Competition Law Newsletter – April 2025

March was a busy month for the Competition Commission of India (CCI / Commission) with a raid, a gun jumping order, several enforcement orders, and the National Company Law Appellate Tribunal (NCLAT) chipped in with its second Google judgment as well. We cover some of the most significant enforcement and combination orders published by the CCI.

NCLAT CONFIRMS AND OVERTURNS CCI PENALTY ON GOOGLE IN BILLING SYSTEM CASE

In October 2022 the CCI had found Google guilty of abusing its dominant position in relation to mandatory payments through Google Play Billing System (GPBS).

On appeal, the NCLAT vide Judgment dated 28 March 2025, upheld the findings of the CCI in relation to the relevant market and dominance but reemphasized the need of employing an effect-based analysis to ascertain any abusive conduct by a dominant enterprise. The NCLAT, relied on its previous ruling in Google case and the European Court of Justice and noted that a broad connotation shall be employed under "effect based" approach to include both the actual market distortion and likelihood of any adverse impact due to the conduct.

In relation to the abuse and in particular the detailed remedies imposed by the CCI, the NCLAT returned mixed results:

1. the NCLAT upheld the CCI's finding that mandatory and exclusive use of the GPBS for processing payments imposes one sided and arbitrary conditions on the users. The GPBS restricts the freedom of the users to use any other payment system and lacks any objective business justification. Consequently, NCLAT upheld the directions issued by the CCI with regard to (a) allowing third party payment processors and apps facilitating payment through UPI for in-app purchases, (b) not restricting the app developers from promoting their apps and offerings, (c) not restricting end users from accessing within app purchases.
2. However, on the issue of discrimination by Google in not charging any fees from YouTube, while charging 15-30% for other apps, the Tribunal held that since YouTube is owned by Google, no element of sale of goods was involved and thus let it off on this technicality.
3. The Tribunal also negated the finding of the CCI that technical development of the third-party payment processors has been impeded owing to the mandatory use of the GPBS. The NCLAT noted that Google Play under GPBS only accounts for a meagre 1%, and the market is otherwise fragmented.

The NCLAT finally noted that the penalty had been imposed on the basis of the total turnover of Google, rather than the relevant turnover as mandated by the ruling of the Supreme Court in Excel Corp, and thus modified the penalty from the previous INR 936 Crores (INR 9.36 billion) to INR 216.69 crores (INR 2.16 billion).

CCI IMPOSES MONETARY PENALTY ON MUDHRA GROUP ENTITITES FOR GUN JUMPING

Vide its order dated 07 March 2025, the CCI imposed a penalty of INR 5 lakh (INR 0.5 Mn) on Matrix Pharma Private Limited (Acquirer) and its holding companies (Mudhra Lifesciences, Mudhra Pharmacorp, and Mudra Labs Pvt. Ltd.) for a material change in the transaction structure post initial approval by the CCI, and part-consummation of certain inter-connected steps which formed an active part of that combination.

The concerned parties had earlier vide an order dated 13 February 2024 (Original Order) sought approval of the CCI for Mudhra's acquisition of Tianish Labs Pvt. Ltd., which is a wholly owned subsidiary of Mylan India, and forms a part of the Viatris Group, and investment by two investors in the Acquirer to fund the said acquisition (Acquirer Funding).

Post the initial approval, the parties made certain changes to the transaction structure and funding was received by one Kingsman Wealth Fund and by one of the promoters in certain Mudhra entities. Subsequently, the parties again approached the CCI for approval of these transactions, which was duly given on 28 May 2024, with the caveat that 43A proceedings for gun-jumping may follow.

In its current order, the CCI noted that since the Original Order, the shareholding and control structure of the Acquirer had undergone a considerable change; and the same was carried out and completed without notifying the Commission. The CCI held that the funding from Kingsman was an investment by the promoters and in such a case, in accordance with the provisions of Regulation 9(4) of the Combination Regulations, a single notice covering all transactions ought to have been filed with the Commission and approval should have been obtained prior to the funding being received.

The CCI however limited the penalty to the Mudhra entities and let off Kingsman, given that it has filed a green channel notification and consummated the transaction only subsequently, as well as Kotak in relation to its earlier investment given that it had no knowledge of the transaction.

STATE LIQUOR MONOPOLY UNDER SCANNER: CCI INITIATES INVESTIGATION INTO TASMAC'S ALLEGED ABUSE OF DOMINANCE IN TAMIL NADU BEER MARKET

The CCI, vide order dated 25 March 2025, started a rare investigation into allegations of abuse of dominant position by the Tamil Nadu State Marketing Corporation Limited (TASMAC) under Section 4 of the Act. The case was filed by Chakra R Prabakaran, who alleged that TASMAC was favouring select beer brands like "SNJ 10000" and "British Empire" from certain manufacturers, thereby restricting market access for other brands and distorting competition in Tamil Nadu's liquor market.

The CCI noted that TASMAC, as a state government-owned entity, holds exclusive rights under the Tamil Nadu Prohibition Act, 1937, to wholesale and retail liquor in the state through its 5,000+ outlets. The relevant market was defined as the "procurement, marketing, distribution, and sale of beer in Tamil Nadu" considering beer's distinct characteristics and the state-specific regulatory framework governing liquor sales.

The CCI observed that TASMAC's procurement practices appeared to reinforce the dominance of certain brands, particularly those from SNJ Breweries and Kals Breweries, which collectively accounted for 56-58% of procurement share in recent years. In contrast, well-known brands like Tuborg and Carlsberg had minimal presence. The procurement formula, based on past sales rather than actual consumer demand, was found to perpetuate this imbalance. Supporting evidence included a white paper titled "TASMAC - Free Tamil Nadu" by Tamil Nadu BJP President K. Annamalai and media reports highlighting limited beer availability in TASMAC shops. The CCI also referenced a 2014 Madras High Court ruling that had directed TASMAC to stock all brands to ensure consumer choice, indicating non-compliance.

Prima facie, the CCI concluded that TASMAC's actions limited market access for competing beer brands, constituting a potential violation of Section 4 of the Act. Accordingly, it directed the Director General to investigate the matter under Section 26(1) of the Act.

CCI DISMISSES ALLEGATIONS OF ABUSE AGAINST MICROSOFT

The CCI, vide an order dated 03 March 2025, dismissed the allegations of abuse of dominance levied against Microsoft Corp and Microsoft India (Microsoft) for allegedly abusing their dominant position in relation to bunding its security (Windows Defender) software along with its Windows operating system in India.

After reviewing the response filed by Microsoft, the Commission held that while Microsoft was dominant in the market for Licensable Operating Systems (OSs) for desktops/laptops, customers were not compelled to exclusively use Microsoft Defender and were free to install any third-party antivirus software, which would freely operate parallelly with Defender, and the OEMs were permitted to pre-install alternative third-party antivirus software as well on their devices.

The CCI also referred to the factors for establishing an unlawful tie-in laid down in Harshita Chawla v. WhatsApp, and held that Microsoft was not liable since it was not 'coercing' the end consumer into buying two products together and neither was the conduct hindering innovation since several antivirus companies (such as Symantec, Bitdefender, Norton, McAfee) existed in the market and were regularly developing and innovating features.

Consequently, the complaint was dismissed.

CCI DISMISSES ALLEGATIONS OF ANTI-COMPETITIVE CONDUCT IN NVSRAILTEL TENDER

The CCI, vide order dated 03 March 2025, dismissed allegations of anti-competitive conduct and abuse of dominance against Navodaya Vidyalaya Samiti (NVS) and RailTel Corporation of India Ltd. (RailTel).

The informant alleged that NVS improperly awarded an INR 162.73 crore work order to RailTel, for the supply and implementation of integrated IT and infrastructure solutions without following a fair and transparent selection process. The informant claimed that RailTel had no prior expertise in the project's domain and that NVS failed to provide any justification for its selection. Further, RailTel, acting as the Project Management Consultant floated a tender (RFP) with arbitrary technical specifications that were highly restrictive and not aligned with industry standards. The informant argued that these specifications were designed to eliminate potential bidders, thereby limiting competition in violation of Section 3 of the Act.

The CCI examined the allegations but found no evidence of bid rigging or collusion under Section 3, as no agreement or coordinated conduct between NVS and RailTel was substantiated. Regarding the alleged abuse of dominance under Section 4, the Commission held that merely awarding a contract to a particular entity or issuing an RFP with certain technical conditions does not, by itself, constitute anti-competitive behaviour. It emphasized that procurers have the right to define their requirements based on their needs and such discretion cannot be considered anti-competitive unless it is proven to distort market competition.

CCI DISMISSED ALLEGATIONS OF ABUSE LEVIED AGAINST GMR

Vide an order dated 20 March 2025, the CCI dismissed the allegations of abusive conduct levied against Delhi International Airport Limited (DIAL) and GMR Airports Limited (GMR) by an NGO and a group of contractors.

The CCI noted that the primary grievances of the informants were related to (a) the awarding of parking services related entity, which allegedly was a result of a collaboration between GMR with Tenaga Parking Services (India) Pvt. Ltd., for the purpose of meeting the criteria set by GMR itself and leveraging the name and experience of Tenaga Parking, (b) favouring companies in which GMR holds majority shares, thereby denying access to other market players by manipulating tender conditions, and (c) leveraging its dominant position in the upstream market to engage in exclusionary practices and limiting the provision of services in the airport market of Delhi, by ousting the other prospective contractors, and (d) charging of a 13% fee or any other fee on all tenders specifically tenders related to annual maintenance contracts.

Though the allegations were levelled against GMR and DIAL, the CCI noted that since GMR is not involved in the execution of any operational contracts in relation to the Airport, only the conduct of DIAL needs to be examined.

With regard to the alleged contraventions emanating from the selective awarding of contracts/tenders to companies, the Commission noted that DIAL had acted in accordance with the applicable procedure in awarding the tenders, and therefore there was no abuse.

CCI APPROVES ACQUISITION OF FORSOC BY SAINT GOBAIN

The CCI, vide an order dated 26 November 2024, approved the acquisition of 100% shares of Forsoc by Starcin, an indirectly wholly owned subsidiary of Saint Gobain.

The Commission noted that the combining entities exhibited horizontal overlaps in the markets of (a) Chemical-based admixtures, for concrete and cement (b) mortars, (c) concrete works, (d) waterproofing (liquid applied membranes with ployurethane (PU), PU acrylic, and others) (e) sealants for the professional sector (acrylic, PU, and polysulfide), and (f) industrial flooring (epoxy industrial, PU industrial, and cementitious).

While approving the combination, the CCI noted that the combined market share of the parties for the chemical-based admixtures market and concrete admixture segment was in the range of 20-25%, and cement admixture segment was in the range of 5- 10%. The incremental market share for the chemicalbased admixtures market, concrete admixture segment, and cement admixture segment was in the range of 5-10%, 5-10%, and 0-5%, respectively. For all other overlapping markets and their segments/sub-segments, the incremental market share was merely in the range of 0-5% and there are various other players present in each market. Thus, the Commission unconditionally approved the transaction.

JSW's ACQUISITION OF THYSSENKRUPP ELECTRICAL STEEL INDIA GETS CCI's NOD

Vide order dated 10 December 2024, the CCI approved the acquisition of Thyssenkrupp Electrical Steel India Private Limited (Target) by Jsquare Electrical Steel Nashik Private Limited (Jsquare).

Jsquare is owned by JSW JFE Electrical Steel Private Limited (J2ES), a joint venture between JSW Steel and JFE Steel Corporation. The Target is engaged in the manufacturing of grain-oriented electrical steel (GOES).

In assessing the horizontal overlap, the CCI observed that the Target and JFE Steel are currently active in the GOES market in India, with a combined market share in the range of 20-25% in value and 15- 20% in volume for FY 2023-24. However, other key players such as Nippon Steel, NLMK Group, and Baowu were present, and the incremental market share was found to be minimal. Regarding vertical integration, the CCI noted that while JSW Steel manufactures iron and steel, it does not currently produce the primary raw material or substrate required for GOES. Given that the Target's capacity accounts for less than 1% of JSW Steel's finished steel production, the CCI concluded that the transaction is unlikely to raise foreclosure concerns.

Consequently, CCI approved the transaction since it was not likely to have an appreciable adverse effect on competition in India.

CCI APPROVES THE ACQUISITIONS OF KELLANOVA BY MARS AND DEL MONTE BY AGRO TECH FOODS

The CCI, vide orders dated 31 December 2024 and 21 January 2025 approved the worldwide acquisition of Kellanova by Mars and Del Monte's acquisition by Agro Tech Foods.

In both acquisitions, 'snacks' was the common broader market in question, amongst other overlaps. In Agro Tech's acquisition, the CCI sub-segmented the snacks market into various sub-segments such as ready-to-eat, pasta, sauces, spreads and dips, while in Mars' acquisition, the CCI stuck to the broader market of snacks without delving further.

In both, the Commission held that the combined market share of the parties was insignificant except in organized market of sauces, spreads and dips where Del Monte and Agro Tech held between 5- 10%. However, again the incremental market share was in the range of 0-5%.

The CCI also identified eight vertical overlaps, comprising two existing and six potential overlaps in the Del Monte transaction, but observed that the presence of the relevant entities in each of the upstream and downstream markets/segments was insignificant except in the market for antioxidants for food applications, where the market share of one of the affiliates of Agro Tech Foods was in the range of 5-10%.

The CCI concluded that there was no likelihood of any adverse effect on competition and therefore unconditionally approved both transactions.

IT'S SWEET 16 FOR DAWN RAIDS

After being dormant for over two years, the Commission conducted its fifteenth and sixteenth dawn raids in a span of four months as follows,

• In December 2024, the investigative arm of the CCI raided the offices of alcohol giants namely Pernod Ricard and Anheuser-Busch InBev to investigate accusations of price collusion with retailers in Hyderabad, and nearby Telangana state, and
• On 18th March 2025, a wider raid was carried out on the offices of global advertising giants GroupM, Publicis, Dentsu, and Interpublic Group, along with the Indian Broadcasting and Digital Foundation and the Indian Society of Advertisers for allegedly colluding on prices and discounts of ad rates. A team of CCI officers and law enforcement personnel searched approximately 10 locations across Mumbai, New Delhi, and Gurugram.

Previously, the last dawn raid was conducted back in December 2022, at the premises of Shree Digvijay Cement and India Cements for allegedly forming a price cartel and rigging tenders issued by ONGC for oil well cement.