INDIA Law and Practice Contributed by: Anshuman Sakle, Anisha Chand, Pranjal Prateek and Soham Banerjee, Khaitan & Co
evant rules formulated by the CCI or under notifica - tions issued by the MCA. Pertinently, the CCI cannot review a transaction that does not exceed any of the notification thresholds. The Exemption Rules exempt certain types of transac - tions from requiring an approval from the CCI provided the conditions set out under the Exemption Rules are met. The following is an illustrative list of transactions exempted under the Exemption Rules. • Ordinary cause acquisitions – Acquisition of shares by underwriters, stockbrokers and mutual funds under prescribed shareholding limits are exempted. • Minority acquisitions – An acquisition of less than 25% shares or voting rights is exempted provided the acquisition does not lead to the acquisition of control and the transaction is made solely as an investment. • Incremental acquisitions – Incremental acquisitions (i) below 25%; (ii) between 25% and 50%; and (iii) above 50% are also exempt provided there is no change in control. • Intra - group transactions – Intra-group share acqui - sitions, mergers, amalgamations and asset acquisi - tions are exempted provided the transaction does not result in any change in control. • Demerger – Demergers where the shares of the resulting company are acquired either by the demerged entity or by shareholders of the demerged entity are also exempted. Additionally, transactions where the target has either (i) Indian assets of not more than INR4.5 billion (approxi - mately USD47.06 million) or (ii) Indian turnover of not more than INR12.5 billion (approximately USD130.71 million) also do not require an approval from the CCI, provided the transaction does not breach the deal value threshold (Target Exemption). In addition to the above, the MCA from time to time also exempts through notification exemptions for transactions involving specific industries. 2.2 Failure to Notify Failure to notify a transaction that exceeds the notifi - cation thresholds, or the consummation of a notifiable
transaction in part or whole before the receipt of CCI approval, will amount to gun-jumping. Penalties for gun-jumping may extend up to (i) 1% of the total turnover or assets of the parties, or (ii) the val - ue of the transaction, whichever is higher. For acqui - sitions, the gun-jumping penalty is only imposed on the acquirer; for mergers/amalgamations, the penalty is imposed on all the merging/amalgamating parties. While in principle the CCI can impose substantial penalties, in practice the actual penalty imposed by the CCI is much less, and the CCI always consid - ers multiple mitigating factors when determining the quantum of penalty. Over the last three years, pen - alties have ranged between INR0.5 million (approxi - mately USD5,228) and INR5 million (approximately USD52,284). Where the CCI imposes a penalty for gun-jumping, it issues a reasoned order which is published on its website. Where an inquiry concludes without a finding of gun-jumping, the order is typically not made public. In the calendar year (CY) ended 31 December 2025, the CCI imposed five penalties for gun-jumping. To date (of publication of this guide, 7 July 2026), in CY 2026, the CCI has imposed two penalties for gun- jumping. These are summarily described below. In CY 2026, the CCI has imposed the following penal - ties. • The CCI penalised an entity engaged in the logis - tics sector for failing to notify a transaction involv - ing a change from joint control to sole control. • The CCI penalised a healthcare operator for fail - ing to notify interconnected transactions. Noting that the acquirer was a repeat defaulter but had (i) disclosed the transaction voluntarily and (ii) co-operated with the CCI as a part of its inquiry process, the CCI imposed a penalty of INR5 million (approximately USD52,284). In CY 2025, the following penalties were imposed. • The CCI penalised a global financial sponsor INR4 million (approximately USD41,828) for incorrectly
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