Vibrant Enterprise Vs Vygon India Pvt. Ltd. (Competition Commission of India)
Summary: The Competition Commission of India (CCI), by order dated 03 September 2026, closed the information filed by Vibrant Enterprise against Vygon India Pvt. Ltd. under Section 26(2) of the Competition Act, 2002. The Informant had alleged contravention of Sections 3(4) and 4 of the Act arising from the Master Dealership Agreement (MDA) and Vygon’s distribution practices.
The allegations included unilateral termination rights, tender prohibitions, territorial/market allocation, non-compete obligations, mandatory 45-day stocking, extensive reporting requirements, audit powers, and the supply of products approaching or beyond expiry, with corresponding liability being placed on dealers. The Informant proposed the relevant market as neonatal and paediatric vascular access devices and speciality critical-care catheters used in tertiary care hospitals in India and claimed that Vygon held a 40%–70% market share depending on the product category.
The CCI rejected this narrow market definition. It noted that the MDA covered more than 800 products and that the challenged restrictions extended across Vygon’s broader product portfolio. The Commission therefore considered a portfolio/cluster approach and identified, prima facie, the market for supply of medical consumables to institutional buyers in India, while also examining the narrower market relating to supply of catheters.
The Commission found that the Informant had not produced evidence establishing Vygon’s substantial market share. Publicly available information and the Ernst & Young report relied upon by Vygon indicated the presence of significant competing suppliers, including Polymed, HMD and Romsons. The competitive position and resources of these rivals did not suggest that Vygon enjoyed a dominant position.
On the Section 3(4) allegations, the CCI observed that vertical restrictions require some degree of market power to materially foreclose competition. Since Vygon’s market power was not established, foreclosure of competing suppliers or dealers was considered unlikely. The fact that the Informant obtained a dealership of Polymed after its relationship with Vygon ceased was also considered indicative that an alternative source of supply was available and switching at dealer level was not prohibitive.
Consequently, the CCI held that neither dominance under Section 4 nor an appreciable adverse effect on competition under Section 3(4) was prima facie established and closed the Information under Section 26(2). Pending interlocutory applications were also disposed of.
The Commission separately granted confidentiality for three years in respect of specified documents/data/information filed by Vygon under Regulation 36 of the Competition Commission of India (General Regulations), 2024, subject to Section 57 of the Act. The Competition Act, 2002 contains the statutory framework governing anti-competitive agreements, abuse of dominant position and proceedings before the CCI.
Analysis:
The principal issue before the CCI was not merely whether the MDA contained restrictive provisions, but whether those provisions could be assessed as prohibited conduct under Sections 3(4) or 4 in the relevant competitive context.
For Section 4, the Commission treated market definition and dominance as foundational. The Informant’s proposed neonatal and paediatric catheter market was considered too narrow because the MDA was not confined to those products. The Commission specifically relied on the fact that the MDA covered more than 800 products and that the alleged restrictions operated across the OP’s portfolio. This led it to consider a broader institutional medical-consumables market and, alternatively, the supply of catheters.
The Commission’s approach demonstrates the importance of aligning the relevant market with the actual scope of the impugned conduct. Where contractual restrictions apply across a broad product portfolio and the products move through substantially similar distribution and tender channels to the same institutional purchasers, the Commission may be unwilling to isolate one specialised product category merely because that category is alleged to have particular competitive characteristics.
The second decisive factor was market power. The Informant’s assertion of a 40%–70% market share was not supported by independent evidence; the Informant stated that its estimate was based on the personal knowledge of its representative arising from its relationship with Vygon. Against this, the Commission considered information indicating substantial competition from other domestic and multinational suppliers. It concluded that the available material did not establish dominance.
This finding was also determinative of the Section 3(4) allegations. The Commission expressly observed that a vertical restriction may contravene Section 3(4) where it causes or is likely to cause an appreciable adverse effect on competition under Section 19(3), and that the concerned entity must possess some degree of market power for vertical restraints to materially foreclose competition. In the absence of demonstrated market power, the alleged foreclosure of competing suppliers or dealers was considered unlikely.
The switching evidence further weakened the Informant’s case. The Commission noted that, after cessation of the Vygon relationship, the Informant obtained a dealership of Polymed. This was treated as evidence that an alternative manufacturer and source of supply was available and that switching was not prohibitive.
The reasoning is consistent with the Commission’s earlier treatment of dealership and distribution arrangements, including its consideration of relevant-market definition and competitive effects in Neha Gupta v. Tata Motors Ltd. — CCI, where the CCI examined allegations concerning dealer practices. Neha Gupta v. Tata Motors Ltd. — CCI Similarly, the CCI’s decision in Hiveloop Technology Pvt. Ltd. v. Britannia Industries Ltd. illustrates the Commission’s examination of alleged distributor-related restrictions in their competitive context. Hiveloop Technology Pvt. Ltd. v. Britannia Industries Ltd. — CCI
The order also refers to Aditya Automobile Spares Pvt. Ltd. v. Kotak Mahindra Bank Ltd., Neha Gupta v. Tata Motors Ltd., M/s Shubham Sanitarywares v. M/s HSIL Ltd., and Hiveloop Technology Pvt. Ltd. v. Britannia Industries Ltd. in connection with the competing approaches to market delineation. The supplied order itself is the controlling source for the way those authorities were relied upon in the present matter.
A notable feature of the decision is that the CCI did not decide the legality of each individual MDA clause in isolation. Instead, it concluded that the threshold elements necessary for proceeding under Sections 3(4) and 4 had not been established. Thus, the absence of demonstrated dominance and market power meant that the Commission did not find a prima facie case warranting further investigation.
List of Cases Discussed / Relied Upon:
1. Aditya Automobile Spares Pvt. Ltd. & Ors. v. Kotak Mahindra Bank Limited, Case No. 103 of 2016, order dated 15.03.2017.
2. Neha Gupta v. Tata Motors Ltd. & Ors., Case No. 21 of 2019, order dated 23.08.2023.
3. M/s Shubham Sanitarywares v. M/s HSIL Limited, Case No. 09 of 2015, order dated 09.09.2015.
4. Hiveloop Technology Pvt. Ltd. v. Britannia Industries Ltd., Case No. 18 of 2021, order dated 16.06.2022.
FULL TEXT OF THE ORDER OF COMPETITION COMMISSION OF INDIA
1. The Information in the present matter has been filed by Vibrant Enterprises (‘Informant’) under Section 19(1)(a) of the Competition Act, 2002 (‘Act’) against Vygon India Private Limited (‘OP’), alleging contravention of provisions of Sections 3(4) and 4 of the Act. The Informant has also prayed for grant of interim relief in the matter.
2. The Informant is stated to be a partnership firm based in Gujarat and is engaged in distribution of medical devices/consumables. The OP is stated to be a company engaged in the business of marketing and selling single use medical devices under the brand name ‘VYGON’ and offers broad products in vascular access, polyurethane and PVC feeding tubes, monitoring systems, ventilation and aspiration systems, and loco-regional anesthesia devices.
3. It has been submitted by the OP that the Informant was its employee from 2005 to 2012. From 2012 onwards to 21.07.2025, the Informant operated as its non-exclusive dealer in Gujarat, when the Informant voluntarily/unilaterally terminated its dealership with the OP.
4. The allegations in the Information pertain to the Master Dealership Agreement (‘MDA’) of the OP and its related conduct. As per the Information, these demonstrate a pattern of coercive control, restrictive conditions, and artificially created dealer dependency. The Informant has alleged that the OP has indulged into practices related to unilateral termination rights, tender prohibitions, market allocation, non-compete obligations, mandatory 45-day stocking, extensive reporting requirements, intrusive audit powers, supplying about to expire or expired products, and contractually shifting full responsibility and liability for such products onto the dealers. As per the Informant, these practices, substantially lessen competition and distort the competitive landscape of the market. The aforesaid conduct of the OP is alleged to constitute abuse of dominant position under Section 4 of the Act and vertical restraints under Section 3(4) of the Act. For the purpose of the present matter, the Informant has defined the relevant market as the market for neonatal and paediatric vascular access devices and speciality critical care catheters used in tertiary care hospitals in India and has alleged that the OP holds dominant position in the said market.
5. The Commission considered the Information filed in the present matter in its ordinary meeting held on 04.02.2026 and decided to seek certain details from the Informant. The Commission also decided to forward a copy of the Information to the OP for its comments. The parties were directed to file their respective responses within four weeks from the date of receipt of the said order.
6. In pursuance of the aforesaid directions of the Commission, the Informant filed its response dated 18.03.2026 on 23.03.2026. Further, the OP filed an Interlocutory Application (‘IA’) No. 86 of 2026 dated 25.03.2026 inter alia requesting extension of time by four weeks, for reasons stated therein. The Commission considered the same in its ordinary meeting held on 15.04.2026 and took the response of the Informant on record. Further, the Commission decided to seek certain information from the OP and accordingly, granted a period of four weeks from the date of receipt of the said order to file the requisite details.
7. OP filed its response on 29.05.2026 along with a prayer (through IA No.151 of 2026) to condone the delay of 8 days in filing of the response along with additional information sought by the Commission. Certain defects were notified to the OP in relation to the said reply, vide email dated 01.06.2026. The OP refiled its reply after removal of defects, on 05.06.2026.
8. The Commission considered the matter in its ordinary meeting held on 19.08.2026 and decided to pass an appropriate order in due course.
9. At the outset, the Commission condones the aforesaid delay in filing of the reply by the OP and decides to take the same on record. The Commission further notes that the Informant is aggrieved by various clauses of the MDA as well as certain practices of the OP in relation to distribution of its products as mentioned above. Based on the same, the Informant has alleged that OP’s conduct constitutes violation of Sections 3(4) and 4 of the Act.
10. In this regard, the Commission notes that an assessment under Section 4 of the Act necessarily requires delineation of the relevant market, as the alleged abusive conduct must be examined in the context of the enterprise’s dominant position in such relevant market. For an assessment under Section 3(4) of the Act, the impugned conduct is required to be examined with reference to the market in which the alleged vertical agreement or restraint operates along with its likely or actual effect on competition therein.
11. As per the Informant, the relevant product market for the purposes of this Information is the market for neonatal and paediatric vascular access devices and specialty critical-care catheters used in tertiary care hospitals in India. In this regard, the Informant has averred that Neonatal Peripherally Inserted Central Catheters (‘PICCs’) require specific materials and ultra-thin lumens designed for premature veins and adult PICCs (typically 4Fr to 7Fr) cannot be used in neonates (who require 1Fr to 2Fr). It has been further submitted that the OP has been the sole bidder or the only technically qualified bidder in many tenders.
12. The OP, on the other hand, has contested the said delineation of the relevant market and inter alia submitted that the focal product/service at the center of the allegation i.e., the MDA relates to the distribution of the entire gamut of OP’s products. Further the allegations (and the evidence supplied) by the Informant, are also not specific to catheters but extend across different product categories of the OP. Therefore, the OP has contended that since the allegations relate to entire suite of products of the OP which were also being distributed by the Informant, the relevant product market delineated in the present case should be market for manufacture and distribution of medical consumables. In this regard, the OP has relied on certain decisions of the Commission viz. Aditya Automobile Spares Pvt. Ltd. & Ors. Vs. Kotak Mahindra Bank Limited¹, Neha Gupta Vs. Tata Motors Ltd. & Ors.², M/s Shubham Sanitarywares Vs. M/s HSIL Limited³, Hiveloop Technology Pvt. Ltd Vs. Britannia Industries Ltd⁴. In the alternative, the OP has proposed that⁴ based on supply-side substitutability in terms of Section 2(t)(ii) of the Act, the Commission may also consider a narrower market i.e., the market for sale and distribution of catheters in India.
13. As regards the market presence of the OP, the Informant in the Information has submitted that the OP’s market share ranges between 40% to 70% (depending on the category) in the market for neonatal and paediatric vascular access devices and specialty critical-care catheters used in tertiary care hospitals in India. Further, coupled with substantial entry barriers, tender based brand prescription and lack of countervailing buyer power, the OP is alleged to hold a dominant position. The Commission vide its order dated 04.02.2026 directed the Informant to submit the basis of said market share. The Informant vide its submission dated 18.03.2026 submitted that it had been working with OP in different capacities since 2005 and made this statement based on personal knowledge of its representative.
14. The OP on the other hand, relying on an Ernst & Young (‘EY’) report (November 2024), has inter alia contended that its market share in both the alternative relevant markets (para 12 supra) is negligible. The OP has further contended that the market is characterized by the presence of large multinational and domestic players including, inter alia, Medtronic, Becton Dickinson, Teleflex, Boston Scientific, B. Braun, Polymed, Romson, Hindustan Syringes & Medical Devices (HMD), Helmier, Disposafe, and others. The OP has also submitted that even in the narrowest relevant market as proposed by the Informant, its market share remains negligible. Furthermore, the market for neonatal PICC products in India comprises several domestic as well as international players including but not limited to Venocura, Haolang Med, and Polymed.
15. In relation to the relevant product market, the Commission notes that the allegations are not confined to neonatal PICCs. As per the information available on record, the MDA covers more than 800 products. Thus, the impugned conditions relating to territorial allocation, exclusivity, participation in tenders, manufacturer authorisation, stocking obligations and post-termination restrictions, appear to have been applied to a substantially broader range of products distributed by the OP. Thus, the Commission finds merit in the submission of the OP that it would not be appropriate to assess the entire impugned distribution arrangement solely in the market for neonatal PICCs, as suggested by the Informant.
16. For examining the alleged distribution restrictions applied across the OP’s portfolio, it appears that these products are supplied through substantially similar distribution and tender channels and are procured by the same category of institutional purchasers. Therefore, in light of the material available on record, a portfolio or cluster market approach may be appropriate. Based on the above, the market for supply of medical consumables to the Institutional buyers in India may prima facie be considered as the relevant market. Further, keeping in view the supply side substitutability as provided in the Act, the relevant market may be narrowed down to a subset of products distributed by the OP and accordingly, the Commission has also examined the market related to supply of catheters.
17. The Commission notes that the Informant has not produced any evidence to establish that the OP holds a substantial market share in the relevant market identified in the Information. Further, information available in the public domain does not indicate that the OP enjoys such a position in any of the markets discussed above. The EY Report identifies Polymed, HMD and Romsons as select Indian companies operating in disposables and consumables and maps their presence across categories, including catheters. Further, all these three rivals apparently possess financial, production and portfolio resources in medical consumables, including catheters. Thus, the competitive position of rival suppliers does not suggest that the OP enjoys a dominant position in any of these markets, discussed above.
18. A vertical restriction may contravene Section 3(4) of the Act, if it causes or is likely to cause appreciable adverse effect on competition as per Section 19(3) of the Act. The entity concern must enjoy some degree of market power for vertical restraints to materially foreclose the competition. In the instant matter, absence of the market power of the OP, as examined above, makes foreclosure of competing suppliers or dealers unlikely.
19. Furthermore, the Commission notes that the OP has submitted that the Informant has obtained a dealership of Polymed following the cessation of its relationship with OP. This indicates that an alternative manufacturer and source of supply was available to the Informant and that switching at the dealership level was not prohibitive.
20. Thus, based on the available material, it can neither be said that the OP enjoys a dominant position for the purposes of Section 4 of the Act nor that the impugned vertical restrictions have caused, or are capable of causing, appreciable adverse effect on competition under Section 3(4) of the Act. In view of the foregoing, the Commission finds that no *prima facie* case of contravention of the provisions of Sections 3(4) or 4 of the Act is made out against the OP in the instant matter. The Information is, therefore, closed forthwith in terms of the provisions contained in Section 26(2) of the Act.
21. All the pending IAs in the matter, if any, also stand disposed of.
22. Before parting with the order, the Commission deems it appropriate to deal with the request of the OP seeking confidentiality over certain documents/information filed by it under Regulation 36 of the Competition Commission of India (General Regulations), 2024 (‘General Regulations’). Considering the grounds given by the OP for the grant of confidential treatment, the Commission grants confidentiality to such documents / data / information in terms of Regulation 36 of the General Regulations, subject to Section 57 of the Act, for a period of three years from the date of passing of this order. It is however made clear that nothing disclosed in this order shall be deemed to be confidential or deemed to have been granted confidentiality, as the same have been used and disclosed for purposes of the Act in terms of the provisions contained in Section 57 thereof.
23. The Secretary is directed to communicate the order to the Informant and the OP, and/or their authorised representative(s), through speed post/ email, accordingly.
Notes:
¹ Case No. 103 of 2016, order dated 15.03.2017
² Case No. 21 of 2019, order dated 23.08.2023
³ Case No. 09 of 2015, order dated 09.09.2015
⁴ Case No. 18 of 2021, order dated 16.06.2022
