Corporate Restructuring, Valuation and Insolvency · Regulation of Combinations

Notice of Combination to CCI: Filing Procedure and Standstill

Updated 11 October 2026 · Fact-checked

A notice of combination is the filing a person or enterprise makes with the Competition Commission of India before completing a notifiable deal. Under section 6(2), you file after the board approval or signed agreement, but before consummation. Under section 6(2A), the deal cannot take effect until 150 days pass or the CCI passes an order under section 31, whichever is earlier.

Understand Notice of Combination and Filing Requirements

A combination (an acquisition, acquisition of control, or merger or amalgamation that crosses the thresholds in section 5) must not cause an appreciable adverse effect on competition in India. Section 6(1) says such a combination is void. To make this check possible, the law asks the parties to tell the CCI about the deal in advance.

Section 6(2) puts the duty on the person or enterprise that proposes to enter into the combination. The word is "shall". Before 2011 the notice was optional; it became compulsory from 1 June 2011. The notice goes in the form specified by regulations, with the fee fixed by regulations, and must disclose the details of the proposed combination.

Timing changed under the Competition (Amendment) Act, 2023, effective 10 September 2024. The old rule was to file within thirty days of the trigger event. That 30-day limit is gone. Now you file after a trigger event but before consummation. The trigger events are: (a) approval of the merger or amalgamation proposal by the board of directors of the enterprises concerned; or (b) execution of any agreement or other document for the acquisition, or for acquiring control. "Other document" is defined widely. It includes any document conveying a decision to acquire control, shares, voting rights or assets. For a hostile acquisition, it includes the acquirer's own document of decision. Where a public announcement is made under the SEBI Takeover Regulations, 2011, that public document counts.

Standstill: under section 6(2A), no combination can come into effect until 150 days have passed from the day the notice was given, or the CCI has passed orders under section 31, whichever is earlier. The earlier period was 210 days. In practice the CCI aims to decide well within this outer limit. Under section 29(1B), the CCI must form its prima facie opinion within thirty days of receiving the notice.

The Act now also provides a deemed approval route in section 6(4) to (6), commonly called the green channel. If a combination meets the prescribed criteria and is not otherwise exempt, the parties may file a notice under section 6(4) in the specified form with the specified fee. A separate section 6(2) notice is then not needed. On filing and the CCI's acknowledgement, the combination is deemed approved under section 31(1) and no other approval is needed under section 6(2) or 6(2A). The approval is void ab initio if the CCI finds that the criteria are not met, or that the information or declarations are materially incorrect or incomplete. The CCI must first give the parties a hearing.

Key rules to remember

Duty to notify: Section 6(2): proposing person or enterprise shall give notice to CCI, in specified form with fee, disclosing details of the proposed combination; Mandatory since 1 June 2011. Applies to combinations that are notifiable, i.e. not exempt.
Timing window: File AFTER (board approval of merger/amalgamation OR execution of agreement/other document) but BEFORE consummation; The former 30-day deadline from the trigger was replaced by this window from 10 September 2024.
Standstill: Section 6(2A): no effect until earlier of (150 days from notice) or (CCI order under section 31); Earlier text said 210 days. Use 150 days.
Prima facie opinion: Section 29(1B): CCI forms prima facie opinion within 30 days of receiving notice under section 6(2); If prima facie adverse effect is seen, a show-cause notice under section 29(1) follows. The parties respond within 15 days.
Green channel (deemed approval): Section 6(4) to (6): notice in specified form and fee; on acknowledgement, deemed approved under section 31(1); Void ab initio if criteria not met or information materially incorrect or incomplete, after a hearing.
Void combination: Section 6(1): combination causing or likely to cause appreciable adverse effect on competition within relevant market in India is void; This is the substantive test behind the filing duty.
Carve-out for investors: Section 6(9): section 6 does not apply to share subscription or financing facility or acquisition by a public financial institution, foreign portfolio investor, bank or Category I AIF, pursuant to a covenant of a loan or investment agreement; Applies only to acquisitions made under such a covenant.
Look-back inquiry: Section 20(1): CCI may inquire on its own into a combination, but not after one year from the date it took effect; Applies even where no notice was filed.

How to solve Notice of Combination and Filing Requirements questions

Use this order for any question on notice of combination. Facts first, rule second, conclusion last.

1Identify the deal: acquisition of shares, voting rights, assets or control, or a merger or amalgamation. Check whether it is a combination meeting the section 5 thresholds and not exempt. If the facts do not say, state your assumption.
2Identify the trigger event: board approval of a merger or amalgamation proposal, or execution of an agreement or other document. Remember that the explanation to section 6(2) widens "other document", including a public announcement under the SEBI Takeover Regulations.
3State who must file: the person or enterprise proposing to enter into the combination, under section 6(2). Mention the specified form and fee under regulations.
4Apply the timing rule: notice can be given after the trigger but must be given before consummation. Say clearly that the old 30-day limit has been removed.
5Apply the standstill rule: no effect until 150 days from notice or an order under section 31, whichever is earlier. Check whether the parties have closed early.
6Consider the green channel under section 6(4) to (6) if the facts say the deal meets the prescribed criteria. Note deemed approval and the risk of the approval being void ab initio.
7Check for a carve-out such as section 6(9) or an exemption under section 6(7).
8Conclude: state whether notice was due, whether the timing or standstill was breached, and the consequence or advice.

Quickest way: Trigger, Window, Standstill

When to use it: Use this for short-answer or fact-based questions where you have about ten minutes.

Write the trigger in one line: board approval or agreement or other document.
Write the window: file after trigger, before consummation. Add: 30-day limit removed from 10 September 2024.
Write the standstill: 150 days or section 31 order, whichever is earlier (section 6(2A)).
Add one line on the green channel: section 6(4) to (6), deemed approval, void ab initio if wrong.
Apply to the facts and conclude in two lines.

Common mistakes in Notice of Combination and Filing Requirements

Writing that notice must be filed within 30 days of the trigger event.
Older study notes and past answers carry the earlier rule.
Fix: Say the 30-day limit was replaced. Notice is now given after the trigger event but before consummation.
Stating the standstill as 210 days.
Students memorise the pre-amendment figure.
Fix: Use 150 days from the day notice is given, or an order under section 31, whichever is earlier.
Treating the notice as optional.
The pre-2011 wording said the person could file at its option.
Fix: Section 6(2) says "shall". Filing is compulsory for a notifiable combination.
Confusing the 30-day period in section 29(1B) with a filing deadline for parties.
Both refer to thirty days, so they blur together.
Fix: Section 29(1B) binds the CCI: it must form its prima facie opinion within thirty days of receiving the notice. It is not a deadline for the parties.
Saying green channel filings are never reviewed or can never be undone.
The words "deemed approved" suggest finality.
Fix: Deemed approval under section 6(5) is void ab initio if the criteria are not met or the information is materially incorrect or incomplete, after the parties are heard.
Treating only the signed agreement as the trigger.
Students ignore board approval and the wider meaning of other document.
Fix: List both limbs: board approval for mergers or amalgamations, and agreement or other document for acquisitions or control. Include the public announcement under the SEBI Takeover Regulations.

Worked examples

Example 1

Ashoka Textiles Ltd signed a share purchase agreement on 5 March to acquire control of Bharat Yarns Ltd. The deal meets the section 5 thresholds and no exemption applies. The parties plan to close the deal on 20 March and say they have 30 days from signing to file. Advise.

Show the solution

Deal: acquisition of shares and control, assumed to be a notifiable combination.
Trigger: execution of the share purchase agreement on 5 March, under section 6(2)(b).
Duty: Ashoka Textiles, as the acquirer, must give notice to the CCI in the specified form with the fee.
Timing: the 30-day limit no longer applies. The notice must be given after the trigger but before consummation. So it must be filed before 20 March.
Standstill: under section 6(2A), the deal cannot come into effect until 150 days from notice or a section 31 order, whichever is earlier. Closing on 20 March would breach this unless the CCI has already passed its order or the green channel applies with acknowledgement.
Consequence: closing early would be consummation in breach of the standstill. The CCI could also treat the combination as one to inquire into under section 20(1) within one year of its taking effect.

Answer: The advice is wrong. The 30-day period has been removed. Ashoka Textiles must file before closing, and cannot close on 20 March until 150 days pass from notice or the CCI passes a section 31 order, whichever is earlier, unless a valid green channel notice has been filed and acknowledged.

Example 2

Meera Pharma Ltd and Sundar Labs Ltd propose to merge. The boards approved the merger proposal on 10 June. A director says notice is due only when the NCLT sanctions the scheme. Another says that, if the green channel is used, the CCI's approval is permanent once acknowledged. Comment.

Show the solution

Trigger: for a merger or amalgamation, board approval of the proposal by the enterprises concerned is a trigger under section 6(2)(a). It is not necessary to wait for the NCLT.
Timing: notice may be given after 10 June, but before consummation. The first director is wrong.
Green channel: under section 6(4), if the combination meets the prescribed criteria and is not exempt, a notice in the specified form and fee replaces the section 6(2) notice.
Effect: on filing and acknowledgement, section 6(5) deems the combination approved under section 31(1). No approval is needed under section 6(2) or 6(2A).
Limit: under section 6(6), if the CCI finds that the criteria are not met, or that the information or declarations are materially incorrect or incomplete, the approval is void ab initio. A hearing must be given first.
Conclusion on the second director: partly right. Approval is immediate but not unconditional.

Answer: The first director is wrong: notice can and should be given after board approval and before consummation. The second director is only partly right: the green channel gives deemed approval on acknowledgement, but it is void ab initio if the criteria are not met or the information is materially incorrect or incomplete, after a hearing.

Exam tips

Lead with the 2024 changes: the removal of the 30-day limit and the 150-day standstill. Examiners test updates.
Quote the section numbers you are sure of: 6(1), 6(2), 6(2A), 6(4) to (6), 6(9), 29(1B) and 20(1). Do not guess section numbers for forms or fees, which sit in regulations.
In case questions, structure the answer as provision, facts, conclusion. Name the trigger event, the filer and the date by which filing must be made.
Do not state fee amounts or threshold values unless the question gives them. Say they are as specified by regulations or notification.
Mention the exceptions briefly: section 6(7) exempt categories and section 6(9) for covenant-based acquisitions by specified investors.

Practice questions from Regulation of Combinations

Notice of Combination and Filing Requirements: frequently asked questions

Is there still a 30-day time limit to file notice with the CCI?

No. The Competition (Amendment) Act, 2023 replaced the old 30-day limit from 10 September 2024. You now file after the board approval or signing of the agreement or other document, but before consummation.

What is the standstill obligation under section 6(2A)?

No combination can come into effect until 150 days have passed from the day notice is given, or the CCI has passed orders under section 31, whichever is earlier. The earlier period was 210 days.

What is the green channel route?

It is the deemed approval route in section 6(4) to (6). If a combination meets the prescribed criteria and is not otherwise exempt, you file a notice in the specified form with the fee. On acknowledgement it is deemed approved. The approval is void ab initio if the criteria are not met or the information is materially incorrect or incomplete.

Who must give the notice?

Section 6(2) puts the duty on the person or enterprise proposing to enter into the combination. The notice is in the form and with the fee specified by regulations.

Does the CCI act only on notices?

No. Under section 20(1), it can inquire on its own knowledge or information into a combination. It cannot start such an inquiry after one year from the date the combination took effect.