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National Company Law Appellate Tribunal

National Company Law Appellate Tribunal upholds the Competition Commission of India decision rejecting complaint against Asian Paints Limited

The National Company Law Appellate Tribunal (“NCLAT”) dismissed an appeal filed by Sai Balaji Traders (“Appellant”) challenging the Competition Commission of India’s (“CCI”) decision to reject a complaint against Asian Paints Limited (“Asian Paints”) for alleged anti-competitive practices. This affirms the CCI’s earlier conclusion that there was no prima facie case of anti-competitive conduct by Asian Paints under Sections 3(4) and 4 of the Competition Act, 2002 (“Competition Act”).

Background

On September 8, 2022, the CCI dismissed separate complaints filed by JSW Paints Private Limited (“JSW Paints”) and the Appellant, a dealer and supplier of Asian Paints. The Appellant inter alia alleged that Asian Paints indulged in anti-competitive activities under Sections 3(4) and 4 of the Competition Act by revoking the Appellant’s Critical Retailer (“CR”) status and downgrading it to Colour World (“CW”) status since the Appellant took competing dealership of JSW Paints.

Following these allegations and the evidence presented, the CCI directed the Director General (“DG“) to investigate. The DG concluded that: (a) Asian Paints’ decision to downgrade the retailer status from CR to CW was justified and unrelated to the Appellant’s association with JSW Paints; and (b) the Appellant’s CR status was reinstated after a review of factors such as sales performance, projected sales, and customer outreach. The CCI concurred with the DG’s findings and subsequently closed the case (“CCI Order”).

NCLAT observations

Aggrieved by the CCI Order, the Appellant approached the NCLAT, which upheld the CCI’s decision. In doing so, the NCLAT made several key observations:

1. the Appellant had not approached the NCLAT with clean hands, having failed to disclose that its CR status had already been restored, thereby resolving its primary grievance;
2. the Appellant’s offtake from Asian Paints had shown a consistent decline, which led to the downgrade in status; and
3. other dealers who were simultaneously engaged with JSW Paints did not witness any change in their retailer status, indicating the absence of discriminatory conduct.

Accordingly, the NCLAT dismissed the appeal. 

(Source: NCLAT order dated February 19, 2025)

Competition Commission of India

Enforcement

CCI orders investigation against Tamil Nadu State Marketing Corporation Limited for alleged abuse of dominant position

The CCI received a complaint against Tamil Nadu State Marketing Corporation Limited (“TASMAC”) for indulging in alleged abuse of dominant position by inter alia restricting market access to various brands of beer in the state of Tamil Nadu, under Section 4 of the Competition Act. TASMAC, a state-owned enterprise, is engaged in distribution and sale of alcoholic beverages in the state of Tamil Nadu.

The complainant inter alia alleged that TASMAC sells only a limited number of beer brands from select breweries undermining the competitiveness of others. This denies other brands the opportunity to sell, as liquor sales in Tamil Nadu are exclusively routed through TASMAC.

The CCI, prima facie, noted that TASMAC is dominant in the ‘market for procurement, marketing, distribution and sale of beer in the state of Tamil Nadu’ being the exclusive seller of beer.

Regarding TASMAC’s conduct, the CCI observed the following:

1. TASMAC’s website shows it sells beer from only 4 (four) brands, even though 38 (thirty-eight) brands from 6 (six) suppliers are available;
2. a few brands make up a disproportionately large share of TASMAC’s total beer purchases, while several well-known brands have much smaller shares; and
3. the combined share of certain breweries in TASMAC’s procurement has grown over the past 3 (three) financial years.

Accordingly, the CCI directed the DG to investigate the alleged conduct of TASMAC.

(Source: CCI order dated March 25, 2025)

CCI dismisses complaint against A&T Europe SpA and others for alleged anti-competitive practices

The CCI received a complaint against M/s A&T Europe SpA (“A&T”)[1], its wholly owned subsidiary M/s Myrtha Pools India Private Limited and Public Works Division Akola, Maharashtra (“PWD”) for alleged anti-competitive practices, under Sections 3 and 4 of the Competition Act.

In 2024, PWD invited bids for construction of an Olympic standard swimming pool for District Sports Office, Akola (“Tender”). The complainant, one of the bidders, inter alia alleged that A&T and PWD Akola entered into memorandum of understanding (“MoU”) requiring bidders to use only A&T’s technology and materials. This, they alleged, amounted to abuse of dominance and anti-competitive conduct.

The CCI defined the relevant market as the ‘market for procurement of services for construction of swimming pools in India’ and found that PWD was not dominant, as other entities like hotels and clubs also procure such services. Therefore, it rejected the allegation of abuse of dominance.

Regarding anti-competitive conduct, the CCI observed that any company using technology and materials from A&T or similar providers were eligible to participate in the Tender. As a result, there was insufficient evidence to prove that the MoU violated Section 3 of the Competition Act.

Accordingly, the CCI dismissed the complaint.

(Source: CCI Order dated March 21, 2025)

CCI dismisses complaint against Delhi International Airport Limited and others for alleged abuse of dominant position

The CCI received a complaint against Airports Authority of India (“AAI”)[2], Ministry of Civil Aviation[3], Delhi International Airport Limited (“DIAL”)[4], GMR Airports Limited (“GMR Airports”)[5] and Fraport AG Frankfurt Airport Services Worldwide(“Fraport AG”)[6] for alleged abuse of dominant position, under Section 4 of the Competition Act. DIAL is a joint venture among AAI (26%), Fraport AG (10%) and GMR Airports (64%).

The complainants[7] inter alia alleged that GMR Airports has abused its dominant position by selectively awarding contracts for parking and lounge services at the Indira Gandhi International Airport, Delhi (“IGI Airport”) to Delhi Airport Parking Services Private Limited and Encalm i.e., entities in which it holds shareholding.

Given that DIAL handles all the operational contracts for IGI Airport and GMR Airports is not involved in the selection and/or execution such contracts, accordingly, the CCI analysed the allegation qua DIAL. The CCI dismissed the case and inter alia noted that: (a) when choosing the service provider, DIAL adopted a competitive bidding process and invited bids from multiple bidders; (b) there was no bar on DIAL to hold shares in a company providing parking and lounge services; and (c) Encalm is an independent third party with no relation with DIAL and allegation regarding Encalm remains unsubstantiated.

Accordingly, the CCI rejected the complaint.

(Source: CCI Order dated March 20, 2025)

CCI dismisses complaint against logistic companies for alleged cartelisation

The CCI received a complaint against Aegis Logistics Limited, Indus Petro Chem Limited, and Sea Lord Containers Limited (together referred to as the “OPs”) for alleged bid rigging cartel in a tender floated by the New Mangalore Port Trust (“NMPT”) under Section 3(3) of the Competition Act. The tender involved long-term leasing of 85,000 (eighty-five thousand) sqm of land for setting up storage facilities at the port.

The complainant inter alia alleged that:

1. complaints had been filed with the Central Vigilance Officer (“CVO”), Ministry of Shipping, claiming the OPs acted in concert, leading to cancellation of the original tender and the issuance of a fresh one; and
2. in the reissued tender, the OPs engaged in bid rigging, owing to their common ownership and affiliation to the same business group.

The CCI dismissed the complaint, noting:

1. NMPT reissued the tender to attract broader participation, not due to the CVO complaint; and
2. while the OPs are related entities, mere common ownership or business linkages do not prove collusion. In the absence of concrete evidence, such relationships alone are not grounds for investigation.

The CCI reiterated that legally, related entities can submit competing bids if they act independently. Accordingly, the CCI rejected the complaint.

(Source: CCI order dated March 3, 2025)

CCI dismisses complaint against Microsoft Corporation (India) Private Limited for alleged abuse of dominant position

The CCI received a complaint against Microsoft Corporation and Microsoft Corporation (India) Private Limited (together referred to as ‘Microsoft’) for indulging in alleged abuse of dominant position, under Section 4 of the Competition Act.

The complainant inter alia alleged that Microsoft engaged in anti-competitive practices by:

1. tying its antivirus software, Microsoft defender, with its Windows Operating System (“OS”);
2. using its dominance in the OS market to gain an unfair advantage in the antivirus software market; and
3. mandating antivirus developers to join the Microsoft Virus Initiative (“MVI”) program to distribute their anti-virus software applications via the Microsoft store.

Although the CCI found Microsoft dominant in the market for licensable OS for desktops/laptops in India (“OS Market”), it dismissed the case inter alia noting the following:

1. users are free to install third-party antivirus software applications via the Microsoft store or internet. Moreover, Original Equipment Manufacturers (“OEMs”) can also pre-install alternative antivirus software applications, and the inclusion of Microsoft defender does not hinder competition, as the market for desktop/laptop security (antivirus) software for Windows OS in India (“Antivirus Market”) remains dynamic and competitive;
2. there is no evidence that Microsoft leveraged its dominance in the OS Market to enter the Antivirus Market. In fact, the Antivirus Market remains highly competitive, with no restrictions imposed on users or OEMs by Microsoft; and
3. participation in the MVI program is optional. Non-members can still distribute their antivirus software applications via the Microsoft Store, subject to quality checks.

Accordingly, the CCI rejected the complaint.

(Source: CCI order dated March 3, 2025)

Merger Control

The CCI approves 25 (twenty-five) combinations in February and March 2025, including:

1. Acquisition of shareholding of Tata Play Limited by Tata Sons Private Limited.
2. Acquisition of shareholding of Uprising Science Private Limited by Hindustan Unilever Limited.
3. Acquisition of shareholding O2 Power Midco Holdings Pte. Limited and O2 Energy SG Pte. Limited by JSW Neo Energy Limited.
4. Acquisition of shareholding of Ayana Renewable Power Private Limited by ONGC NTPC Green Private Limited.
5. Acquisition of shareholding Raj Petro Specialities Private Limited by Shell Deutschland GmbH and Shell Overseas Investments B.V.
6. Acquisition of shareholding of Advanta Enterprises Limited by Alpha Wave Ventures II, LP.
7. Acquisition of pharma solutions and certain products of nourish business of International Flavors & Fragrances Inc. by Roquette Frères S.A.
8. Acquisition of shareholding of PSP Projects Limited by Adani Infra (India) Limited.
9. Acquisition of shareholding of KSK Mahanadi Power Company Limited by JSW Energy Limited through JSW Thermal Energy One Limited.
10. Acquisition of shareholding of Schott Poonawalla Private Limited by TPG Scion SG Pte Limited.
11. Acquisition of shareholding of Orient Cement Limited by Ambuja Cements Limited.
12. Acquisition of shareholding of Ace Designers Limited by Kotak Strategic Situations India Fund II and Kotak Alternate Asset Managers Limited under green channel.
13. Acquisition of residential and light commercial heating, ventilation and air-conditioning business of Johnson Controls International plc (including Johnson Controls-Hitachi Air Conditioning Holding (UK) Limited) by Robert Bosch GmbH under green channel. 

(Source: CCI Website)

CCI notifies CCI (Manner of Recovery of Monetary Penalty) Regulations, 2025

The CCI, vide notification dated February 27, 2025, brought into force the CCI (Manner of Recovery of Monetary Penalty) Regulations, 2025 (“2025 Regulations”), replacing the CCI (Manner of Recovery of Monetary Penalty) Regulations, 2011 (“2011 Regulations”).

The key changes introduced in the 2025 Regulations are as follows:

1. Issuance of demand notice simultaneously with order: Under the 2011 Regulations, a demand notice imposing the penalty was issued by the Secretary of the CCI only after the expiry of the period specified in the order imposing the penalty. However, under the 2025 Regulations, such a demand notice must now be issued simultaneously with the said order.
2. Extension of time to deposit penalty: Under the 2011 Regulations, parties had 30 (thirty) days from the date of receipt of the CCI order to deposit the penalty. The 2025 Regulations have now extended this period to 60 (sixty) days, aligning it with the 60 (sixty) day period allowed for filing an appeal against the CCI order before the NCLAT. This provision ensures that interest does not accrue before the appeal can be filed.
3. Reduction in rate of interest on penalty: Under the 2011 Regulations, if a party defaulted in paying the penalty amount, it was liable to pay simple interest at the rate of 1.5% per month on the outstanding amount. The 2025 Regulations have reduced this rate to 1% per month.
4. Recovery of penalty from legal heirs: The 2025 Regulations now provide that those legal heirs of a deceased person, from whom penalty is due, are liable to pay the penalty to the CCI after the expiry of the recovery period. If the penalty remains unpaid, such legal heirs can be treated as ‘person in default’.
5. Simultaneous recovery through sale: The 2025 Regulations now provide that if a person or enterprise in default fails to pay the penalty on time as per the recovery certificate, the recovery officer may ‘simultaneously’ proceed to recover the penalty amount through attachment and sale of their property, in accordance with the rules laid down in the Income Tax Act, 1961.

(Source: General Statement and Notification dated February 27, 2025)

This Newsletter has been prepared by:

Vaibhav Choukse Partner

Ela Bali Partner

Aditi Khanna Senior Associate

Arundhati Rajput Associate

For more details, please contact [email protected].

[1] It is engaged in the business of making stainless steel pools.

[2] It is engaged in creating, upgrading, maintaining, and managing civil aviation infrastructure in India.

[3] It is engaged in formulation of national policies and programs for development and regulation of civil aviation in India.

[4] It is a joint venture among GMR Airports Limited, AAI and Fraport AG Frankfurt Airport Services Worldwide.

[5] It is engaged in designing, constructing and operating airports across the world.

[6] It is engaged in operation of Frankfurt Airport in Frankfurt am Main.

[7] Fights Against Corruption is a non-governmental organization working towards curbing corruption and Contractors Council of India is engaged in provision of construction services at Delhi and Indore airports.