Chapter II - Prohibition of Certain Agreements, Abuse of Dominant Position and Regulation of Combinations
Section 6A
Section 6A: open offers, etc.
Section 6A creates a limited route for implementing an open offer or acquiring shares or convertible securities from multiple sellers on a regulated stock exchange before CCI approval. Its notice and rights restrictions still apply.
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This article is for general information. Refer to the Competition Act, 2002 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Nothing contained in sub-section (2A) of section 6 and section 43A shall prevent the implementation of an open offer or an acquisition of shares or securities convertible into other securities from various sellers, through a series of transactions on a regulated stock exchange from coming into effect, if— (a) the notice of the acquisition is filed with the Commission within such time and in such manner as may be specified by regulations; and (b) the acquirer does not exercise any ownership or beneficial rights or interest in such shares or convertible securities including voting rights and receipt of dividends or any other distributions, except as may be specified by regulations, till the Commission approves such acquisition in accordance with the provisions of sub-section (2A) of section 6 of the Act. Explanation.—For the purposes of this section, ‘open offer’ means an open offer made in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 made under the Securities and Exchange Board of India Act,1992.
Introduction
The section addresses timing where an open offer or market acquisition may need to proceed before the competition review ends. It does not remove CCI notification or permit an acquirer to exercise the listed rights before approval, except to the extent regulations specify.
Key takeaways
Narrow transaction category
The route covers a SEBI-regulated open offer or the described series of purchases from various sellers on a regulated stock exchange.
Notice remains mandatory
The acquisition notice must be filed with CCI within the time and manner specified by regulations.
Rights remain restricted
Before approval, the acquirer cannot exercise ownership or beneficial rights, including voting and dividends, except as regulations permit.
Check the transaction form
Confirm that the proposed transaction is the open offer defined in the Explanation or the specified stock-exchange acquisition from various sellers. Other acquisition structures need analysis under Section 6 without assuming this timing route applies.
File the combination notice
Section 6A conditions its treatment on notice to CCI within the regulatory time and manner. Verify the currently applicable combination regulations for the filing steps before executing the transaction.
Ring-fence rights until approval
Track voting, dividend, distribution and other beneficial or ownership rights attached to the acquired securities. Do not exercise them until CCI approval unless an applicable regulation allows the specific exception.
Practical checklist
Do
- Map the acquisition steps and confirm they fit the statutory open-offer or regulated-exchange category.
- Set a CCI notice timetable under the current combination regulations.
- Document the restriction on exercise of voting, dividend and other beneficial rights pending approval.
Avoid
- Do not assume Section 6A waives CCI approval.
- Do not exercise acquired voting or distribution rights before approval without checking a specific regulatory exception.
Glossary
- Open offer
- For Section 6A, an open offer under the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011.
- Convertible securities
- Securities capable of conversion into other securities; the precise instrument and transaction must fit the statutory wording.
Frequently asked questions
Does Section 6A remove the need for CCI approval?
No. The section permits the described implementation before approval only if its conditions are met and restricts exercise of ownership and beneficial rights until approval, subject to regulations.
Can the acquirer vote the purchased shares immediately?
The section bars exercise of voting and other listed ownership or beneficial rights before CCI approval except as may be specified by regulations.
Need help applying this provision to your situation?
Contact BizeneedLast updated 9 October 2026