INDIA Trends and Developments Contributed by: Vaibhav Choukse, Ela Bali, Aditi Khanna and Faiz Siddiqui, JSA
Allcargo Logistics/Gati Express In June 2023, Allcargo Logistics Limited (“Allcargo”) consummated its acquisition of an additional 30% shareholding in Gati‑Kintetsu Express Private Limited (“Gati Express”) from KWE Kintetsu Express (India) Private Limited (KWE), bringing its total shareholding to 100%, without CCI approval. Prior to the combi - nation, Allcargo, through its subsidiary, already held 70% shareholding in Gati Express. The acquisition of the remaining shares moved Allcargo from majority to sole ownership. Nearly two years later, in January 2025, the CCI initi - ated gun-jumping proceedings for consummating the combination without CCI approval. Allcargo contended that: (i) the combination was exempt from notification as per the erstwhile combina - tion regulations, which exempted acquisitions where the buyer already held 50% or more of the shares or voting rights in the target, provided the combination did not result in a shift from joint to sole control; and (ii) it had always exercised decisive control over Gati Express in practice, with KWE playing no meaningful management or strategic role. Accordingly, even if the combination technically resulted in sole control, there was no material change since Allcargo had consist - ently held majority voting rights. The CCI rejected the contentions, holding that All - cargo and KWE had jointly controlled Gati Express prior to the combination. KWE’s 30% shareholding conferred veto rights over special resolutions and reserved matters, amounting to negative control. The acquisition of 100% shareholding therefore changed the nature of control from joint to sole, and the exemp - tion was unavailable. The CCI consequently imposed a penalty of INR50 lakhs (approximately USD0.05 million) on Allcargo. Remedies, Not Rejection: CCI’s Pragmatic Remedies Framework India’s merger control regime has evolved into a prag - matic, business-friendly framework, with the CCI demonstrating a clear preference for resolving compe - tition concerns through tailored remedies rather than blocking combinations. From structural divestitures
to behavioural commitments, the CCI has adopted a flexible, case-specific approach, often engaging deeply with parties to understand market realities and craft workable solutions. With no prohibition to date, the remedies framework reflects a growing emphasis on balancing effective enforcement with deal certainty and commercial practicality. To date, the CCI has approved more than 1,400 com - binations, including 33 combinations with modifica - tions. During the Relevant Period, two combinations were approved subject to modifications. AAM India/Bharat Forge In April 2025, the CCI conditionally approved the acquisition of 100% shareholding of AAM India Man - ufacturing Corporation (AAM) by Bharat Forge Lim - ited (“Bharat Forge”). This was the CCI’s first Phase II clearance since the L&T/Schneider decision in April 2019. Both AAM and Bharat Forge are active in the auto-components sector in India. The CCI noted that Bharat Forge’s affiliates, namely Automotive Axles Limited and Meritor HVS (India) Limited, competed directly with AAM in the supply of axles for commercial vehicles (particularly medi - um and heavy commercial vehicles) in India. The CCI identified competition concerns including high combined market shares (35%+), reduced bidding competition, weaker innovation incentives, limited customer switching options, significant entry bar - riers, and reduced countervailing power of vehicle manufacturers. Accordingly, the CCI issued a show-cause notice to the parties. Bharat Forge initially offered voluntary commitments, but the CCI found them insufficient and initiated a Phase II investigation. Bharat Forge subsequently revised its commitments, which the CCI accepted. To address the CCI’s concerns, Bharat Forge com - mitted to maintaining AAM’s operational independ - ence by ensuring separate branding, sales and mar - keting functions, and independent participation in the tenders. It also proposed robust safeguards to ring-fence competitively sensitive information (CSI), including restricted access protocols, non-disclosure
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