Section 31 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 31 of the Competition Act, 2002 is where the Commission decides a combination: it approves it, approves it subject to modifications, or directs that it shall not take effect. The Competition (Amendment) Act, 2023 reshapes the section. It adds a deemed-approval proviso to sub-section (1), substitutes sub-sections (3) to (6), omits sub-sections (7) to (12) and keeps (13) and (14).
As per the consolidated text of the Act published by the Competition Commission of India (amendments shown up to the Finance Act, 2017), read with the Competition (Amendment) Act, 2023 as published in the Gazette of India on 11 April 2023. The Commission approves a combination that does not, or is not likely to, have an appreciable adverse effect on competition; approves with modifications where the effect can be eliminated; and orders that a combination shall not be given effect to, or be declared void, or frames a scheme where it cannot. If it passes no order within one hundred and fifty days from the date of notice under Section 6(2), the combination is deemed approved. The 2023 change applies from the date notified for that provision; the notification is not in the sources consulted and should be checked.
Heading and sub-section (1): approval
The 2023 Act (its Section 23(a)) omits the word "certain" from the marginal heading, so "Orders of Commission on certain combinations" becomes "Orders of Commission on combinations".
Section 31(1) of the consolidated text reads: "Where the Commission is of the opinion that any combination does not, or is not likely to, have an appreciable adverse effect on competition, it shall, by order, approve that combination including the combination in respect of which a notice has been given under sub-section (2) of section 6." The 2023 Act (Section 23(b)) directs that the words "including the combination" be omitted. Applying that direction word for word, the sub-section reads "...it shall, by order, approve that combination in respect of which a notice has been given under sub-section (2) of section 6". The words to be omitted occur once, so the direction fits the base text. The change in meaning is not explained in the amending Act, and we do not guess at it: we give the sub-section as it reads after the omission.
New proviso: deemed approval if no prima facie opinion
The 2023 Act (Section 23(c)) inserts a proviso after sub-section (1): "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." Sub-section (1B) of Section 29 gives the Commission thirty days from receipt of notice under Section 6(2) to form its prima facie opinion; see our article on Sections 29 and 30.
If your transaction is awaiting an order, a financial and legal due diligence team can help track the dates that decide whether deemed approval applies.
Sub-section (2): adverse effect
Section 31(2): "Where the Commission is of the opinion that the combination has, or is likely to have, an appreciable adverse effect on competition, it shall direct that the combination shall not take effect." It is not amended.
Sub-sections (3) to (6) as substituted in 2023
The 2023 Act (Section 23(d)) substitutes sub-sections (3), (4), (5) and (6).
(3) Approval subject to modifications. "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) Carrying out the modification. "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) Orders where the combination cannot proceed. "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) Deemed approval. "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."
Sub-section (6) works together with the standstill in Section 6(2A), also one hundred and fifty days as amended; see our article on Section 6(1) to (3). The text of sub-section (6) says nothing about excluding any period; the consolidated text had an Explanation that excluded certain periods from its sub-section (11), as described below.
Example. Madhuri Pharma Ltd notifies a merger under Section 6(2). No order is passed under sub-sections (1), (2), (3) or (5) within one hundred and fifty days of the date of notice. Under sub-section (6) the combination is deemed to have been approved by the Commission.
Sub-sections (7) to (12): omitted
The 2023 Act (Section 23(e)) directs that sub-sections (7), (8), (9), (10), (11) and (12) be omitted. As one "before 2023" paragraph: in the consolidated text these sub-sections dealt with the amendment of the Commission's proposed modification by the parties and the further period to accept it (counted in thirty working days), the order that a combination shall not be given effect to, the deemed approval on the expiry of two hundred and ten days from the date of notice under Section 6(2), and a period of ninety working days reckoned after deducting extended time in sub-section (12). The consolidated text also prints sub-section (11) with an Explanation that excluded the thirty working day periods from the two hundred and ten days. Sub-section (12) there speaks of "the period of ninety working days", while sub-section (11) prints two hundred and ten days; that mismatch is a drafting slip in the earlier text and is now moot.
The gazette direction names sub-sections (7) to (12) and does not mention the Explanation printed beneath sub-section (11). Because the Explanation speaks of "the period of two hundred and ten days specified in this subsection", the Explanation has no sub-section left to explain; but the amending clause is silent about it, and we record that point rather than resolve it.
Sub-sections (13) and (14): retained
- Sub-section (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."
- Sub-section (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."
Neither is amended. Check the other laws that may apply to the facts of a particular combination.
What the 2023 Amendment Act changed in Section 31
| Provision | Before (consolidated text) | After (2023 Act) |
|---|---|---|
| Heading | "...on certain combinations" | "...on combinations" |
| 31(1) | "approve that combination including the combination in respect of which a notice has been given..." | The words "including the combination" omitted |
| 31(1) proviso | None | Deemed approval if no prima facie opinion under Section 29(1B) |
| 31(2) | Direct that the combination shall not take effect | Not changed |
| 31(3) to (6) | Proposal of modification; thirty working day steps; deemed adverse effect | Substituted: approval subject to modifications; carrying out; orders under (5); one hundred and fifty days |
| 31(7) to (12) | Includes two hundred and ten days and ninety working days | Omitted |
| 31(13), (14) | As printed | Not changed |
Related reading
The statement of objections and modification steps that feed sub-section (3) are in our article on Section 29A. Penalty for failing to notify is in the article on Section 43A. An appeal against an order under Section 31 lies to the Appellate Tribunal because Section 53A(1)(a) lists it; see our article on Section 53B. For overview reading, see the guides on CCI approval for mergers and acquisitions and on the regulation of combinations.
Need help with a pending combination order?
The path through Section 31 depends on what has been notified, what the Commission has said and how many days have run. Our team can help you track those and plan around them as part of financial and legal due diligence.
Key takeaways
- The Commission approves a combination without appreciable adverse effect on competition and may approve one subject to modifications.
- Where the combination cannot proceed, it may order that it not be given effect to, be declared void, or frame a scheme.
- If no order is passed within one hundred and fifty days from the date of notice under Section 6(2), the combination is deemed approved.
- Sub-sections (7) to (12) are omitted; (13) and (14) remain.
- The 2023 change applies from the date notified for that provision; the notification is not in the sources consulted and should be checked.
Read next
- Statement of objections and modifications under Section 29A
- Procedure for investigation of combinations
- Notice of combination to CCI and the standstill period
- Extraterritorial jurisdiction and interim orders
Disclaimer: Based on the consolidated text of the Competition Act, 2002 published by the Competition Commission of India (amendments shown up to the Finance Act, 2017), read with the Competition (Amendment) Act, 2023 as published in the Gazette of India on 11 April 2023, and on the regulations and guidelines of the Commission as notified in 2024, as consulted on 2 October 2026. Commencement notifications, notified thresholds, rules and later amendments should be checked. This article is general information, not legal advice; check the official text before acting.