Page 1 of 17 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/05/1283 Non-Confidential 20 May 2026 Proceedings under Section 43A of the Competition Act, 2002 in relation to notice filed under sub-section (2) of Section 6 of the Act by Manipal Health Systems Private Limited and Manipal Education and M…
Combination Registration No. C-2025/05/1283 Non-Confidential
20 May 2026
Proceedings under Section 43A of the Competition Act, 2002 in relation to notice filed under sub-section (2) of Section 6 of the Act by Manipal Health Systems Private Limited and Manipal Education and Medical Group India Private Limited.
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Appearances: Mr. Samir Gandhi, Advocate; Mr. Rahul Rai, Advocate; Mr. Ankit Majumdar, Advocate and Mr. Ravi Gangal, Advocate
Order under Section 43A of the Competition Act, 2002
Description of the Parties
Acquirer 1: Acquirer-1 is a privately held healthcare company in which Manipal Global Health Services (MGHS) and Acquirer-2 are majority shareholders, while MEMG Family Office LLP (MEMG FO) owns a minority shareholding. It provides a diverse range of services, including hospital services, research services, telemedicine, home healthcare, and medical tourism.
Acquirer 2: Acquirer-2, incorporated in India, is a private limited company and ultimately belongs to the Pai Family Group. Its shareholding is split between RSP Trust (India) being the sole majority shareholder and MEMG FO, MEMG International India Private Limited and Dr. Arun being its minority shareholders. It is engaged in the provision of management consultancy services and advisory activities to customers in India and does not have any operations other than that in India.
Pai Family: The Pai Family comprises Dr. Ranjan Pai, Mrs. Shruti Pai, Ms. Sanya Pai and Ms. Rhea Pai (together referred to as “Pai Family”). The Pai Family is treated as the ultimate parent of the Pai Family Group, including the Acquirers. Thus, the Acquirers may be said to belong to the Pai Family Group.The Pai Family and Pai Family Group, including through their affiliates, are engaged in (i) running and managing hospitals and providing health care services; (ii) providing management business consultancy and other related services; (iii) providing services in finance, management, administration, legal, human resources development and other related fields; (iv) management and administration of teaching hospitals; (v) operating various hospitals or clinics for providing healthcare services; and (vi) providing educations and related services. It is submitted in the notice that educational institutions operated by the Acquirer Group offer their services primarily in the formal education segment and not in the market for non-formal education.
Target: The Target is Aakash Educational Services Limited (Target/AESL). Aakash Edutech Private Limited (AEPL) is the 100% subsidiary of the Target. The Target operates classroom centres (including its franchisee centres) (Aakash Centres) across India. Further, the Target offers its services through multiple modes such as classroom-based coaching, online learning, distance learning and hybrid learning programmes. The Target (directly or through its subsidiary or its franchisees) provides following services: (i) coaching services supplementing their classroom learning curated learning resources for class 8; (ii) preparatory coaching services for junior competitive scholarship tests and merit-based entrance tests, such as Olympiads and NTSE; (iii) coaching services supplementing their classroom learning curated learning resources for class 9 to 10; and (iv) coaching services supplementing their classroom learning curated learning resources for science stream for classes 11 and 12.
Transaction
The Commission in its Order dated 24th June 2025 approved the combination filed pursuant to, inter alia, the Share Purchase Agreement dated 30th April 2025 (SPA) entered into by the Acquirers with J. C. Chaudhry (Seller), the founder of the Target [hereinafter, the Acquirers and the Target are collectively referred to as the ‘Parties’].
Under the terms of the SPA, the Acquirers agreed to purchase approximately 11.03% of the total issued and paid-up share capital of the Target on a fully diluted basis from the Seller (Notified Transaction/Combination). Out of this, Acquirer-1 agreed to acquire 7.39%, while Acquirer-2 agreed to acquire 3.64% of the Target’s total equity shareholding.
Submissions in the Notice
With respect to Notified Transaction, it was submitted in the notice that Acquirer-1 and MEMG FO by way of Combination Registration No. C-2024/05/1142 had earlier sought the approval of the Commission for the acquisition of approximately 39.61% stake in the Target by Acquirer-1, and acquisition of approximately 8.25% stake in the Target by MEMG FO. Both of which were approved by the Commission by way of an order dated 23rd July 2024. However, MEMG FO’s proposed acquisition of 8.25% stake in the Target is still not complete due to ongoing litigation. Meanwhile, in November 2024, the shareholders of the Target approved certain amendments to its Articles of Association (AoA), pursuant to which Acquirer-1 (together with any other entities controlled by Dr Ranjan Pai or his relatives) were granted various rights in the Target in addition to the ordinary shareholder rights that vested in it by virtue of its shareholding of more than 26% in the Target.
Further, on 24th February 2025, MNI Ventures, an affiliate of the Acquirers, acquired approximately 6.91% and 0.84% of the Target’s total equity share capital from Singapore VII Topco I Pte. Limited (Singapore Topco) and BCP Asia Athena ESC (Cayman) Limited (BCP Asia), respectively (collectively, ‘Blackstone Acquisition’). Thereafter, the Combination, as mentioned above, was completed on 30th April 2025 following which the equity shareholding of the Acquirers, together with their affiliates increased to approximately 58.39%.
The Commission considered the matter in its meeting held on 24th June 2025 and observed that vide order dated 23rd July 2024, in Combination Registration No. C-2024/05/1142, the approval was granted for the acquisition of approximately 39.61% stake in the Target by Acquirer-1 and approximately 8.25% stake in the Target by MEMG FO. The said order noted that post the completion of the acquisition by MEMG FO, the Acquirers will together hold up to approximately 48% of the Target’s share capital. However, the rights in the Target granted to Acquirer-1 (together with other entities controlled by Dr Ranjan Pai or his relatives) by way of Amendment to AoA of the Target in November 2024 (AoA Amendment) and the Blackstone Acquisition were not a subject matter of approval in Combination Registration No. C-2024/05/1142. Both these events/transactions as well as the Combination notified by way of instant notice took place subsequent to and in addition to the transactions disclosed in that notice.
It was noted that various rights were granted to the Acquirer-1 (together with any other entities controlled by Dr Ranjan Pai or his relatives) in the Target by way of AoA Amendment are in addition to the ordinary shareholder rights that vested in it by virtue of its shareholding of more than 26% in the Target. ******************************* ************************************************************************ ************************************************************************ ************************************************************************ ********** However, the acquisition of these rights were made without any notice to or approval of the Commission.
Regarding Blackstone Acquisition, it was submitted in the notice that on the date of the Blackstone Acquisition, the Acquirers and their affiliates only held approximately 39.61% stake in the Target and increased their stake to approximately 48% pursuant to the transaction (which was below 50%) without acquisition of any additional rights. Hence, the said acquisition was exempt under Item 4 of the Schedule in the Competition (Criteria for Exemption of Combinations) Rules, 2024 (Item 4 Exemption).
However, it was noted that the Commission in Combination Registration No. C-2024/05/1142 had approved the acquisition of up to approximately 48% of the Target’s share capital. Considering the same, the Blackstone Acquisition i.e., acquisition of 7.75% stake in the Target by MNI Ventures (an affiliate of the Acquirers) appears to be an acquisition in addition to the combination approved in Combination Registration No. C-2024/05/1142. Given the foregoing, it appears that the Acquirers and their affiliates exceeded the threshold of 50% in the Target with the Blackstone Acquisition. Hence, the benefit of Item 4 Exemption was not applicable to the Blackstone Acquisition. Therefore, a notice in respect of the same ought to have been given to the Commission, prior to its consummation. Likewise, a notice in respect of Notified Transaction also ought to have been given to the Commission prior to its consummation.
In their SCN Response, the Acquirers submitted that their actions were solely driven by a commitment to preserve the Target's financial stability and protect the interests of its numerous stakeholders, especially students across India who rely on its services for preparation of competitive examinations and would have faced severe disruption had the Target been unable to continue its operation .
It is submitted that the Target and its earlier parent company, Think & Learn Private Limited (T&L), suffered from financial and management irregularities since 2022. The Manipal Group disbursed multiple loans to T&L and the Target between June 2023 to February 2024, to ensure the Target’s operations and financial viability. Despite these efforts, in 2023, the Target defaulted on its debentures valued at INR 2,000 crores. Additionally, T&L, as the Target’s corporate guarantor for the debentures, continued to face severe financial distress, including ongoing insolvency proceedings. This compelled Acquirer-1, the debenture holder, to immediately undertake the acquisition in January 2024 converting the debentures into approximately 39.61% of the Target’s total equity share capital (Initial Acquisition), which was duly notified to and approved by the Commission in Combination Registration C-2024/05/1142.
While the Initial Acquisition's capital infusion reduced the Target’s debt, it was insufficient for continued viability, particularly because T&L, a significant shareholder in the Target, was undergoing corporate insolvency proceedings and was in severe financial distress. The Manipal Group (to which the Acquirers belong) was mindful of the impact on the Target and its students, and had intended to acquire an additional approximately 8.25% equity shareholding in the Target, which was secured as collateral for a loan advanced to the Target in October 2023. The proposed acquisition of this additional approximately 8.25% in the Target was notified to the Commission by the Acquirer along with the Initial Acquisition in Combination Registration No. C-2024/05/1142 and was duly approved. However, despite the Commission’s approval for this proposed acquisition, the Manipal Group has not completed this additional acquisition of 8.25% shares of the Target due to ongoing litigation across multiple forums.
Given these circumstances, the Acquirers were compelled to undertake both the Blackstone Acquisition and the Notified Transaction purely with a view to protect the Target, and more importantly its staff, employees, and students.
i. The Acquirers should not be penalised under Section 43A of the Act with respect to the Notified Transaction:
With respect to the Notified Transaction, it is submitted that the Seller was the original founder of the Target and was engaged in protracted litigation before various courts and tribunals in India over his approximately 11.03% shareholding in the Target. In light of the Target’s precarious financial situation and the need to protect the interests of its students, the Acquirer and the Seller decided not to pursue further proceedings in courts, ……… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… …………………………………………………………………………………………… ……………………………… .
It is submitted that given the Target’s deteriorating financial condition, it was equally critical for the Acquirers to complete the Notified Transaction at the earliest for, inter alia, the following reasons: (i) financial distress of key shareholder i.e., T&L; (ii) the Target’s financial vulnerability, due to presence of T&L as a significant shareholder in the Target and lack of necessary rights with the Acquirers/Manipal Group to make decisions with respect to the Target’s business operations and management without the consent of other shareholders; (iii) protection of Acquirers’ rights from T&L’s insolvency proceedings which resulted in numerous legal proceedings involving both T&L and the Target as well as the Acquirers; (iv) ******************************************************* ************************************************************************ ************************************************************************ ************************************************************************ ************************************************************************ ************************************************************************ ************************************************************************ ************************************************************************ ***********************************.
It is submitted that had the Acquirers not consummated the Notified Transaction at the earliest, the Target’s financial condition and economic viability would have deteriorated further or become collateral to T&L’s insolvency proceedings, adversely impacting the interest of the students enrolled with the Target and other stakeholders.
Therefore, it is submitted that the above noted critical and extenuating circumstances, necessitate interpreting Sections 6(2), 6(2A) and 43A of the Competition Act purposively and holistically. Such an approach will demonstrate that the Acquirers’ acquisition of the Target’s shares pursuant to the Notified Transaction neither warrants a finding of infringement under Sections 6(2) and 6(2A) of the Competition Act nor requires imposition of any penalty under Section 43A of the Competition Act.
ii. The Blackstone Acquisition was exempt from notification to the Commission
It is submitted that SCN incorrectly alleges that the Manipal Group had an obligation to notify the Blackstone Acquisition to the Commission. It is submitted that the Blackstone Acquisition did not necessitate a notification under Section 6(7) of the Competition Act, as it met the criteria for the Item 4 Exemption, which applies to additional acquisitions if: (a) the acquirer already holds more than 25% of the target’s shares or voting rights; (b) the acquisition does not result in an increase in its shareholding to 50% or higher; and (c) there is no change of control over the target.
It is submitted that the Blackstone Acquisition satisfies all these elements in the following manner:
a) The Manipal Group already held more than 25% of the Target’s shareholding: i. On 24th February 2025, the Blackstone Acquisition was finalised. At this point, the Manipal Group held approximately 39.61% of the Target’s equity shares. While Combination Registration No. C/2024/05/1142, concurrent with the Initial Acquisition, included a proposal for the Manipal Group to acquire an additional 8.25% shareholding in the Target, these shares have not yet been acquired due to ongoing legal proceedings. ii. Till date, the Acquirers have not acquired, and hence do not hold, the approximately 8.25% shares of the Target for which they had sought and received the Commission’s approval. In fact, the Target did not register the Manipal Group as the owners of these additional approximately 8.25% equity shares of the Target under Section 56 of the Companies Act, 2013 (Companies Act). iii. Therefore, absent the acquisition of the proposed approximately 8.25% equity shareholding in the Target, the Manipal Group’s shareholding in the Target remained at approximately 39.61%, i.e., remained above 25%.
b) The Manipal Group’s shareholding in the Target did not increase to over 50% as a consequence of the Blackstone Acquisition: i. The Manipal Group’s total shareholding in the Target as on date of the Blackstone Acquisition was approximately 39.61%. The Manipal Group did not “hold” approximately 48 % of the Target as on the date of the Blackstone Acquisition. ii. With respect to the acquisition of approximately 8.25% shares of the Target, it is submitted that the buyer (i.e., MEMG Family Office LLP) and the seller (i.e., T&L) are yet to complete the transaction by exchanging the relevant shares for the agreed consideration; and iii. the Target is yet to register the Manipal Group as the owners of these additional approximately 8.25% equity shares of the Target. Consequently, the acquisition of an additional approximately 7.75% equity shareholding in the Target through the Blackstone Acquisition increased the Acquirers/their affiliates’ cumulative shareholding to approximately 48 % and not more than 50% as the SCN notes.
c) The Manipal Group did not acquire additional control over the Target pursuant to the Blackstone Acquisition: The Manipal Group did not acquire additional control over the Target, resulting in either a change in the degree or the quality of control that it previously exercised in the Target pursuant to the Blackstone Acquisition. Prior to the Blackstone Acquisition, the sellers, i.e., Singapore Topco and BCP Asia, had waived all their existing rights in the Target. As such, the Blackstone Acquisition did not result in a change in the Acquirers/Manipal Group’s control over the Target.
iii. A contrary view will absolve the Acquirers of an obligation to notify the Notified Transaction:
iv. The AoA Amendment did not result in a change in control over the Target:
a) The Manipal Group already exercised control over the Target: At the time of the AoA Amendment, the Manipal Group, through MHSPL, had an approximate shareholding of 39.61% in the Target. With Manipal Group’s shareholding in the Target exceeding 25%, Section 14 of the Companies Act, empowered it to block critical special-resolutions, such as amendments to the Target’s charter documents, capital reductions, mergers/demergers, business sales, related-party transactions exceeding specified limits, and company winding-up procedures. As such, the Manipal Group already exercised ‘negative’ control over the Target.
b) No change in either the ‘degree’ or ‘quality’ of control: The AoA Amendment did not alter the 'degree' or 'quality' of the Manipal Group's control over the Target. Despite not holding 50% or more shares in the Target, being its largest shareholder (as of the AoA Amendment), the Manipal Group already exercised some degree of control due to normal voting rights in proportion to its shareholding. Further, the rights acquired through the AoA Amendment did not confer any new or enhanced operational control.**************************************************** ******************************************************************** ******************************************************************** ******************************************************************** ***************************************************. ************************************************* Accordingly, the AoA Amendment did not alter the extent or nature of the Manipal Group's pre-existing control in the Target and hence, did not require a notification to or an approval from the Commission.
The Commission has considered the material on record and heard the arguments of the learned counsel in the matter on 16th December 2025. Further, the Acquirer were also granted liberty to submit their written submission which were submitted on 23rd December 2025.
Upon consideration of the above, it is noted that the primary argument made regarding the Blackstone Acquisition is that since the Acquirers are yet to acquire the additional approximately 8.25% equity shares for which they had earlier sought and received the Commission’s approval, the benefit of Item 4 exemption would apply. Also, the Target has not registered them as the owners of 8.25% equity shares since the ownership of these shares is still under litigation and the Acquirers are unable to acquire them despite their best efforts. Therefore, it would be incorrect to aggregate these litigated shares with the Parties’ overall shareholding in the Target for assessing applicability of Item 4 Exemption to the Blackstone Acquisition. Moreover, no rights were acquired as a result of the Blackstone Acquisition. This is because the rights of the Blackstone entities in the Target had been terminated well before the Blackstone Acquisition was contemplated.
Additionally, it is contended that if a contrary view were to be taken, then the Manipal Group’s total shareholding in the Target prior to the Notified Transaction would be approximately 55.61%, i.e., more than 50%. In such a situation, the acquisition of additional shares through the Notified Transaction i.e., acquisition of approximately 11.03% shareholding in the Target (resulting in Acquirer’s shareholding in the Target increasing to approximately 66.64% but less than 75%), would satisfy the requirements of Item 5 Exemption. This is so because the rights of the Seller in the Target had been terminated well before the Parties contemplated this acquisition.
Regarding rights acquired by way of the AoA Amendment, pursuant to which Acquirer-1 (together with any other entities controlled by Dr Ranjan Pai or his relatives) were granted certain rights in the Target, it is submitted that the AoA Amendment did not result in a change of control over the Target or acquisition of additional degree of control by the Manipal Group. ********************************************************** *********** the Manipal Group remained a minority on the Target’s board of directors.
In response to the Commission’s query during the hearing, ,************************* *********************************************************************** *********************************************************************** *********************************************************************** *********************************************************************** Despite the rights granted to the Manipal Group through the AoA Amendment, it did not exercise these rights in AESL. It did not entitle exercise of control over the Target’s board of directors. .****************************** *********************************************************************** Further, the AoA Amendment is currently pending litigation from various parties and has not been implemented.
In view of the foregoing, the Commission is of the opinion that there is contravention of the provisions of sub-section (2) of Section 6 and sub-section (2A) of Section 6 of the Act by the Acquirers. It is to be noted that failure to give notice in accordance with sub-section (2) of Section 6 of the Act attracts penalty under Section 43A of the Act.
The Hon’ble Supreme Court in ‘Competition Commission of India v Thomas Cook (India) Ltd. & Anr.’1 has held that: “For the imposition of penalty under section 43A, the action may not be mala fide in case there is a breach of the statutory provisions of the civil law, penalty is attracted simpliciter on its violation.” In terms of Section 43A of the Act, a maximum penalty of one per cent of the combined value of turnover of the parties in India can be imposed.
It is to be noted that Section 43A of the Act prescribes the maximum extent of penalty that can be levied for failure to file notice; however, the Commission can consider the conduct of the parties and circumstances of the case to arrive at an appropriate amount of penalty.
In the instant matter, the Acquirers by consummating the transaction without filing a notice contravened the provisions of Section 43A read with Section 6(2) and Section 6(2A) of the Act. Therefore, they cannot be exculpated of their statutory obligation thereunder. In fact, this is not the first instance of contravention of the provisions of the Act. Earlier, in Combination Registration No. C-2024/05/1142 also, Acquirer-1 had consummated the acquisition of an approximately 39.61% stake in the Target without notifying the Commission.
However, the Commission has considered the mitigating circumstances mentioned above and the conduct of the Acquirers whereby they disclosed the transaction voluntarily and extended cooperation and provided the material/documents as sought by the Commission. Thus, considering the facts and circumstances of the case and the conduct of the Acquirers in the matter, the Commission decides to impose a penalty of INR 50,00,000 (INR Fifty Lakh only) in the matter. The penalty shall be paid within 60 days from the date of receipt of this order.
It is made clear that nothing used in this order shall be deemed to be confidential or deemed to have been granted confidentiality, as the same has been used for the purposes of the Act in terms of the provisions contained in Section 57 thereof.
The Secretary is directed to communicate to the Acquirers, accordingly.
1 Civil Appeal No.13578 OF 2015 (17 April 2018)
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Browse source lawsAccordingly, an Order dated 24th June 2025 (SCN Order) was passed by the Commission under Section 43A of the Act read with Regulation 48 of the Competition Commission of India (General) Regulations, 2009, directing the Acquirers and their affiliate MNI Ventures, to explain, in writing, within a time period of 15 days from the receipt of the SCN Order, why they should not be found in contravention of the provisions of the Act and why no penalty in terms of Section 43A of the Act should be imposed upon them. The SCN Order was communicated to the Acquirers vide letter dated 16th July 2025 and the Acquirers submitted their response on 1st September 2025 (SCN Response), after seeking extension of time.
Further, it is submitted that the Notified Transaction does not warrant any penalties under Section 43A of the Act, for the following additional reasons: a) Absence of special rights: The Acquirers did not enter into a shareholders' agreement with the Target or its shareholders concerning the Notified Transaction. Therefore, they did not obtain special contractual rights in the Target through this transaction. b) The Notified Transaction helped sustain competition and did not result in AAEC in India: The Notified Transaction helps sustain competition in the market for the students enrolled with the Target as it ensures the continued financial stability and viability of the Target. c) The Acquirers have acted in a bona fide manner: The Acquirers submit that their continued engagement and cooperation with the Commission demonstrates their bona fides and underscores their genuine commitment to complete transparency and cooperation.
Accordingly, the Acquirers have requested the Commission to consider all the mitigating and exonerating circumstances highlighted above, and exercise its discretion under Section 43A, read with Section 6(2) and 6(2A), in a favourable manner and not impose any penalties on the Acquirers.
Lastly, regarding the Notified Transaction involving the acquisition of 11.03% of the Target’s equity share capital by Acquirers on a post-issue fully diluted basis being completed prior to submitting the notice to the Commission, the Acquirers have not denied the same, but emphasised the critical and extenuating circumstances underpinning Notified Transaction due to which they were constrained to proceed with Notified Transaction. Further, relying upon the mitigating circumstances, as outlined above, they have prayed that they ought not to be held guilty of contraventions of the Act or imposed penalty upon.
Further, the Acquirers have emphasised that they acted in good faith ************** **************************************** and filed the Notice within nine days from signing the trigger document, i.e., the SPA and having purchased the shares. It is submitted that they could not have approached the Commission prior to signing the trigger document as required under Section 6(2) of the Act and the signing was contingent upon immediate closing. Furthermore, a full and voluntary disclosure of all events was made to the Commission, including both the AoA Amendment and the Blackstone Acquisition in the Notice itself.
Upon consideration of the submissions made in the Notice, the SCN Response and during the hearing, the Commission finds that the Blackstone Acquisition, AOA Amendment as well as the Notified Transaction were all consummated without being notified to the Commission.
It is pertinent to note that the merger control regime in India is mandatory and suspensory in nature. This means that combinations are notifiable unless they can avail any exemptions and cannot be consummated, either entirely or in part, before an approval from the Commission. Section 5 of the Competition Act provides the assets and turnover criteria for acquisitions of control, shares, voting rights or assets as well as mergers and amalgamations that amount to a combination. Section 6(2) of the Competition Act requires/ mandates parties to give notice in respect of their proposed combination. Section 6(2A) of the Act provides that a combination notified to the Commission shall not come into effect for a period of 150 days from the date of notification or approval by the Commission, whichever is earlier. It is also pertinent to mention here that the mandatory regime for notifying a proposed combination to the Commission is applicable, irrespective of whether the combination causes appreciable adverse effect on competition in India or not.
In the facts and circumstances of the instant matter, even if the submissions made regarding notifiability of Blackstone Acquisition and the AoA amendment made by the Acquirers were to be accepted by the Commission, it cannot be denied that the Notified Transaction was consummated in contravention of the provisions of the Act. It was incumbent upon the Acquirers to be in conformity with all relevant provisions of the Act and applicable regulations; however, the transactions were consummated by them without filing a notice and without seeking the approval of the Commission.
