INDIA Law and Practice Contributed by: Anshuman Sakle, Anisha Chand, Pranjal Prateek and Soham Banerjee, Khaitan & Co
To date, the CCI has never prohibited or blocked a transaction. As set out in 4.1 Substantive Test , where the CCI determines that a transaction is likely to cause an AAEC, it will typically grant approval subject to behav - ioural and/or structural remedies. The CCI’s approval order will explain how the pre - scribed remedies are expected to address the com - petition concerns identified and will set out the steps the parties are required to take to implement them. 5.2 Parties’ Ability to Negotiate Remedies Where a transaction is likely to raise competitive con - cerns, it can be approved subject to structural and/or behavioural remedies being imposed on the transact - ing parties. The legislative framework allows parties to offer rem - edies at any time during the approval process (either during Phase I or Phase II). Further, the CCI, in its nature as a pragmatic and business-friendly regulator, has demonstrated its willingness to engage in consul - tations with transacting parties and arrive at remedies that effectively assuage competitive concerns. The CCI does not express a formal preference between structural remedies (such as divestments) or behavioural remedies (hold-separate obligations, supply obligations). In practice, it typically adopts a curated approach, combining both at times to ensure that competitive concerns arising from a transaction are effectively mitigated. The CCI passed two conditional approvals in 2025. Torrent Pharmaceuticals In the transaction involving Torrent Pharmaceuticals acquiring a controlling stake in JB Chemicals & Phar - maceuticals, the CCI’s review focused on three phar - maceutical formulations where the parties’ activities overlapped. The competitive picture was different in each market. In Lactobacillus Acidophilus and Nifedipine, the par - ties together accounted for nearly the entirety of the market, with combined shares of around 95 to 100%.
In Azelnidipine, the position was less stark but still material, with combined shares of around 45 to 50%. Across all three markets, the CCI identified risks of weakened rivalry and upward pricing pressure post- combination. Clearance was granted, but only on the basis of a remedy package that varied in intensity across the three markets. • Nifedipine – A full structural remedy, where Torrent was required to divest the Calcigard brand outright, eliminating the overlap. • Lactobacillus Acidophilus – A quasi-structural remedy, where Torrent agreed to grant an exclusive five-year licence of the Vizylac brand to an inde - pendent operator, with the brand reverting at the end of the term. • Azelnidipine – A behavioural remedy (given the comparatively lower concentration), where Torrent committed to continue supplying its Azovas brand in the market for three years, with annual price increases capped at 5%. Bharat Forge The Bharat Forge acquisition of AAM India Manufac - turing transaction illustrates the CCI’s willingness, in appropriate cases, to clear a concentrative transac - tion without requiring divestiture, provided the parties accept a sufficiently rigorous package of conduct- based safeguards. Bharat Forge (BFL) proposed to acquire the entirety of the share capital of AAM India Manufacturing (AAM). The competitive concern arose in the market for commercial vehicle axles, where the combined entity would have held a share of approximately 60 to 65%. The CCI’s review focused on three risks: • a reduction in rivalry between AAM and the BFL- controlled joint ventures operating in the same market; • a narrowing of customer choice; and • a potential dampening of innovation incentives. Rather than requiring a divestiture, the CCI accepted a remedy package combining quasi-structural and behavioural elements.
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