Section 31 - Orders of Commission on combinations - Competition Act, 2002

Orders of Commission on 3 [ **** ] combinations. 31. (1) Where the Commission is of the opinion that any combina tion does not, or is not likely to, have an appreciable adverse effect on competition, it shall, by order, approve that combina tion 4 [ **** ] in respect of which a notice has been given under sub-section (2) of section 6. 5 [ Provided that if the Commission does not form a prima facie opinion as provided under sub-section (1B) of section 29, the combination shall be deemed to have been approved and no separate order shall be required to be passed. ] (2) Where the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on compe tition, it shall direct that the combination shall not take effect. 6 [ (3) Where the Commission is of the opinion that any appreciable adverse effect on competition that the combination has, or is likely to have, can be eliminated by modification proposed by the parties or the Commission, as the case may be, under sub-section (7) of section 29 or sub-section (2) or sub-section (3) of section 29A, it may approve the combination subject to such modifications as it thinks fit. (4) Where a combination is approved by the Commission under sub-section (3), the parties to the combination shall carry out such modification within such period as may be specified by the Commission. (5) Where (a) the Commission has directed under sub-section (2) that the combination shall not take effect; or (b) the parties to the combination, fail to carry out the modification within such period as may be specified by the Commission under sub-section (4); or (c) the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition which cannot be eliminated by suitable modification to such combination, then, without prejudice to any penalty which may be imposed or any prosecution which may be initiated under this Act, the Commission may order that such combination shall not be given effect to, or be declared void, or frame a scheme to be implemented by the parties to address the appreciable adverse effect on competition, as the case may be. (6) If no order is passed or direction issued by the Commission in accordance with the provisions of sub-section (1) or sub-section (2) or sub-section (3) or sub-section (5), as the case may be, within a period of one hundred and fifty days from the date of notice given to the Commission under sub-section (2) of section 6, the combination shall be deemed to have been approved by the Commission. ] 7 [ **** ] (13) Where the Commission has ordered a combination to be void, the acquisition or acquiring of control or merger or amalgamation referred to in section 5, shall be dealt with by the authorities under any other law for the time being in force as if such acquisition or acquiring of control or merger or amalgamation had not taken place and the parties to the combination shall be dealt with accordingly. (14) Nothing contained in this Chapter shall affect any proceeding initiated or which may be initiated under any other law for the time being in force. ***************** NOTES:- 1 . Substituted vide Competition (Amendment) Act, 2007 dated 24-09-2007 before it was read as, ninety working days from the date of publication referred to in sub-section (2) of section 29 2 . Substituted vide Competition (Amendment) Act, 2007 dated 24-09-2007 before it was read as, ninety working 3 . Omitted vide Competition (Amendment) Act, 2023 dated 11-04-2023 w.e.f. 10-09-2024 before it was read as, certain 4 . Omitted vide Competition (Amendment) Act, 2023 dated 11-04-2023 w.e.f. 10-09-2024 before it was read as, including the combination 5 . Inserted vide Competition (Amendment) Act, 2023 dated 11-04-2023 w.e.f. 10-09-2024 6 . Substituted vide Competition (Amendment) Act, 2023 dated 11-04-2023 w.e.f. 10-09-2024 before it was read as, (3) Where the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition but such adverse effect can be eliminated by suitable modification to such combination, it may propose appropriate modification to the combination, to the parties to such combina tion. (4) The parties, who accept the modification proposed by the Commission under sub-section (3), shall carry out such modifica tion within the period specified by the Commission. (5) If the parties to the combination, who have accepted the modification under sub-section (4), fail to carry out the modifi cation within the period specified by the Commission, such combi nation shall be deemed to have an appreciable adverse effect on competition and the Commission shall deal with such combination in accordance with the provisions of this Act. (6) If the parties to the combination do not accept the modifica tion proposed by the Commission under sub-section (3), such parties may, within thirty working days of the modification proposed by the Commission, submit amendment to the modification proposed by the Commission under that sub-section. 7 . Omitted vide Competition (Amendment) Act, 2023 dated 11-04-2023 w.e.f. 10-09-2024 before it was read as, (7) If the Commission agrees with the amendment submitted by the parties under sub-section (6), it shall, by order, approve the combination. (8) If the Commission does not accept the amendment submitted under sub-section (6), then, the parties shall be allowed a further period of thirty working days within which such parties shall accept the modification proposed by the Commission under sub-section (3). (9) If the parties fail to accept the modification proposed by the Commission within thirty working days referred to in sub-section (6) or within a further period of thirty working days referred to in sub-section (8), the combination shall be deemed to have an appreciable adverse effect on competition and be dealt with in accordance with the provisions of this Act. (10) Where the Commission has directed under sub-section (2) that the combination shall not take effect or the combination is deemed to have an appreciable adverse effect on competition under sub-section (9), then, without prejudice to any penalty which may be imposed or any prosecution which may be initiated under this Act, the Commission may order that ( a ) the acquisition referred to in clause ( a ) of section 5; or ( b ) the acquiring of control referred to in clause ( b ) of section 5; or ( c ) the merger or amalgamation referred to in clause ( c ) of section 5, shall not be given effect to: Provided that the Commission may, if it considers appropriate, frame a scheme to implement its order under this sub-section. (11) If the Commission does not, on the expiry of a period of 1 [ two hundred and ten days from the date of notice given to the Commission under sub-section (2) of section 6 ] pass an order or issue direction in accordance with the provisions of sub-section (1) or sub-section (2) or sub-section (7), the combination shall be deemed to have been approved by the Commission. Explanation. For the purposes of determining the period of 2 [ two hundred and ten ] days specified in this sub-section, the period of thirty working days specified in sub-section (6) and a further period of thirty working days specified in sub-section (8) shall be excluded. (12) Where any extension of time is sought by the parties to the combination, the period of ninety working days shall be reckoned after deducting the extended time granted at the request of the parties.