Bankruptcy Code 2016; the statutory cap is Rs 1 crore.
A corporate insolvency resolution process must be completed within 180 days of admission, extendable once by up to 90 days, and must in any case be completed within 330 days of the insolvency commencement date including extensions and legal proceedings. Section 12 of the IBC.
Consolidated text up to August 2021; the 2026 amending Act text reviewed did not show a change to the 330-day limit, but a consolidated post-2026 text was not available.
A resolution plan requires approval by not less than 66% of the voting share of the financial creditors in the committee of creditors. Section 30(4) of the IBC; on admission a moratorium on suits and enforcement against the corporate debtor applies under section 14.
The Insolvency and Bankruptcy Code (Amendment) Act 2026 (No. 6 of 2026) received assent on 6 April 2026, and most of its provisions were brought into force on 26 May 2026. Notification S.O. 2625(E) dated 22 May 2026. Not brought into force by that notification: sections 7, 40, 42, 45, 47, 60, 67 and 71, parts of section 34, section 69(b) and section 70(b)(xx) of the amending Act.
Assent date from the Act as published on the IBBI website.
The Adjudicating Authority must admit or reject an insolvency application by a financial creditor, operational creditor or the corporate debtor within fourteen days of receipt, after giving seven days' notice to rectify defects before any rejection. Sections 7(5), 9(5) and 10(4) of the IBC as amended by the IBC (Amendment) Act 2026; reasons must be recorded if the deadline is missed.
Commencement on 26 May 2026 assumed from S.O. 2625(E); confirm that the specific amending sections are among those notified.
An admitted insolvency application may be withdrawn only with approval of ninety per cent of the voting share of the committee of creditors, and not before the committee is constituted or after the first invitation for resolution plans. Section 12A of the IBC as amended by the IBC (Amendment) Act 2026; the Adjudicating Authority must decide within 30 days.
Commencement on 26 May 2026 assumed from S.O. 2625(E).
The IBC now provides a creditor-initiated insolvency resolution process that a financial creditor belonging to a class of financial institutions notified by the Central Government may start after default, with approval of 51% of the relevant financial creditors and at least 30 days' notice to the debtor, to be completed within 150 days, extendable once by up to 45 days. New Chapter IV-A (sections 58A to 58K) inserted by the IBC (Amendment) Act 2026; applies only to corporate debtors within notified categories and excludes those in, or recently through, another insolvency process; may convert to a CIRP.
Use depends on Central Government notifications of eligible institutions and debtors, which were not confirmed.
A liquidator must complete liquidation and apply for dissolution within 180 days of the liquidation commencement date, which the Adjudicating Authority may extend by up to 90 days. Section 54(1) of the IBC as amended by the IBC (Amendment) Act 2026.
Commencement on 26 May 2026 assumed from S.O. 2625(E). The amending Act also enables group insolvency rules (new section 59A; group linked by control or 26% or more of voting rights).
Questions on this topic
16 statements on m&a approvals, merger control and insolvency in India
