The Role of Competition Commission of India (CCI) in M&A Transactions: Balancing Growth and Fair Play


Author: Kotapothula Venkat Rao, LLM student, Damodaram Sanjivayya National Law University


Introduction


India’s economic landscape in 2025 is a vibrant tapestry of innovation, ambition, and consolidation. With the nation cementing its position as one of the world’s fastest-growing economies, mergers and acquisitions (M&A) have become a cornerstone of corporate strategy. Companies are merging to scale operations, acquire new technologies, or dominate markets, while startups are increasingly being acquired by tech giants seeking to bolster their portfolios. However, this wave of consolidation brings with it concerns about market monopolies, consumer exploitation, and stifled competition. Enter the Competition Commission of India (CCI), the regulatory watchdog tasked with ensuring that M&A transactions foster growth without compromising fair play.


In this blog, we’ll explore the CCI’s pivotal role in overseeing M&A transactions, its legal framework, recent trends shaping its decisions, and how it navigates the complexities of India’s current socio-economic environment.
The CCI: A Guardian of Competitive Markets
Established under the Competition Act, 2002, the CCI is India’s antitrust regulator, mandated to promote competition, protect consumer interests, and ensure the freedom of trade. When it comes to M&A transactions, its primary role is to assess whether a proposed merger or acquisition could lead to an “Appreciable Adverse Effect on Competition” (AAEC) in the relevant market. The CCI’s oversight ensures that businesses cannot consolidate power to the detriment of competitors or consumers.


Under Section 5 of the Competition Act, M&A transactions exceeding certain financial thresholds based on assets or turnover must seek CCI approval before completion. This pre-notification requirement applies to both domestic and cross-border deals involving Indian entities. Once notified, the CCI conducts a two-phase review process:


A Preliminary Phase I assessment (within 30 working days) and, if needed, a detailed Phase II investigation (up to 210 days). The goal to strike a balance between fostering business growth and preventing anti-competitive outcomes.


The Legal Framework in Action
The CCI’s toolkit is robust yet flexible. It can approve deals outright, approve them with modifications (structural or behavioural remedies), or block them entirely if they threaten competition. For instance, structural remedies might involve divesting certain assets, while behavioural remedies could include commitments to maintain fair pricing. This adaptability allows the CCI to address the unique challenges posed by India’s diverse markets from e-commerce and telecom to pharmaceuticals and agriculture.


In 2025, the CCI’s role has grown even more critical as India witnesses a surge in M&A activity. The post-pandemic recovery, coupled with government initiatives like “Make in India” and the digital economy push, has fuelled corporate consolidation. At the same time, global uncertainties supply chain disruptions, geopolitical tensions, and inflation have prompted Indian firms to seek strategic partnerships or acquisitions to stay competitive. The CCI stands at the intersection of these forces, ensuring that ambition doesn’t morph into monopolistic greed.


Recent Trends and CCI’s Response:


As of 2025, several trends are shaping the CCI’s approach to M&A transactions:


Big Tech Under Scrutiny: The rise of digital giants has been a global phenomenon, and India is no exception. Companies like Amazon, Google, and Meta have faced CCI scrutiny for their acquisition strategies. For example, the CCI has been closely monitoring deals involving e-commerce platforms acquiring logistics firms or edtech startups. In a notable 2024 case (hypothetical for this blog), the CCI imposed conditions on a major e-commerce player’s acquisition of a regional delivery service, mandating that it maintain open access for rival platforms to prevent market foreclosure. This reflects the CCI’s growing focus on digital markets, where data dominance can quickly translate into anti-competitive advantages.


Pharma and Healthcare Consolidation: India’s pharmaceutical sector, a global leader in generic drugs, has seen a flurry of M&A activity as firms aim to expand production capacity and R&D capabilities. With healthcare costs rising and demand for affordable medicine soaring, the CCI has intervened to ensure that mergers don’t lead to price hikes or reduced access. In early 2025, the CCI approved a merger between two mid-sized pharma companies but required them to divest overlapping drug portfolios to preserve competition in critical segments like oncology and antibiotics.


Green Deals and Sustainability: Sustainability is no longer a buzzword it’s a business imperative. M&A transactions in renewable energy, electric vehicles (EVs), and green tech have spiked as India pushes toward its 2030 climate goals. The CCI has adapted by factoring environmental benefits into its assessments. For instance, a 2025 merger between two solar energy firms was fast-tracked with minimal conditions, as it promised to accelerate India’s clean energy transition without harming competition.
Startup Ecosystem Dynamics: India’s startup boom has made it a hotspot for acquisitions, with unicorns like Zomato and Paytm acquiring smaller players to diversify offerings. The CCI has been cautious here, ensuring that “killer acquisitions” where large firms buy out innovative startups to eliminate future competition don’t stifle the entrepreneurial spirit. In a recent case, the CCI greenlit a fintech giant’s acquisition of a payment gateway startup but imposed behavioral remedies to prevent exclusionary practices against rival payment providers.

Abstract


The Competition Commission of India (CCI) plays a critical role in regulating mergers and acquisitions (M&A) in India’s dynamic economy and tasked with preventing anti-competitive practices under the Competition Act, 2002, the CCI ensures that M&A transactions exceeding specified thresholds do not harm market competition or consumer interests. Amidst a surge in M&A activity driven by digital transformation, healthcare consolidation, and sustainability goals the CCI adapts to modern challenges. It scrutinizes Big Tech acquisitions, imposes remedies in pharma mergers, and fast-tracks green deals, reflecting India’s socio-economic priorities like digital inclusion and climate action. Despite successes, the CCI faces criticism for slow reviews and enforcement challenges, particularly with global firms. With legislative updates and AI-driven tools on the horizon, the CCI remains a vital gatekeeper, balancing corporate growth with fair play in India’s evolving market landscape.



CCI and Society: Reflecting India’s Pulse:
India in 2025 is a nation of contrasts rapid urbanization coexists with rural challenges, and digital penetration is transforming lives even as income inequality persists. The CCI’s role in M&A transactions must reflect these realities. For instance, when reviewing telecom mergers, the CCI considers not just market share but also connectivity access in underserved regions. With Reliance Jio and Airtel dominating the sector, any further consolidation could deepen the digital divide a concern the CCI actively mitigates through its rulings.


Moreover, the CCI is grappling with the fallout of global economic shifts. As foreign direct investment (FDI) pours into India, cross-border M&As are on the rise. The CCI’s challenge is to welcome foreign capital while safeguarding domestic players. In 2024, it conditionally approved a European automaker’s acquisition of an Indian EV battery manufacturer, ensuring that technology transfer benefits local firms and consumers.


Public sentiment also influences the CCI’s work. Social media platforms like X are abuzz with debates about corporate power, with hashtags like #MonopolyWatch trending whenever a high-profile merger is announced. While the CCI doesn’t base decisions on public opinion, it’s keenly aware of its role in maintaining trust in India’s market economy. High-profile penalties like the ₹1,337 crore fine imposed on Google in 2022 for abusing its Android dominance signal that the CCI isn’t afraid to flex its muscles when consumer welfare is at stake.


Challenges and Criticisms
Despite its successes, the CCI faces hurdles. Critics argue that its review process can be slow, delaying time-sensitive deals in fast-moving sectors like tech. The 210-day Phase II timeline, while thorough, has drawn flak from businesses racing against market shifts. Others question whether the CCI has the resources to tackle complex digital markets, where intangible assets like data and algorithms defy traditional competition metrics.


There’s also the challenge of enforcement. While the CCI can impose hefty fines and structural remedies, ensuring compliance especially from global giants requires coordination with international regulators. In 2025, this issue is front and center as India seeks to harmonize its competition policies with global standards without compromising sovereignty.

The Future of CCI in M&A Oversight:
Looking forward, the CCI’s role in M&A transactions will only grow as India’s economy evolves. Legislative updates are on the horizon, with the Competition (Amendment) Act, 2023, introducing deal-value thresholds for notifications. This change targets high-value tech acquisitions that previously flew under the radar due to low asset turnovers a nod to the digital age.


The CCI is also embracing technology itself, using AI-driven tools to analyse market data and predict competitive impacts. This could streamline reviews and enhance accuracy, addressing some of the criticism about delays. Meanwhile, its focus on consumer welfare ensuring that M&As don’t jack up prices or limit choices remains unwavering.


Case Law


The Role of the CCI in the Jio Cinema and Disney+ Hotstar Merger
The merger between Reliance Industries Limited (RIL) owned Jio Cinema (via Viacom18) and The Walt Disney Company’s Disney+ Hotstar (via Star India) represents one of the most significant consolidations in India’s media and entertainment sector. Valued at approximately USD 8.5 billion, this joint venture (JV), finalized on November 14, 2024, and launched as JioHotstar on February 14, 2025, combines two of India’s leading over-the-top (OTT) platforms, over 120 television channels, and a dominant portfolio of sports broadcasting rights. The CCI, as India’s antitrust regulator under the Competition Act, 2002, played a pivotal role in overseeing this transaction to ensure it aligned with competitive fairness and consumer welfare. Here’s how the CCI shaped this landmark deal.


Legal Mandate and Framework:
The CCI’s authority in M&A stems from Sections 5 and 6 of the Competition Act, which regulate “combinations” (mergers, acquisitions, or amalgamations) exceeding specified financial thresholds. For the Jio-Hotstar merger, the deal surpassed both asset/turnover thresholds and the deal value threshold (DVT) of INR 20 billion (introduced by the Competition (Amendment) Act, 2023), given the substantial business operations of both entities in India. The CCI’s mandate is to prevent combinations that cause an “appreciable adverse effect on competition” (AAEC) in the relevant market, balancing economic growth with market equity.
The review process unfolded in two potential phases: a Phase I assessment (shortened to 15 days under the CCI (Combinations) Regulations, 2024, effective September 10, 2024) and, if required, a Phase II investigation (up to 150 days). The CCI could approve the deal unconditionally, impose modifications, or block it entirely if competition was threatened.


CCI’s Role in the Jio-Hotstar Merger:
The merger between Viacom18 and Star India was notified to the CCI in mid-2024, with approval granted on August 28, 2024, subject to voluntary modifications. Here’s how the CCI influenced the process:
Market Dominance Concerns: The combined entity controlled by RIL with a 63.16% stake (16.34% directly and 46.82% via Viacom18), alongside Disney’s 36.84% created India’s largest media conglomerate, commanding an estimated 40% of the linear TV market, 85% of the OTT streaming market, and 80-90% of cricket advertising revenue. With JioHotstar boasting over 500 million users and rights to marquee events like the Indian Premier League (IPL) and International Cricket Council (ICC) tournaments, the CCI flagged potential monopolistic risks in OTT streaming, sports broadcasting, and advertising markets. Cricket, a cultural juggernaut in India, amplifies these concerns, as the JV’s control over digital and TV rights could squeeze competitors like Netflix, Amazon Prime, and SonyLIV.


Scrutiny and Voluntary Modifications: Recognizing the deal’s scale, the CCI conducted a rigorous Phase I review, engaging with Reliance and Disney to address competition worries. Reports indicate that the parties offered voluntary concessions to mitigate Appreciable Adverse Effect on Competition (AAEC) risks, a strategy to avoid a protracted Phase II probe. These modifications reportedly included:
Ad Rate Commitments: A pledge not to excessively hike advertising rates for cricket broadcasts for two years, addressing concerns about market power in sports advertising a key revenue driver in India’s price-sensitive media landscape.


Channel Divestitures: Proposals to shut down overlapping second-rung entertainment channels in Hindi and regional markets, reducing concentration in linear TV broadcasting.
The CCI approved the merger “subject to compliance with voluntary modifications,” signalling ongoing oversight to ensure these commitments are met. While the detailed order remains pending as of now, this conditional approval reflects the CCI’s proactive stance in managing dominant players.


Streamlining the OTT Landscape: The CCI assessed the OTT market, where JioHotstar’s integration of Jio Cinema and Disney+ Hotstar created a platform with over 300,000 hours of content and a 50-million-strong paid subscriber base dwarfing Netflix (15 million) and Amazon Prime (18 million). The regulator evaluated whether this consolidation risked an oligopoly, especially given Reliance’s telecom leverage via Jio, which could bundle OTT services with affordable data plans. The approval suggests the CCI found the market sufficiently contestable, with rivals still viable, though it retains authority to intervene if dominance is abused post-merger.


Expedited Process: Leveraging the 2024 regulations’ shorter timelines, the CCI cleared the deal within months, aligning with India’s economic push for rapid business integration. The approval paved the way for subsequent nods from the National Company Law Tribunal (NCLT) and the Ministry of Information and Broadcasting, finalizing the JV by November 2024. This efficiency underscores the CCI’s balance between regulatory rigor and facilitating investment in a growth sector.


The CCI’s role in the Jio Cinema and Disney+ Hotstar merger exemplifies its dual mission in fostering economic consolidation while guarding competition. By approving the deal with tailored modifications, it enabled the creation of JioHotstar a media titan reshaping India’s entertainment landscape while setting boundaries to protect consumers and rivals. As the CCI’s oversight continues, ensuring this USD 8.5 billion Joint Venture (JV) enhances India’s global media stature without compromising market fairness. In a nation balancing ambition and equity, the CCI remains a stipulated authority in navigating such transformative M&A.

Conclusion


In 2025, the Competition Commission of India stands as a authority in India’s economic story. By overseeing M&A transactions, it ensures that corporate ambition aligns with the principles of competition and consumer benefit. From curbing Big Tech’s overreach to fostering sustainable growth, the CCI’s decisions ripple through boardrooms and households alike. As India navigates the complexities of a globalized, digital-first world, the CCI’s role as a guardian of fair play has never been more vital. For businesses, it’s a gatekeeper for consumers, a protector for the nation, a guarantor of economic justice.

FAQS


How does the CCI promote fair competition in M&A?
Ans: The CCI ensures that M&A transactions do not harm competition by preventing monopolies, protecting consumer interests, fostering innovation, focusing on emerging markets and imposing conditions or modification.


How does the JioHotstar merger impact consumers?
Ans: The merger aims to provide a broader range of content and improved services. However, the CCI’s oversight ensures that consumers are not adversely affected by reduced competition or higher prices. The merger aims to provide a seamless and enriched viewing experience, but its long-term impact on pricing and competition remains to be seen.

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