INDIA Trends and Developments Contributed by: Vaibhav Choukse, Ela Bali, Aditi Khanna and Faiz Siddiqui, JSA
Carlyle/Bequest Inc/Quest Global In October 2023, CA Plume Investments (affiliate of Carlyle group) and Bequest Inc, notified their invest - ment in Quest Global Services Pte Ltd (“Quest Glob - al”) under the GCR. Following the deemed approval, the CCI issued a show-cause notice to the parties, raising concerns regarding potential vertical and complementary link - ages between the parties’ businesses. It noted that certain products and services offered by the acquir - ers’ affiliate entities and Quest Global were procured by a common customer base and could potentially be bundled together, thereby giving rise to complemen - tary links. In response, the acquirers acknowledged inadvertent error in the overlap assessment, tendered an unconditional apology, and offered to re-file the notification in the correct notification form. On that basis, the CCI concluded that the combination did not qualify for the GCR and declared the original deemed approval void ab initio. Nevertheless, the CCI took a measured approach to penalisation, consider - ing the acquirers’ voluntary disclosure and co-oper - ation, and imposed a nominal penalty of INR4 lakhs (USD4,386), with a direction to file a fresh notification. Manipal Health/Aakash Educational The CCI passed two separate orders penalising Mani - pal Health Systems Private Limited (“Manipal Health”) and other Manipal group entities for gun-jumping, in connection with a series of acquisitions in Aakash Educational Services Limited (“Aakash Education”). The proceedings arose from two separate instances where combinations were consummated without CCI approval. First combination The first case pertained to Manipal Health’s acquisi - tion of 39.61% shareholding in Aakash Education in January 2024 following the conversion of debentures upon an event of default (the “Manipal Acquisition”). Although the combination had already been consum - mated, it was notified to the CCI only in May 2024 as part of a broader transaction involving a fresh acquisi - tion of up to 8.25% shareholding in Aakash Education by MEMG Family Offices. While approving both com - binations, the CCI initiated gun-jumping proceedings
for consummating the Manipal Acquisition without CCI approval. Second combination The second case pertained to a series of steps undertaken between November 2024 and April 2025, including amendments to Aakash Education’s articles of association (AOA) that conferred additional rights on the Manipal group, acquisition of 7.75% share - holding from Blackstone, and the acquisition of an additional 11.03% stake from the company’s founder (the “Founder Acquisition”). The Founder Acquisition was notified to and approved by the CCI in May 2025, with the notification also dis - closing the earlier Blackstone acquisition and the AOA amendment. However, each of these combinations had already been consummated without CCI approv - al, prompting the CCI to initiate another gun-jumping proceeding. The acquirers contended as follows. • The Manipal Acquisition and the Founder Acquisi - tion were undertaken to safeguard Aakash Educa - tion’s financial stability and protect stakeholder interests, particularly students. • The Blackstone acquisition was exempt under Rule 4 of the Competition (Criteria of Exemption of Combination) Rules, 2024 (the “Exemption Rules”) as their shareholding remained below 50% with no additional rights. • The AOA amendment did not result in a change in control over Aakash Education. The CCI rejected the contentions, and reaffirmed the mandatory and suspensory nature of India’s merger control regime, holding that combinations cannot be consummated without CCI approval, regardless of the circumstances. Even if the acquirers’ submis - sions regarding the Blackstone acquisition and AOA amendment were accepted, the Founder Acquisition and the Manipal Acquisition were undeniably consum - mated without CCI approval. Considering the mitigating factors, the CCI imposed a total penalty of INR70 lakhs (approximately USD0.77 million) on the acquirers.
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