On 7 March 2024,^[1] the Government of India in a welcome move has issued two notifications that increased (i) the thresholds for availing the “small target” or de minimis exemption (“DME Notification”); and (ii) the asset and turnover thresholds that trigger a notification requirement to the Competition Commission of India (“CCI”) (“JT Notification”).

DME Notification

Following the DME Notification, there will not be any mandatory prenotification requirement for a transaction if the target enterprise (i.e., the enterprise whose shares, voting rights, assets or control are being acquired or are being merged or amalgamated) in India has:

i.    Assets of less than INR 450 crore (approx. USD 54 million), OR

ii.   turnover of less than INR 1250 crore (approx. USD 150 million).

Previously, these thresholds were INR 350 crore (approx. USD 42 million) and INR 1000 crore (approx. USD 120 million) respectively.

This exemption is valid till 7 March 2026.

JT Notification

The (Indian) Competition Act, 2002 requires transacting parties to obtain a prior approval of the CCI for transactions that cross prescribed asset or turnover thresholds (Jurisdictional Thresholds). The present JT Notification enhances the thresholds as follows:

1. Where the parties to the transactions jointly have

i.    In India, assets of over INR 2500 crores, or a turnover of over INR 7500 crores: or

ii.   Worldwide, assets of over USD 1.25 billion, including at least INR 1250 crores in India, or turnover of over USD 3.75 billion, including at least INR 3750 crores in India.

OR

2. Where the groups of both the acquirer and the target jointly have

i.    In India, assets of over INR 10000 crores, or turnover of over INR 30000 crores: or

ii.   Worldwide, assets of over USD 5 billion, including at least INR 1250 crores in India, or turnover of over USD 15 billion, including at least INR 3750 crores in India.

Interestingly, these developments come at a time where the “deal value threshold” (“DVT”) is likely to be notified soon. Under the DVT, parties will need to notify transactions where: (i) the value of the transaction exceeds Rs. 2000 crore (approx. USD 240.53 million); and (ii) the target entity has “substantial business operations” in India, regardless of whether the transaction otherwise benefits from DME.

Table depicting the change in the DME and the Jurisdictional Thresholds

[1]  Notification S.O. 1131 (E) No. 1074 dated March 7, 2024 (“DME Notification”) and Notification S.O. 1130 (E) No. 1073 dated March 7, 2024 (“JT Notification”).

[2] All INR figures have been converted to USD at 1 USD= INR 83.15. Converted figures have been rounded off.