Combination
Section 5 of the Competition Act, 2002 deals with combination. The acquisition of one or more enterprises by one or more persons or merger or amalgamation of enterprises shall be a combination of such enterprises and persons or enterprises, if-- (a) any acquisition where-- (i) the parties to the acquisition, being the acquirer and the enterprise, whose control, The Act came into force on 31 Mar 2003.
The acquisition of one or more enterprises by one or more persons or merger or amalgamation of enterprises shall be a combination of such enterprises and persons or enterprises, if--
(a) any acquisition where--
(i) the parties to the acquisition, being the acquirer and the enterprise, whose control, shares, voting rights or assets have been acquired or are being acquired jointly have,--
(A) either, in India, the assets of the value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or
1[(B) in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or; or]
(ii) the group, to which the enterprise whose control, shares, assets or voting rights have been acquired or are being acquired, would belong after the acquisition, jointly have or would jointly have,--
(A) either in India, the assets of the value of more than rupees four thousand crores or turnover more than rupees twelve thousand crores; or
2[3 (B) in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five hundred crores in India, or turnover more than six billion US dollars, including at least rupees fifteen hundred crores in India; or]
(b) acquiring of control by a person over an enterprise when such person has already direct or indirect control over another enterprise engaged in production, distribution or trading of a similar or identical or substitutable goods or provision of a similar or identical or substitutable service, if--
(i) the enterprise over which control has been acquired along with the enterprise over which the acquirer already has direct or indirect control jointly have,--
(A) either in India, the assets of the value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or
3[(B) in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or]
(ii) the group, to which enterprise whose control has been acquired, or is being acquired, would belong after the acquisition, jointly have or would jointly have,--
(A) either in India, the assets of the value of more than rupees four thousand crores or turnover more than rupees twelve thousand crores; or
4[(B) in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five hundred crores in India, or turnover more than six billion US dollars, including at least rupees fifteen hundred crores in India; or]
(c) any merger or amalgamation in which--
(i) the enterprise remaining after merger or the enterprise created as a result of the amalgamation, as the case may be, have,--
(A) either in India, the assets of the value of more than rupees one thousand crores or turnover more than rupees three thousand crores; or
5[(B) in India or outside India, in aggregate, the assets of the value of more than five hundred million US dollars, including at least rupees five hundred crores in India, or turnover more than fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India; or]
(ii) the group, to which the enterprise remaining after the merger or the enterprise created as a result of the amalgamation, would belong after the merger or the amalgamation, as the case may be, have or would have,--
(A) either in India, the assets of the value of more than rupees four-thousand crores or turnover more than rupees twelve thousand crores; or
6[(B) in India or outside India, in aggregate, the assets of the value of more than two billion US dollars, including at least rupees five hundred crores in India, or turnover more than six billion US dollars, including at least rupees fifteen hundred crores in 7[India; or]]
8[(d) value of any transaction, in connection with acquisition of any control, shares, voting rights or assets of an enterprise, merger or amalgamation exceeds rupees two thousand crore:
Provided that the enterprise which is being acquired, taken control of, merged or amalgamated has such substantial business operations in India as may be specified by regulations.
(e) notwithstanding anything contained in clause (a) or clause (b) or clause (c), where either the value of assets or turnover of the enterprise being acquired, taken control of, merged or amalgamated in India is not more than such value as may be prescribed, such acquisition, control, merger or amalgamation, shall not constitute a combination under section 5.]
9[Explanation.--For the purposes of this section,--
(a) "control" means the ability to exercise material influence, in any manner whatsoever, over the management or affairs or strategic commercial decisions by--
(i) one or more enterprises, either jointly or singly, over another enterprise or group; or
(ii) one or more groups, either jointly or singly, over another group or enterprise;
(b) "group" means two or more enterprises where one enterprise is directly or indirectly, in a position to--
(i) exercise twenty-six per cent. or such other higher percentage as may be prescribed, of the voting rights in the other enterprise; or
(ii) appoint more than fifty per cent. of the members of the board of directors in the other enterprise; or
(iii) control the management or affairs of the other enterprise;
(c) "turnover" means the turnover certified by the statutory auditor on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6 and such turnover in India shall be determined by excluding intra-group sales, indirect taxes, trade discounts and all amounts generated through assets or business from customers outside India, as certified by the statutory auditor on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6;
(d) "value of transaction" includes every valuable consideration, whether direct or indirect, or deferred for any acquisition, merger or amalgamation;
(e) the value of assets shall be determined by taking the book value of the assets as shown, in the audited books of account of the enterprise, in the financial year immediately preceding the financial year in which the date of proposed combination falls and if such financial statement has not yet become due to be filed with the Registrar under the Companies Act, 2013 (18 of 2013) then as per the statutory auditor's report made on the basis of the last available audited accounts of the company in the financial year immediately preceding the financial year in which the notice is filed under sub-section (2) or sub-section (4) of section 6, as reduced by any depreciation, and the value of assets shall include the brand value, value of goodwill, or value of copyright, patent, permitted use, collective mark, registered proprietor, registered trade mark, registered user, homonymous geographical indication, geographical indications, design or layout-design or similar other commercial rights under the laws provided in sub-section (5) of section 3;
(f) where a portion of an enterprise or division or business is being acquired, taken control of, merged or amalgamated with another enterprise, the value of assets or turnover or value of transaction as may be applicable, of the said portion or division or business or attributable to it, shall be the relevant assets or turnover or relevant value of transaction for the purpose of applicability of the thresholds under section 5.]
Section 5, The Competition Act, 2002 (Act 12 of 2003).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
This section refers to
Referred to by 8
- s. 4 Abuse of dominant position
- s. 6 Regulation of combinations
- s. 20 Inquiry into combination by commission
- s. 31 Orders of Commission on certain combinations
- s. 43A Power to impose penalty for non-furnishing of information on combinations
- s. 63 Power to make rules
- s. 64 Power to make regulations
- Insolvency and Bankruptcy Code s. 31 Approval of resolution plan
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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SCM Solifert Ltd. v. Competition Commission of India
Court's Decision & Legal Precedent
Judgement of Main Case order-12.pdf 2018-04-17 (same DATE-VERIFIED isolate already mapped to Competition 6): SC treats share acquisition as a “combination” within s.5 thresholds requiring ex-ante s.6(2) notification; escrow/investment labels do not defeat notifiable combination. Map empty Competition 5 (definition of combination).
On this section: s.5 Combination — acquisition/share purchase crossing statutory thresholds is a combination triggering regulation.
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Raman Prakash Mangla vs Anuj Jain
Court's Decision & Legal Precedent
The Adjudicating Authority has limited jurisdiction in approving a resolution plan, circumscribed by Sections 30(2) and 31 of the Insolvency and Bankruptcy Code, 2016. The Authority cannot interfere with the commercial aspects of the decision taken by the Committee of Creditors. If the Adjudicating Authority finds shortcomings in the resolution plan vis-à-vis the specified parameters of keeping the corporate debtor as a going concern, maximizing the value of its assets, and taking care of interests of all stakeholders, it must send the plan back to the Committee of Creditors for reconsideration, not modify the plan itself. Payment to dissenting financial creditors must be in monetary terms, not in kind or through transfer of equity or land. Once homebuyers as a class vote in favor of a resolution plan through their authorized representative, individual homebuyers cannot challenge the plan as dissenting creditors or aggrieved persons. The INR 750 crores deposited by the holding company pursuant to Supreme Court orders in Chitra Sharma is the property of the holding company, not the corporate debtor, and cannot be appropriated by the corporate debtor or the resolution applicant.
On this section: Combination approval requirements
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Judgments citing this section
These may be obiter dicta or a precedent, for you to study. These are the judgments where this section is quoted.
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… being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later. Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors. " - 33. A proviso in a given statute may be introduced to serve various purposes, like qualifying …
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… being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later. Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors. " - 33. A proviso in a given statute may be introduced to serve various purposes, like qualifying …
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… being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later. Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors. " - 33. A proviso in a given statute may be introduced to serve various purposes, like qualifying …
Made under this section, and citing it
3 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
Another 11 instruments name this provision in its title or its text without being made under it.
- GSR No. 1034 dated 11.03.2020Notification 2020
- Exemptions to all cases of reconstitution, transfer of the whole or any part thereof and amalgamation of nationalzed banks, under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970) and the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980), from the application of provisions of Sections 5 and 6 of the Competition Act, 2002Notification 2017
- Notification No. S.O. 2039(E) dated 29.06.2017 relating to exemption of every person or enterprise referred to in section 5 of the Competition Act, 2002 from giving notice within thirty days mentioned in sub-section (2) of section 6 of the Competition Act, 2002 under clause (a) of section 54 of the said ActNotification 2017
- Notification No. S.O. 2561(E) dated 10.08.2017 relating to exemption of Regional Rural Banks in respect of which the Central Government has issued a notification under sub-section (1) of section 23A of the Regional Rural Banks Act, 1976 from the application of provisions of section 5 and 6 of the Competition Act, 2002Notification 2017
- Notification No. S.O. 3714(E) dated 22.11.2017 relating to exemption to all cases of combinations under section 5 of the Act involving the CPSEs operating in the Oil and Gas Sectors under the Petroleum Act, 1934 and the rules made thereunder or under the Oilfields (Regulation and Development) Act, 1948 and the rules made thereunder, along with their wholly or partly owned subsidiaries operating in the Oil and Gas Sectors, from the application of the provisions of sections 5 & 6 of the Competition Act, 2002Notification 2017
- The Central Government hereby appoints the 1st day of June, 2011 as the date on which Sections 5, 6, 20, 29, 30 and 31 of the Competition Act, 2002 shall come into force.Notification 2011
- The Central Government in consultation with the Competition Commission of India, hereby Enhance value of turnover, by fifty per cent for the purposes of sections 5 of the Competition Act, 2001Notification 2011
- The Central Government, in public interest, hereby Exempts an enterprise, whose control, shares, voting rights or assets are being acquired has assets of the value of not more than Rs.250 crores or turnover of not more than Rs. 750 crores from the provisions of Section 5 of the Competition Act, 2002 for a period of five yearsNotification 2011
- The Central Government, in public interest, hereby exempts the ‘Group’ exercising less than fifty per cent of voting rights in other enterprises from the provisions of section 5 of the Competition Act, 2002 for a period of five yearsNotification 2011
- CCI (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2015Regulation 2015
- CCI (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2012 (No. 1 of 2012)Regulation 2012
Questions about Section 5
What have the courts held on Section 5 of the Competition Act?
SCM Solifert Ltd. v. Competition Commission of India (17 Apr 2018) is the leading judgment on this section among those set out below: s.5 Combination — acquisition/share purchase crossing statutory thresholds is a combination triggering regulation. Another 1 judgment on this section is set out below, all of them from the Supreme Court. They run from 2018 to 2021.
How do I find court cases under Section 5 of the Competition Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Competition Act 5, section 5 Competition Act, section 5 of the Competition Act. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 2 reported judgments on this section are set out on this page, beginning with SCM Solifert Ltd. v. Competition Commission of India (17 Apr 2018).
What should I read with Section 5 of the Competition Act, and has it changed?
Its own text turns on section 3 (Anti-competitive agreements), section 6 (Regulation of combinations), so none of them can safely be read on its own. 8 other provisions in this corpus refer back to it. The rules and notifications made under it are where it actually bites, and there are 3: most recently SO 673 and 674 Dt. 4.3.2016 (Exemption under section 54 of the Competition ACt, 2002 (2016), then SO 675 Dt. 4.3.2016 enhancement of threshold limit (2016), and 1 more.
When did Section 5 of the Competition Act come into force?
Section 5 of the Competition Act, cited as Competition Act 5, came into force on 31 Mar 2003, having been enacted on 13 Jan 2003. It is in force as at the date shown on this page.
Other sections of this Act
- 66. Repeal and saving1683 words
- 2. Definitions1390 words
- 6. Regulation of combinations920 words
- 3. Anti-competitive agreements850 words
- 26. Procedure for inquiry under section 19788 words
- 63. Power to make rules776 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.