ESG & Competition Advisory

ESG & Competition Law

ESG disclosure requirements are expanding fast for listed and large companies, and any merger, acquisition, or market-dominant business decision can trigger CCI scrutiny. Getting BRSR reporting wrong, or missing a mandatory CCI combination filing, carries real regulatory and reputational risk.

ESG & Competition Law

3 Services

ESG Advisory & BRSR Reporting

Build a credible ESG framework and file your Business Responsibility and Sustainability Report as mandated by SEBI.

CCI Combination Filing (M&A)

File your CCI combination notice for a qualifying merger or acquisition before it can legally close.

Competition Law Advisory

Get advisory support on cartel, dominance, and antitrust matters before the Competition Commission of India.

Understanding ESG reporting and competition law

What this section covers

This section covers two areas of law that affect larger businesses and transactions.

Competition law is governed by the Competition Act, 2002 and administered by the Competition Commission of India (CCI). The Act does three main things:

It prohibits anti-competitive agreements, such as cartels and bid rigging, under Section 3.
It prohibits abuse of a dominant position under Section 4.
It regulates combinations – acquisitions, mergers and amalgamations – under Sections 5 and 6. Transactions that cross the prescribed asset or turnover thresholds, or the deal value threshold of ₹2,000 crore introduced by the Competition (Amendment) Act, 2023 and in force from 10 September 2024, must generally be notified to the CCI and approved before completion, unless an exemption applies.

ESG reporting for listed companies is mainly through the Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The BRSR is mandatory for the largest 1,000 listed entities by market capitalisation and is voluntary for others. SEBI has also introduced BRSR Core, a set of key indicators subject to reasonable assurance or assessment, and value chain disclosures, both being phased in as per SEBI’s circulars.

This section covers CCI filings, competition law compliance and ESG/BRSR reporting support.

Who needs these services

Acquirers and merging companies whose transactions may cross CCI thresholds, including deals with a large transaction value and substantial business operations in India.
Businesses in concentrated markets or with a large market share, whose pricing, distribution or supply terms may be examined under Section 4.
Companies in trade associations or that deal with competitors, where information exchange and pricing discussions carry cartel risk.
The largest 1,000 listed companies that must file the BRSR with their annual report, and those falling within the BRSR Core assurance phases.
Suppliers to listed companies, who may be asked for ESG data as part of value chain disclosures.
Unlisted companies preparing for listing or responding to investor and lender ESG questionnaires.

How to choose between the services

You are planning an acquisition, merger or investment: CCI filing covers the threshold assessment, availability of exemptions such as the de minimis exemption, and preparation of Form I or Form II. The CCI decides whether to approve, and the transaction should not be completed before approval where notification is required.
You want to reduce risk in day-to-day dealings: competition law compliance covers review of distribution and supply agreements, pricing policies, trade association conduct and internal compliance manuals and training.
You have received a notice or information request from the CCI: competition law support covers preparing documents and responses. Representation before the CCI or the appellate tribunal is by an authorised legal professional.
You are a listed company preparing your annual report: ESG and BRSR covers data collection across environmental, social and governance parameters, drafting the BRSR, and readiness for BRSR Core assurance by an independent assurance provider.
You are unlisted or a supplier: voluntary ESG reporting aligned with BRSR indicators can help respond to buyer, investor and lender requests.

All services in this section

Frequently asked questions

When does a merger or acquisition need CCI approval?

Under Sections 5 and 6 of the Competition Act, 2002, a combination must generally be notified to the CCI if the parties or group cross the prescribed asset or turnover thresholds, or if the deal value exceeds ₹2,000 crore and the target has substantial business operations in India. Exemptions, including the de minimis target exemption, may apply. Thresholds are revised by notification, so the current figures should be checked.

What is the penalty for not notifying a combination?

If a notifiable combination is completed without notice to the CCI, the Commission may impose a penalty under Section 43A of the Competition Act, 2002, calculated with reference to the turnover or assets of the combination or the deal value, as provided in the Act. The CCI can also examine the combination afterwards. Parties should therefore assess notification requirements before signing or closing a transaction.

Which companies must file a BRSR?

Under Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the largest 1,000 listed entities by market capitalisation must include a Business Responsibility and Sustainability Report in their annual report. Other listed entities may file it voluntarily. SEBI has phased in BRSR Core assurance and value chain disclosures for the largest companies first, and timelines have been revised through circulars, so the latest SEBI circular should be checked.

What is BRSR Core?

BRSR Core is a subset of BRSR indicators, specified by SEBI, covering key parameters such as greenhouse gas emissions, water, energy, waste, employee well-being and gender diversity. For companies within the notified phases, these indicators are subject to reasonable assurance or assessment by an independent provider. SEBI has modified the scope and timelines since its introduction, so the current circular should be followed.

Can small businesses be affected by competition law?

Yes. While merger control thresholds mainly affect larger transactions, the prohibitions on anti-competitive agreements under Section 3 of the Competition Act, 2002 apply to enterprises of all sizes. Agreements between competitors to fix prices, share markets or rig bids are presumed to have an appreciable adverse effect on competition, and trade association members can be held responsible for collective decisions.