JUDGMENT :

VIKRAM NATH, J.

A. INTRODUCTION

1. Merger control under the Competition Act, 2002¹ [In short “the Act”] is a forward-looking instrument of economic regulation. Its objective is to preserve competitive markets in India by ensuring that combinations which may alter market structure are examined before they take effect. This statutory design necessarily rests on disclosure. The notice in respect of a proposed combination must present the transaction as it is intended to operate in substance, including its structure, its inter-connected steps, and the rights and arrangements that give it commercial meaning, so that the Commission is placed in a position to undertake an informed assessment of likely competitive effects. The law, therefore, insists on substance and requires that the regulator be enabled to examine the transaction as a composite whole.

2. At the same time, the Commission is a creature of statute. Its authority, whether to impose penalties, to draw adverse inferences from alleged non-disclosure, or to disturb an approval already granted, must be traced to the Act and exercised within the limits that the legislature has set. Where the statute requires satisfaction of