Report of the Competition Law Review Committee submitted to Union Finance and Corporate Affairs Minister

Key recommendations include introduction of a ‘Green Channel’ for combination notifications to enable fast-paced regulatory approvals of mergers and acquisitions

Shri Injeti Srinivas, Secretary (Corporate Affairs), today presented the Report of the Competition Law Review Committee to the Union Minister of Finance and Corporate Affairs, Smt. Nirmala Sitharaman.

The Committee consulted various stakeholders, including industry chambers, professional institutes, Government Departments/ Ministries, NGOs and experts. The Committee focused on furthering ease of doing business, encouraging start-ups and meeting the challenges of the new economy. The key recommendations of the Competition Law Review Committee are:

1. Introduction of a ‘Green Channel’ for combination notifications to enable fast-paced regulatory approvals for vast majority of mergers and acquisitions that may have no major concerns regarding appreciable adverse effects on competition. The aim is to move towards disclosure based regime with strict consequences for not providing accurate or complete information.
2. Combinations arising out of the insolvency resolution process under the Insolvency and Bankruptcy Code will also be eligible for “Green Channel” approvals.
3. Introducing a dedicated bench in NCLAT for hearing appeals under the Competition Act.
4. Introduction of express provisions to identify ‘hub and spoke’ agreements as well as agreements that do not fit within typical horizontal or vertical anti-competitive structures to cover agreements related to business structures and models synonymous with new age markets.
5. Additional enforcement mechanism of ‘Settlement & Commitments” in the interests of speedier resolution of cases of anti-competitive conduct.
6. Enabling provisions to prescribe necessary thresholds, inter alia, deal-value threshold for merger notifications. 
7. CCI to issue guidelines on imposition of penalty to ensure more transparency and faster decision making which will encourage compliance by businesses.
8. Strengthening the governance structure of CCI with the introduction of a Governing Board to oversee advocacy and quasi-legislative functions, leaving adjudicatory functions to the Whole-time Members.
1. Merging DG’s Office with CCI as an ‘Investigation Division’ as it aids CCI in discharging an inquisitorial rather than adversarial mandate. However, functional autonomy must be protected.
10. Opening of CCI offices at regional level to carry out non-adjudicatory functions such as research, advocacy etc. and interaction with State Governments and State regulators.

The Government constituted a Competition Law Review Committee on 1st October, 2018 to review the existing Competition law framework and make recommendations to further strengthen the framework to inter alia meet new economy challenges. The Committee was chaired by ShriInjeti Srinivas (Secretary, Ministry of Corporate Affairs) and consisted of Members, namely, Shri Ashok Kumar Gupta (Chairperson, CCI), Dr. M.S. Sahoo (Chairperson, IBBI), Shri Haigreve Khaitan (M/s Khaitan& Co.), Ms Pallavi Shardul Shroff (M/S Shardul Amrchand Mangaldas & Co.), Dr. Harshavardhana Singh (IKDHVAJ Advisors LLP), Dr. S. Chakravathy (Retd. IAS), Dr. Aditya Bhattacharya (Professor of Economics, Delhi School of Economics), Shri Anand Pathak (PA Law Offices), Shri KVR Murty (Joint Secretary, MCA & Member Secretary).

The full report has been uploaded in the MCA Website.

Green channel for merger approvals to fast-track combinations with disclosure-based checks and penalties for nondisclosure. Recommend a Green Channel to fast-track merger notifications, including combinations from insolvency resolution, moving to a disclosure-based regime with strict consequences for inaccurate information; introduce a deal-value threshold for notifications and CCI guidelines on penalties; adopt Settlement and Commitments for faster enforcement; add express provisions for hub-and-spoke and atypical anti-competitive agreements; create a dedicated appellate bench, strengthen CCI governance via a Governing Board while converting the DG's office into an Investigation Division with protected autonomy, and open regional CCI offices for non-adjudicatory functions.