New Delhi, Aug. 27 -- The Competition Commission of India (CCI) in recent years has increasingly relied on behavioural remedies in merger cases to address competition concerns, often clearing transactions in Phase I itself. These remedies focus on modifying the parties' conduct rather than requiring divestitures, allowing many transactions to clear quickly in Phase 1 without disrupting marketing dynamics.
The 2025 Bharat Forge-American Axle order is a particularly instructive case. Although the behavioural remedies proposed were broadly in line with those seen in earlier Phase I cases, the matter proceeded to a Phase II investigation. The remedies in Bharat Forge were consistent with the CCI's broader behavioural remedy jurisprudence, and the case appears to be an outlier, driven more by timing and procedural constraints than by substantive antitrust concerns.
Evolution of behavioural remedies in India
In Bharat Forge/American Axle order, Bharat Forge sought to acquire full control over American Axle's Indian subsidiary. The primary concern was a horizontal overlap in the medium and heavy commercial vehicle (MHCV) axles market, where the combined entity would control 60-65% of the market. The CCI identified risks of reduced bidding competition, limited options for original equipment manufacturers (OEMs), and potential post-merger coordination with Bharat Forge's affiliate JVs.
To address this, the parties committed to maintaining separate management, brands, and sales teams; ring-fencing sensitive information; instituting a cooling-off period for personnel movement; ensuring independent participation in Request for Quotations (RFQs) and Request for Proposals (RFPs); and disaggregated IT systems. Although this matter was taken into Phase II, the remedy package was of the same nature and scope as in many Phase I cases.
Similar behavioural remedies have allowed the CCI to clear various mergers swiftly in Phase I. For example, the Nippon Yusen Kabushiki-Ocean Network Express joint venture faced concerns about possible information exchange and coordination between the JV and its parent companies, which continued to operate independently. The parties addressed these risks through binding rules of information control and a strong internal compliance framework, leading to a smooth Phase I clearance.
In 2018, IHH Healthcare's acquisition of a stake in Fortis was examined closely due to IHH's existing JV with a Fortis competitor, raising the possibility of indirect coordination. The CCI accepted commitments involving a clear separation of commercial and operational decision-making, prohibition on overlapping board positions, and strict non-disclosure and ring-fencing undertakings, allowing the deal to be approved in Phase I.
More recently, Google's acquisition of approximately 1.28% of Bharti Airtel raised vertical foreclosure concerns given Google's presence in digital infrastructure, operating systems, app stores, and cloud services. The CCI was wary of potential preferential treatment, exclusionary practices, or restricted access to Google's digital tools and platforms. Google and Airtel offered commitments to maintain platform neutrality, ensure non-discriminatory access, prevent sensitive information sharing, and confirm that the investment would not result in strategic or operational control, addressing the concerns fully within Phase I timelines.
Similar sentiments were reflected in the TRIL Urban Transport-GMR Airports transaction in 2022, where potential coordinated effects due to overlapping infrastructure interests were addressed through commitments ensuring GMR Airports' operational independence, ring-fencing confidential business information, prohibiting board representation or strategic influence, and requiring prior approval for sensitive strategic changes. These were accepted in Phase I to eliminate risks of information sharing or coordinated conduct.
The Ruby Holdings-Singtel/Bharti Airtel combination in 2023 involved complex shareholding structures across telecom and digital services. The CCI's primary concern was potential coordinated behaviour and strategic influence through cross-holdings in competing entities. The parties committed to maintaining operational separation, avoiding board overlaps, and restricting information flows and shared management appointments. With these safeguards in place, the deal was cleared in Phase I.
What made Bharat Forge order different?
Despite offering remedies broadly similar to those accepted in prior Phase I cases, the Bharat Forge transaction was sent into Phase II in March 2025. This shift appears driven not by heightened substantive concerns, but by the timing of the transaction in light of the Supreme Court's ruling in January 2025 ruling in AGI Greenpac's acquisition of HNG. The court mandated that the CCI issue show cause notices to both acquirer and target and conduct public consultation before approving a remedy, necessitating procedural escalation even where remedies were adequate. The position was reversed in June 2025 clarifying that the CCI has discretion to proceed as it deems fit.
Looking ahead: Swift clearances and procedural evolution
The Bharat Forge case, while resolved in Phase II, reflects a broader trend where well-designed behavioural remedies are often sufficient to address competition concerns without resorting to structural divestitures. More importantly, the remedies in Bharat Forge were not materially different from those seen in several Phase I approvals.
Recent legislative reforms now codified into the Indian merger control regime further support this trend. Amendments now allow parties to offer remedies prior to issuance of a show cause notice, submit remedies alongside responses to show cause notices, as well as CCI to propose modifications within Phase I timelines and reduce the outer time limit for merger review to 150 days from 210 days previously.
Together, these changes reinforce the CCI's policy of resolving concerns swiftly wherever possible in Phase I, thereby preserving both competition and transactional certainty.
As India's competition enforcement evolves, behavioural remedies, when designed with sufficient precision are likely to remain a vital tool in enabling efficient merger clearances.
Anisha Chand is a Partner at Khaitan & Co. The views expressed are personal.
Published by HT Digital Content Services with permission from VC Circle.