Green Channel Route: Gains and predictability

The Green Channel Route (GCR), established under sections 6(4) and 6(5) of the Competition Act, 2002, through the Competition (Amendment) Act, 2023, grants deemed approval to proposed combinations where parties, their group entities and affiliates lack horizontal, vertical or complementary overlaps under the Competition (Criteria of Combinations) Rules, 2024.

The mechanism rests on a binary determination: no overlap, no review. In practice, that promise has proven harder to keep. Applied without regard to market definition or materiality, this zero overlap threshold sits awkwardly with modern commercial relationships.

The GCR’s eligibility framework reveals interpretive difficulties that the current rules do not fully resolve. Complementary overlap carries no methodological guidance, and the Competition Commission of India’s (CCI) decisional practice has treated these relationships as encompassing aftermarkets, bundling interoperable products and products used simultaneously within the value chain, creating interpretive hurdles.

Affiliate overlaps broaden GCR scrutiny

Overlap analysis extends beyond transacting parties to entities they hold shares in or control, including affiliates where any party holds 10% or more shareholding or voting rights, retains the right to nominate a director or observer, or has access to commercially sensitive information (CSI).

In 2023, Platinum Jasmine and TPG Upswing were penalised INR5.5 million (USD57,600) for failing to disclose a 22.2% portfolio stake in UPL Corporation, which included a subsidiary operating in the target sector. In 2025, CA Plume Investments and Bequest were penalised INR400,000 for failing to identify vertical interfaces, but no separate section 44 penalty was imposed as the omission was admitted and an unconditional apology was tendered.

Enforcement actions show that even unintentional omissions arising from complex affiliate structures can attract sanctions. In CA Plume, the CCI acknowledged the acquirers’ prompt admission and unconditional apology, resulting in a moderated penalty, a disposition signalling proportionality rather than zero tolerance.

These cases raise a legitimate design question: where overlaps emerge from portfolio relationships traceable only through multi-level affiliate chains, does the binary “eligible/ineligible” threshold warrant recalibration through a de minimis filter?

Affiliate CSI ambiguity under GCR

One criterion for establishing affiliate status under the GCR is the ability to access CSI. While the CCI’s FAQ book includes examples of what constitutes CSI, it provides limited guidance on cases where shared or collective rights trigger affiliate status. For instance, it remains unclear whether a director nomination right held collectively by a group of shareholders or a CSI made available to all shareholders would bring such shareholders within the affiliate definition.

Globally, the EU’s 2023 Merger Simplification Package uses “tick-the-box” short-form official concentration notifications for non-overlapping cases and offers simplified procedures for horizontal shares below 20%, and vertical shares under 30%. The UK provides a 25% safe harbour, and Australia, under its informal merger review guidelines, provides for a “pre-assessment” process for low-risk transactions.

Each regime defines with precision when a connection becomes competitively material. The design choices made by other mature merger-control systems offer useful reference points for India’s next phase of GCR development.

The GCR is among the most progressive features of India’s merger control regime, and its statutory embedding reflects a genuine legislative commitment to friction-free regulation. To fulfil that commitment, the CCI should introduce a de minimis overlap carve-out: where an affiliate’s combined share in any overlapping market falls below 5%, that connection should not foreclose deemed approval.

De minimis thresholds refine GCR

This sits well below the Form I and Form II divide, and prevents commercially irrelevant links from disqualifying an otherwise benign transaction. Such a de minimis threshold would reduce transaction costs and improve predictability without sacrificing enforcement quality.

Additionally, the CCI should consider publishing a GCR methodology note answering three questions that currently require clarity: how relevant markets are identified for GCR assessment; how far down the affiliate chain parties must look; and where the safe zones for a GCR filing reliably lie.

These are calibrations, not corrections. A GCR that is both structurally robust and accessible will strengthen the credibility of India’s merger control framework.

Vandana Pai is a senior partner and Hardik Dave is a senior associate at Bharucha & Partners