New Delhi (ABC Live): ENBD-RBL Bank Acquisition : The approval by the Competition Commission of India (CCI) for Emirates NBD Bank (P.J.S.C.) to acquire 51–74% of RBL Bank Limited is, first of all, legally correct under competition law.

However, while the clearance fully addresses antitrust concerns, it does not resolve wider policy questions. In particular, it leaves open issues related to foreign control, governance discipline, and financial stability. These matters fall outside CCI’s role and are instead the responsibility of banking regulators.

Importantly, similar gaps between formal CCI approval and deeper structural impact have already been highlighted by ABC Live in earlier coverage of merger approvals, such as the ChrysCapital–Nash Industries case:
👉 https://abclive.in/2026/01/14/chryscapital-nash-industries-cci-approval/

1. Primary Sources and Transparency

To begin with, this report is grounded in official and verifiable sources.

🔗 Official CCI Order (Section 31)

👉 https://www.cci.gov.in/combination/order/details/summary/1667/0/orders-section31

This link leads to the authoritative CCI clearance order issued under Section 31 of the Competition Act, 2002. It confirms that the Commission found no appreciable adverse effect on competition (AAEC) arising from the transaction.

In addition, the analysis relies on the Regulation 13(2) transaction summary filed by the parties with CCI .

Crucially, both documents describe the transaction in the same manner. Therefore, from a disclosure perspective, the deal is consistent, transparent, and properly presented.

2. How the Transaction Is Structured

At a practical level, the transaction proceeds in three linked steps:

Importantly, although the open offer attracts public attention, effective control is achieved through the preferential allotment. As a result, existing shareholders are diluted rather than bought out at market price.

Nevertheless, this structure is fully lawful and commonly used in capital-intensive transactions.

3. Why CCI Approved the Deal

From CCI’s perspective, the reasoning is straightforward.

First, ENBD’s Indian presence is limited to three branches.
Second, RBL’s market share across deposits, lending, and payments is modest.
Therefore, even after the acquisition, the combined entity does not gain market power.

Consequently, as confirmed in the official CCI order linked above, the Commission found no competition harm, making approval both expected and justified.

4. Relevant Markets Left Open — Correct but Limited

The parties submitted that relevant product and geographic markets could be left open, given the absence of any competition concerns.

Legally, this is acceptable and consistent with past CCI practice.
However, banking control is not just about markets or products. It also affects:

• capital use,

• risk appetite,

• treasury strategy, and

• governance standards.

Thus, while the CCI analysis is correct for antitrust purposes, it is inherently limited in capturing systemic implications.

5. Scale Difference and Strategic Reality

Another key factor is the scale gap between the two institutions:

In effect, this is not a merger of equals. Instead, it is the entry of a global bank into India through control of a local institution. As a result, future strategy may increasingly reflect group-level priorities.

6. Foreign Control: A Quiet Policy Shift

Traditionally, India has allowed:

• dispersed foreign shareholding in private banks, and

• foreign banks operating through subsidiaries.

This transaction introduces a third model:

a listed Indian private bank under majority foreign control.

This model is not prohibited, but it is also not clearly defined in policy. Therefore, the deal rests more on regulatory interpretation than explicit policy guidance.

7. Branch Merger: The Most Sensitive Element

The merger of ENBD’s India branches into RBL is arguably the most important structural change.

By shifting from branch banking to full bank ownership, ENBD gains scale and flexibility without creating a wholly owned subsidiary. This is smart structuring, but it also requires strong RBI safeguards.

8. Is There Any “Hanky-Panky” in ENBD-RBL Bank Acquisition deal?

To be clear:

• there is no fraud,

• no concealment, and

• no abuse of competition law.

However, the deal does involve aggressive but lawful structuring.

In short, this is rule optimisation, not rule breaking.

9. What CCI Approval Does Not Mean

Although the CCI order (linked above) is important, it is not the final safeguard.

Accordingly, the real test lies with the Reserve Bank of India, not with CCI.

Final Conclusion on ENBD-RBL Bank Acquisition

Ultimately, the ENBD–RBL transaction is:

• competition-clean, as confirmed by the official CCI order,

• fully disclosed, and

• legally robust.

At the same time, it:

• creates a new ownership model,

• exposes policy gaps, and

• shifts control of an Indian private bank abroad.

Therefore:

CCI approval is correct, but not sufficient by itself.
The real safeguard lies in RBI oversight and post-deal governance.

Handled carefully, this deal can strengthen Indian banking.
Handled loosely, it may set a precedent others will push further—an issue already flagged in ABC Live’s broader coverage.