INDIA Trends and Developments Contributed by: Vaibhav Choukse, Ela Bali, Aditi Khanna and Faiz Siddiqui, JSA
Looking Beyond Form in Intra-Group Transfers Rule 3 of the Exemption Rules exempts “additional” acquisitions or voting rights where the acquirer (includ - ing its group entities) holds less than 25% sharehold - ing or voting rights both before and after the combina - tion. The exemption applies only if the acquirer does not acquire control, board representation or access to CSI, and complies with the prescribed thresholds for combinations involving overlaps (referred to as the “Rule 3 Exemption”). Although the rationale of the Rule 3 Exemption is clear, the reference to “additional” shares or voting rights creates interpretative ambiguity in the context of intra- group transfers of existing holdings, where there is no incremental acquisition and no material change in the parties’ competitive position. The combination Kedaara II Continuation Fund notified the combina - tion to the CCI, involving the acquisition of: (i) 1.64% shareholding of Lenskart Solutions Limited from Kedaara Norfolk Holdings Limited and Kedaara Capi - tal Fund II LLP; and (ii) certain shareholding of Care Health Insurance Limited from Trishikhar Ventures LLP, all sellers belonging to the Kedaara group. Kedaara submitted that the combination was notified purely as a “matter of technical compliance”, given the absence of an explicit exemption for intra-group transfers under the Rule 3 Exemption. It argued that a strict literal reading of the Rule 3 Exemption would restrict the exemption to acquisitions of additional shareholding, and that a mere transfer of existing shares within the same group, without any additional acquisition, would fall outside its scope. The CCI agreed that a purely literal reading of the Rule 3 Exemption would exclude intra-group transfers of existing shareholding from its scope. However, it held that such an outcome would be inconsistent with the scheme and spirit of the Competition Act and the Exemption Rules. Hence, provided that all conditions stipulated under the Rule 3 Exemption are otherwise satisfied, the intra-group transfers ought to qualify for the Rule 3 Exemption.
obligations, compliance mechanisms, and oversight measures. In addition, Bharat Forge undertook to limit its influ - ence over competing affiliates by restricting board participation in CSI matters, refraining from certain management appointments, and preventing Bharat Forge-nominated directors from accessing AAM’s CSI. JB Chemicals/Torrent Pharmaceuticals In October 2025, the CCI conditionally approved the acquisition of shareholding of JB Chemicals Pharma - ceuticals Limited (“JB Pharmaceuticals”) by Torrent Pharmaceuticals Limited (“Torrent”). The CCI noted that both parties were engaged in the pharmaceutical products business in India, with over - laps at the therapeutic and molecular levels. The CCI identified competition concerns in relation to three formulations in India: (i) Lactobacillus Acidophilus; (ii) Nifedipine; and (iii) Azelnidipine. The CCI identified competition law concerns, includ - ing parties’ high combined market shares (90%+) in the Lactobacillus Acidophilus and Nifedipine markets and reaching 45–50% in the Azelnidipine market. The CCI also noted the significant increase in concentra - tion levels, elimination of key competitive constraints between the parties, limited substitutability, reduced incentives for price competition in the Azelnidipine market, and high entry barriers coupled with strong brand loyalty for the parties’ products. Accordingly, the CCI issued a show-cause notice to the parties. In response, Torrent proposed the follow - ing commitments, which were accepted by the CCI: • licensing its Vizylac brand (containing Lactobacillus Acidophilus), to an independent entity for a period of five years, in consideration of a lump-sum fee; • divesting its Calcigard brand (containing Nifedipine) to a purchaser on terms approved by the CCI; and • continuing the marketing of JB Pharmaceuticals’ Azovas brand (containing Azelnidipine) and cap - ping its annual price increases at 5% for three years.
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