Combination threshold computation must focus on the acquired business only; de minimis exemption defeated the non-notification penalty.

For combination threshold purposes under the Competition Act, the relevant assets and turnover are those attributable to what is actually acquired, not the seller's remaining business. The 27.03.2017 notification was treated as clarificatory and applied retrospectively, reinforcing that small acquisitions within the de minimis threshold do not require prior notification under section 6(2). On the facts, the acquired trademarks' relevant turnover was found to be below the exemption threshold, so the penalty under section 43A for non-notification could not be sustained and was set aside.

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Issues: Whether the penalty imposed under section 43A of the Competition Act, 2002 for failure to notify the combination under section 6(2) was sustainable in view of the de minimis notifications and the clarificatory notification on computation of relevant assets and turnover.

Analysis: The appeal concerned acquisition of trademarks and related business assets. The Tribunal held that, for threshold computation under section 5, the relevant figure is the assets and turnover attributable to what is actually acquired, not the assets or turnover of the seller's remaining business. It treated the 27.03.2017 notification as clarificatory in nature and therefore applicable retrospectively, and followed the earlier principle that small acquisitions falling within the de minimis threshold do not require notification. On the facts, the relevant turnover of the acquired trademarks was found to be below the threshold prescribed under the exemption notification.

Conclusion: The penalty under section 43A could not be sustained and was set aside.

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