Competition Law Updates August 2026

CASE UPDATES

Competition Commission of India Slaps

₹142 Crore Penalty on HP India and Resellers for Cartelisation and Bid Rigging

On 13 July 2026, the Competition Commission of India (CCI) imposed penalties exceeding ₹142 crore on HP India and several resellers under Section 27 of the Competition Act, 2002 (Competition Act) for cartelisation and bid rigging in the sale and supply of HP personal system products, including laptops, desktops, workstations and accessories (Computers Case), and ink and toner cartridges (Cartridges Case). The orders arose from lesser penalty applications filed by HP India under Section 46 of the Competition Act read with the CCI (Lesser Penalty) Regulations, 2009.

Upon forming a prima facie opinion of contravention of Section 3, the CCI directed the Director General (DG) to investigate Delhi procurers’ Government e-Marketplace (GeM) tenders valued at over ₹1 crore in the Computers Case and ₹20 lakh in the Cartridges Case.

In the Computers Case [1] , the CCI imposed ₹126.87 crore on HP India and approximately ₹1.22 crore on five resellers. Relying on documentary and communication evidence, including emails and reseller submissions admitting bid coordination, the CCI found that HP India controlled reseller bid prices and influenced their GeM participation by selectively withholding authorisations to favour its own bids. Five resellers were held guilty of collusion.²

In the Cartridges Case³, the CCI imposed ₹11.98 crore on HP India and approximately ₹2.30 crore on 16 resellers. Evidence included emails, WhatsApp messages among HP India officials and between resellers, and a video recording and transcript of an HP India-reseller meeting. The CCI found that all 16 resellers provided and solicited cover bids to manipulate tender outcomes, while HP India selectively authorised participation to help achieve its sales targets.

The resellers contended that their vertical relationship with HP India could not constitute a horizontal arrangement under Section 3(3). The CCI rejected this, noting that both participated as GeM bidders and competed against each other, with each emerging as L-1 bidders in different tenders. They were therefore in a horizontal competitive relationship while bidding and subject to Section 3(3).

A similar argument was considered in In re: Nagrik Chetna Manch and Fortified Security Solutions & Ors.⁴ and In re: Cartelization in respect of tenders floated by Indian Railways for supply of Brushless DC Fans and other electrical items⁵. In both cases, the CCI held that parties competing in the same tender are competitors under Section 3(3)(d), irrespective of their relationship or other business activities. The CCI further observed that treating such parties as non-competitors could defeat the purpose of Section 3(3)(d).

Finding a contravention of Section 3(3)(d) read with Section 3(1), the CCI imposed penalties and issued cease-and-desist orders under Section 27. Individual officials were also held personally liable under Section 48.

Business Takeaway : Businesses should undertake proactive competition compliance programmes to sensitise sales and operational personnel to the risks of communications with competitors. Regular training on information-sharing relating to tender participation and pricing can help mitigate cartel liability risks for the business and responsible individuals.

CCI Closes Antitrust Complaint against Delhi International Airport Limited; Finds No Fault in Security Tender Process

On 16 July 2026, the CCI closed⁶ proceedings against the Airports Authority of India (AAI), Ministry of Civil Aviation (MoCA) and Delhi International Airport Limited (DIAL) concerning alleged contraventions of Sections 3 and 4 of the Competition Act.

The Informant, Mr. Swam Kartik Sharma, Director of Galaxy Security and Allied Services Pvt. Ltd., alleged that DIAL had abused its dominant position for over 20 years by undermining competitive bidding and exclusively awarding tenders for non-core security services at Indira Gandhi International Airport (IGIA) to RAXA Security Services Limited (RAXA), a GMR Group company (GMR). The Informant alleged that this violated DIAL’s obligations under the Operation, Management and Development Agreement (OMDA) and resulted in unfair practices and denial of market access under Sections 4(2)(a)(i), 4(2)(b)(i), 4(2)(c) and 4(2)(e).

DIAL, a consortium of AAI and GMR, submitted that the tenders complied with the OMDA and applicable laws. Based on the independent probity auditor’s report, Board resolutions and minutes of Board meetings, the CCI found that the 2020 tenders for security services at IGIA and DIAL’s offices, and the 2025 tender for non-core security functions at IGIA, followed a competitive process involving multiple bidders. This included publication of tender notices, sealed bids under a two-bid system, technical evaluation and opening of technical bids in the presence of the probity auditor’s representatives. The CCI therefore found that RAXA was awarded the tenders through a competitive, arm’s-length process. It also noted that the Informant had provided no material demonstrating unfair tender conditions, bid rigging or collusive bidding. Accordingly, the CCI found no prima facie contravention of Sections 3 and 4 and closed the matter under Section 26(2).

The CCI’s approach may be compared with its decision⁷ in a similar matter involving GMR Hyderabad International Airport Limited (HIAL), which had refused to renew Air Works India’s licence to provide Line Maintenance Services (LMS), allegedly favouring its group entity, GMR Aero Technic Limited (GMR Aero Technic). The CCI considered that the absence of alternative, reasonably priced access to the airport could restrict competition, particularly given the parties’ respective market shares. Ultimately, however, the CCI cleared HIAL, finding that: (i) LMS could be provided by self-handling airlines and off-site third parties, (ii) airport premises were not indispensable for market access, and (iii) HIAL’s communications directing airlines to alternative vendors did not favour its affiliate or any particular vendor.

Business Takeaway : The DIAL and HIAL decisions indicate that allegations of preferential treatment or group affiliation must be assessed against their actual effect on competition and market access. Businesses operating under concession arrangements should maintain records demonstrating objective vendor selection, competitive bidding and arm’s-length decision-making.

COMBINATIONS

CCI’s Approach to Internal Reorganisations and Changes in Control

On 2 June 2026, the CCI approved⁸ the proposed restructuring of UPL Limited’s (UPL) group entities to consolidate its Indian and global crop protection businesses under UPL Global Sustainable Agri Solutions Limited (UPL 2). The notification was filed pursuant to a Composite Scheme of Arrangement approved by UPL’s Board.

The transaction involved an internal reorganisation under which UPL Sustainable Agri Solutions Limited (UPL SAS) and UPL Crop Protection Holdings Limited (Cayman 1), which respectively handled UPL’s Indianand global crop protection businesses, would be transferred to UPL 2, a wholly owned subsidiary of UPL.

The CCI emphasised that a change in the degree or quality of control requires assessment of whether the acquiring entity’s ability or incentive to exercise control changes, including due to the removal of other shareholders’ restraining influence. As UPL would acquire an additional degree of control over the businesses, the CCI found that any overlaps with UPL were notional and would not affect competition. It therefore found no horizontal, vertical or complementary linkages raising competition concerns and approved the combination under Section 31(1).

Under the Competition (Criteria for Exemption of Combinations) Rules, 2024,⁹ intra-group mergers or amalgamations are generally exempt where they do not result in a change in control. However, the exemption does not apply where the restructuring results in a change in control, a shift in decision-making power to an external entity or a different management structure. The change in the degree of control in the present case therefore brought the restructuring within the scope of merger control assessment.

In a similar combination approved by the¹⁰ CCI, Sanlam Emerging Markets (Mauritius) Limited (SEMM) acquired additional shares in Shriram Life Insurance Company Limited (SLIC) from Shriram Capital Private Limited (SCPL), increasing its shareholding from 49.25% to over 50% and thereby changing the degree of control, while SLIC remained under joint control of SEMM and the Shriram Group. The CCI also identified a vertical linkage between SLIC’s life insurance business and the distribution activities of SCPL’s subsidiaries.

Given the parties’ insignificant market shares, the CCI found that the proposed combination was unlikely to cause an appreciable adverse effect on competition (AAEC) in India and approved it under Section 31(1) of the Competition Act.

Business Takeaway : The decisions highlight that changes in the degree or quality of control can trigger merger control assessment even in intra-group reorganisations. Businesses should therefore assess changes in control rights and shareholder influence before relying on intra-group exemptions.

CCI Approves Honda’s Acquisition of Additional Voting Interests in Astemo

On 23 June 2026, the CCI approved¹¹ Honda Motor Co. Ltd.’s (Honda) acquisition of an additional 21% voting interest in Astemo Ltd. (Astemo) from Hitachi Ltd. (Hitachi). The transaction was notified pursuant to a share purchase agreement (SPA) between Honda and Hitachi and a shareholders’ agreement between Honda, Hitachi and JICC-01 Investment Business Limited Partnership (JICC-01).

The transaction increased Honda’s voting interest in Astemo from 40% to 61%, resulting in a change in the degree of control. Astemo had been under the joint control of Honda, Hitachi and JICC-01 since October 2023.

Honda, the flagship company of the Honda Group, manufactures and sells automobiles, passenger vehicles (PVs), two-wheelers (TWs), power products and automotive components in India. Astemo manufactures and sells automotive and power product components. For the CCI’s assessment, Honda and its relevant affiliates comprised the Acquirer Group, while Astemo and its relevant affiliates comprised the Target Group.

The CCI identified no horizontal overlaps but identified vertical linkages between the Target Group’s upstream supply of automotive and power product components and the Acquirer Group’s downstream manufacture and sale of PVs, TWs and power products in India. The CCI assessed 19 upstream and three downstream markets. The Target Group supplied components to Original Equipment Manufacturers (OEMs), including Honda Group entities, while Honda manufactured PVs and TWs through Honda Cars India Limited and Honda Motorcycle and Scooter India Pvt. Ltd., and power products through Honda India Power Products Ltd.

For the automotive linkages, the CCI noted that the Target Group was already under Honda’s common control and would remain under its joint control post-transaction. The upstream markets had established competitors and sophisticated OEMs with significant countervailing buyer power. Although Honda had a relatively higher presence in the TW segment, it faced strong competitors including Hero MotoCorp, Bajaj Auto and TVS Motor Company, while its relatively low presence in the PV segment and competition from Maruti Suzuki, Hyundai, Tata Motors and Mahindra limited foreclosure concerns. The CCI therefore found that the transaction would neither change the parties’ incentives nor alter the competitive landscape.

With respect to the power product vertical linkages, the CCI noted that, despite the parties’ presence in the relevant upstream and downstream markets, the procurement and sales activities between the Acquirer Group and Target Group were captive intra-group transactions. As these supplies were confined within the group, the CCI found that the transaction did not raise concerns of customer or input foreclosure.

Considering the existing control structure, competitive constraints and captive nature of the power product supplies, the CCI left the precise relevant market definition open and found that the proposed combination was unlikely to cause an AAEC in India. Accordingly, the CCI approved the proposed combination under Section 31(1) of the Competition Act.

Business Takeaway : The decision highlights that an increase in voting rights can trigger merger control assessment where it changes the degree of control, even where the target is already within the acquirer’s group. Businesses should therefore assess whether changes in voting interests alter existing control arrangements when undertaking shareholder restructurings.

CCI Approves 100% Acquisition of Macquarie AirFinance by Dubai Aerospace Enterprise and Eirecam Designated Activity Company

On 2 June 2026, the CCI approved¹² the acquisition of Macquarie AirFinance Limited (Macquarie) by Dubai Aerospace Enterprise (DAE) and DAE Eirecam Designated Activity Company (Eirecam), pursuant to a share purchase agreement. The transaction involved the acquisition of 100% of Macquarie, conferring sole control on DAE and Eirecam.

The Investment Corporation of Dubai (ICD), the ultimate owner of DAE and Eirecam, is active in air transportation through Emirates and Dubai Aviation Corporation (flydubai). DAE is a global aircraft lessor, while Eirecam is its wholly owned subsidiary with no current business operations. Macquarie is also a global aircraft lessor. ICD and its affiliates constitute the Acquirer Group, while Macquarie and its affiliates constitute the Target Group.

The CCI identified horizontal overlaps in the dry leasing of aircraft to airlines globally and in India, and a vertical linkage between the Acquirer Group and Target Group’s global dry leasing activities and the Acquirer Group’s downstream air passenger transport services in India through Emirates and flydubai. The CCI left the precise market definition open, as the transaction did not raise concerns under any plausible market definition.

As airlines and lessors operate and source aircraft globally, the CCI assessed the horizontal overlaps at both global and India levels. The parties had relatively low combined shares and limited increments, while established lessors including AerCap Holdings, SMBC Aviation Capital, Avolon Holdings and BOC Aviation exerted significant competitive constraints. The Acquirer Group’s downstream presence in Indian air passenger transport was also miniscule and did not raise foreclosure concerns.

Accordingly, considering the parties’ limited market presence and competitive constraints, the CCI found that the combination was unlikely to cause an AAEC in India and approved it under Section 31(1) of the Competition Act.

Business Takeaway: The decision highlights that the CCI may assess competitive dynamics at both global and Indian levels where the relevant market is inherently global. Businesses should therefore also consider global competitive dynamics, alongside their Indian market position, when assessing the competition implications of cross-border transactions.

Footnotes

^{1 CCI: In re: Cartelisation amongst HP India and its resellers in the sale and supply of Personal System Products in India, Suo Moto Case No. 07 of 2020, order dated 13 July 2026.}

^{2 OP-7 (Thoughtsol Infotech Pvt. Ltd.), was represented by King Stubb & Kasiva’s Competition Law Team, led by Partner Aniket Ghosh. OP-7 and the individuals associated with it were fully exonerated by the CCI.}

^{3 CCI: In re: Cartelisation amongst HP India and its resellers in the sale and supply of Supplies Products in India, Suo Moto Case No. 08 of 2020, order dated 13 July 2026.}

^{4 CCI: In re: Nagrik Chetna Manch and Fortified Security Solutions & Ors., Case No. 50 of 2015, order dated 1 May 2018.}

^{5 CCI: In re: Cartelization in respect of tenders floated by Indian Railways for supply of Brushless DC Fans and other electrical items, Suo Moto Case No. 03 of 2014, order dated 18 January 2017.} 

^{6 CCI: In re: Swam Kartik Sharma and Airports Authority of India & Ors., Case No. 27 of 2025, order dated 16 July 2026.}

^{7 CCI: In re: Air Works India (Engineering) Pvt. Ltd. and GMR Hyderabad International Airport Ltd & Anr., Case No. 30 of 2019, order dated 15 September 2025.}

^{8 CCI: Notice under Section 6 (2) of the Competition Act, 2002 jointly filed by UPL Limited; UPL Sustainable Agri Solutions Limited; UPL Global Sustainable Agri Solutions Limited; UPL Crop Protection Holdings Limited; TPG Upswing Limited; Platinum Jasmine A 2018 Trust; and Woodhall Holdings (DIFC) Limited, Combination Registration No. C-2026/04/1407, order dated 2 June 2026.}

^{9 CCI, Item 10, Schedule to the Competition (Criteria for Exemption of Combinations) Rules, 2024; CCI, Combination FAQs, FAQ 104.}

^{10 CCI: Notice under Section 6(2) of the Competition Act, 2002 given by Sanlam Emerging Markets (Mauritius) Ltd, Combination Registration No. C-2026/05/1416, order dated 9 June 2026.}

^{11 CCI: Notice under Section 6(2) of the Competition Act, 2002 given by Honda Motor Co., Ltd., Combination Registration No. C-2026/04/1411, order dated 23 June 2026.}

^{12 CCI: Notice under Section 6(2) of the Competition Act, 2002 given by Dubai Aerospace Enterprise (DAE) Ltd and DAE Eirecam Designated Activity Company, Combination Registration No. C-2026/04/1404, order dated 2 June 2026.}

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