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The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 as amended upto 23rd February, 2012]

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[The Competition Commission of India (Procedure in regard to the transaction of business relating to
combinations) Regulations, 2011 as amended upto 23rd February, 2012]
________________________________________________________________________________________
The Competition Commission of India (Procedure in regard to the transaction of business relating to
combinations) Regulations, 2011
(No.3 of 2011)
New Delhi, the 11th day of May, 2011
No. 1-1/Combination Regulations/2011-12/CD/CCI.— In exercise of the powers conferred by sub-section (1)
and clauses (b), (c) and (f) of sub-section (2) of section 64 read with sub-sections (2) and (5) of section 6 of the
Competition Act, 2002 ( 12 of 2003), the Competition Commission of India hereby makes the following
regulations, namely:-
1. Short title and commencement.-
(1) These regulations may be called the Competition Commission of India (Procedure in regard to
the transaction of business relating to combinations) Regulations, 2011.
(2) They shall come into force on 1st day of June, 2011.
2. Definitions.-
(1) In these regulations, unless the context otherwise requires:-
(a) “Act” means the Competition Act, 2002 (12 of 2003) as amended from time to time;
(b) “Combination” means and includes combination as described in section 5 of the Act
and any reference to combination in these regulations shall mean a proposed
combination or the combined entity, if the combination has come into effect, as the case
may be;
(c) “Commission” means the Competition Commission of India established under subsection
(1) of section 7 of the Act;
(d) “Director General” means the Director General appointed under sub-section (1) of
section 16 of the Act and includes any Additional, Joint, Deputy or Assistant Directors
General appointed under the said section;
(e) “Enterprise” shall mean ‘enterprise’ as defined in clause (h) of section 2 of the Act;
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(f) “Parties to the combination” means persons or enterprises entering into the combination
and shall include the combined entity if the combination has come into effect;
(g) “Secretary” means the Secretary appointed under sub-section (1) of section 17 of the
Act and includes an officer of the Commission authorized by the Chairperson to function
as Secretary.
(2) For the purposes of these regulations, reference to ‘days’ shall mean calendar days unless
otherwise specified in these regulations or the Act.
(3) Words and expressions used but not defined in these regulations shall have the same meanings
respectively as assigned to them in the Act or the rules or regulations framed thereunder or in
the Companies Act, 1956 (1 of 1956).
3. Power to determine procedure in certain circumstances.-
In a situation not provided for in these regulations or the Competition Commission of India (General)
Regulations, 2009, the Commission may determine the procedure, in specific matters, if so required.
4. Categories of transactions not likely to have appreciable adverse effect on competition in
India.-
In view of the duty cast upon the Commission under section 18 and powers conferred under section 36
of the Act, and having regard to the mandate given to the Commission to, inter-alia, regulate
combinations which have caused or are likely to cause appreciable adverse effect on competition in
terms of sub-section (1) of section 6 of the Act, it is clarified that since the categories of combinations
mentioned in Schedule I are ordinarily not likely to cause an appreciable adverse effect on competition
in India, notice under sub-section(2) of section 6 of the Act need not normally be filed.
5. Form of notice for the proposed combination.-
(1) Any enterprise which proposes to enter into a combination shall give notice of such
combination to the Commission in accordance with sub-section (2) of section 6 of the Act and
these regulations.
(2) The notice under sub-section(2) of section 6 of the Act, shall ordinarily be filed in Form I as
specified in schedule II to these regulations, duly filled in, verified and accompanied by evidence
of payment of requisite fee by the parties to the combination.
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(3) Notwithstanding anything contained in sub-regulation (2) and without prejudice to the provisions
of sub-regulation (5), the parties to the combination may, at their option, give notice in Form II,
as specified in schedule II to these regulations, preferably in the instances where-
(a) the parties to the combination are engaged in production, supply, distribution, storage, sale
or trade of similar or identical or substitutable goods or provision of similar or identical or
substitutable services and the combined market share of the parties to the combination
after such combination is more than fifteen percent (15%) in the relevant market ;
(b) the parties to the combination are engaged at different stages or levels of the production
chain in different markets, in respect of production, supply, distribution, storage, sale or
trade in goods or provision of services, and their individual or combined market share is
more than twenty five percent (25%) in the relevant market.
(4) Where in the course of inquiry, it is found by the Commission that it requires additional
information, the Commission may direct the parties to the combination to file such additional
information:
Provided that the time taken by the parties to the combination in filing such additional
information shall be excluded from the period provided in sub-section (11) of section 31 of the
Act and sub-regulation (1) of regulation 19 of these regulations.
(5) Having due regard to the provisions of sub-regulations (2) and (4), in cases where the parties to
the combination have filed notice in Form I and the Commission requires information in Form II
to form its prima facie opinion whether the combination is likely to cause or has caused
appreciable adverse effect on competition within the relevant market, it shall direct the parties to
the combination to file notice in Form II as specified in schedule II to these regulations:
Provided that the fee already paid by the parties to the combination while filing notice in
Form I shall be reduced from the fee payable for filing notice in Form II:
Provided further that the time period mentioned in sub-section (2A) of section 6 of the
Act, sub-section (11) of section 31 of the Act and sub-regulation (1) of regulation 19 of these
regulations shall commence from the date of receipt of notice in Form II.
(6) If the requisite details are not available for any of the columns in Form I or Form II, the date on
which they may be submitted should be clearly indicated against those columns, by the parties
to the combination:
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Provided that the time taken by the parties to the combination to submit the requisite
details shall be excluded from the period provided in sub-section (11) of section 31 of the Act
and sub-regulation (1) of regulation 19 of these regulations.
(7) The reference to the ‘board of directors’ in clause (a) of sub-section (2) of section 6 of the Act,
shall mean and include,-
(a) the individual himself or herself including a sole proprietor of a proprietorship firm;
(b) the karta in case of a Hindu Undivided Family (HUF);
(c) the board of directors in case of a company registered under the Companies Act, 1956;
(d) in case of a corporation established by or under any Central, State or Provincial Act or a
Government company as defined in section 617 of the Companies Act, 1956 (1 of 1956)
or an association of persons or a body of individuals, whether incorporated or not, in
India or outside India or anybody corporate incorporated by or under the laws of a
country outside India or a cooperative society registered under any law relating to
cooperative societies or a local authority, the person or the body so empowered by the
legal instrument that created the said bodies;
(e) in the case of a firm, the partner(s) so authorized;
(f) in the case of any other artificial juridical person not falling within any of the preceding
sub- clauses, by that person or by some other person competent to act on his behalf.
(8) The reference to the ‘other document’ in clause (b) of sub-section (2) of section 6 of the Act shall
mean any binding document, by whatever name called, conveying an agreement or decision to
acquire control, shares, voting rights or assets :
Provided that if the acquisition is without the consent of the enterprise being acquired,
any document executed by the acquiring enterprise, by whatever name called, conveying a
decision to acquire control, shares or voting rights shall be the ‘other document’:
Provided further that where such a document has not been executed but the intention to
acquire is communicated to the Central Government or State Government or a Statutory
Authority, the date of such communication shall be deemed to be the date of execution of the
other document for acquisition.
(9) Where, in a series of steps or individual transactions that are related to each other, assets are
being transferred to an enterprise for the purpose of such enterprise entering into an agreement
relating to an acquisition or merger or amalgamation with another person or enterprise, for the
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purpose of section 5 of the Act, the value of assets and turnover of the enterprise whose assets
are being transferred shall also be attributed to the value of assets and turnover of the
enterprise to which the assets are being transferred.
6. Filing of details of acquisition under sub-section (5) of section 6 of the Act.-
(1) The details of acquisition by a public financial institution, foreign institutional investor, bank or
venture capital fund, pursuant to any covenant of a loan or investment agreement, shall be filed
without any fee in Form III, along with a certified copy of the loan agreement or investment
agreement referred to in sub-section (5) of section 6 of the Act.
(2) The duly filled in and verified Form III, along with two copies and electronic version thereof, shall
be delivered to the Commission at the address published on its official website .
(3) Without prejudice to the provisions of the Act, where details of acquisition filed in Form III under
sub-regulation (1) are received in the Commission beyond the time limit mentioned in subsection
(5) of section 6 of the Act, the Commission may admit such details of acquisition in Form
III.
7. Belated notice
Where a notice filed in Form I or Form II under sub-regulations (2) or (3) of regulation 5 of these
regulations is received in the Commission beyond the time limit mentioned in sub-section (2) of section
6 of the Act, the Commission may, without prejudice to other provisions including that of section 43A of
the Act, admit such notice.
8. Failure to file notice.-
(1) Where the parties to a combination fail to file notice under sub-section (2) of section 6 of the
Act, the Commission may under sub-section (1) of section 20 of the Act, upon its own
knowledge or information relating to such combination, inquire into whether such a combination
has caused or is likely to cause an appreciable adverse effect on competition within India.
(2) Where the Commission decides to commence an inquiry, referred to in sub-regulation (1), the
Commission, without prejudice to any penalty which may be imposed or any prosecution which
may be initiated under this Act, shall direct the parties to the combination to file notice in Form II,
as specified in Schedule II to these regulations, duly filled in, verified and accompanied by
evidence of requisite fee.
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(3) The notice, referred to in sub-regulation (2), shall be filed, within 30 days of receipt of
communication from the Commission, by the parties to the combination.
9. Obligation to file the notice.-
(1) In case of an acquisition or acquiring of control of enterprise(s), the acquirer shall file the notice
in Form I or Form II, as the case may be, which shall be duly signed by the person(s) as
specified under regulation 11 of the Competition Commission of India (General) Regulations,
2009.
Provided that in case of a company, apart from the persons specified under clause (c) of
sub-regulation (1) of regulation 11 of the Competition Commission of India (General)
Regulations, 2009, Form I or Form II may also be signed by the Company Secretary of the
company, duly authorised by the board of directors of the company.
(2) In case the enterprise is being acquired without its consent, the acquirer shall furnish such
information as is available to him, in Form I or Form II, as the case may be, relating to the
enterprise being acquired:
Provided that all information required to be filed, relating to the enterprise being acquired
shall be filed with the Commission within fifteen days from filing of the notice and in case the
acquirer is not in a position to furnish all the required information in Form I or Form II, as the
case may be, relating to the enterprise being acquired, the Commission may direct the
enterprise being acquired to furnish such information as it deems fit and the time taken by the
parties to the combination or the acquired enterprise, as the case may be, in furnishing the
required information including document(s) shall be excluded from the period provided in subsection
(11) of section 31 of the Act and sub-regulation (1) of regulation 19 of these regulations.
(3) In case of a merger or an amalgamation, parties to the combination shall jointly file the notice in
Form I or Form II, as the case may be, duly signed by the person(s) as specified under
regulation 11 of the Competition Commission of India (General) Regulations, 2009.
Provided that in case of a company, apart from the persons specified under clause (c) of
sub-regulation (1) of regulation 11 of the Competition Commission of India (General)
Regulations, 2009, Form I or Form II may also be signed by the Company Secretary of the
company, duly authorised by the board of directors of the company.
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(4) Where the ultimate intended effect of a business transaction is achieved by way of a series of
steps or smaller individual transactions which are inter-connected or inter-dependent on each
other, one or more of which may amount to a combination, a single notice, covering all these
transactions, may be filed by the parties to the combination.
10. Obligation to pay the fee.-
(1) The person or enterprise filing notice under regulation 5 or regulation 8 of these regulations
shall pay the fee as specified under regulation 11 of these regulations.
(2) Where the notice is filed jointly, the fee shall be payable jointly or severally,
11. Amount of Fee.-
The amount of fee payable alongwith the notice in Form I or Form II, as the case may be, shall be as
under:-
(a) where the notice is filed in Form I, the fee payable shall be rupees ten lakhs (Rs. 10,00,000)
only;
(b) where the notice is filed in Form II, the fee payable shall be rupees forty lakhs (Rs. 40,00,000)
only.
12. Mode of payment.-
The fee may be paid either by tendering demand draft or pay order or banker’s cheque, payable in
favour of the Competition Commission of India (Competition Fund), New Delhi or through Electronic
Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition
Fund), Account No. 1988002100187687 with “Punjab National Bank, Bhikaji Cama Place, New Delhi-
110066”.
13. Procedure for filing notice.-
(1) The duly filled in and verified notice under regulation 5 or regulation 8 of these regulations along
with two copies and an electronic version thereof shall be delivered to the Commission at the
address published on its official website.
(1A) A summary of the combination, not containing any confidential information, in not less than 2000
words, comprising inter alia the details regarding: (a) the products, services and business(es) of
the parties to the combination; (b) the values of assets/turnover for the purpose of section 5 of
the Act; (c) the respective markets in which the parties to the combination operate; (d) the
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details of agreement(s)/other documents and the board resolution(s) executed/passed in relation
to the combination; (e) the nature and purpose of the combination; and (f) the likely impact of the
combination on the state of the competition in the relevant market(s) in which the parties to the
combination operate, along with nine copies and an electronic version thereof shall be
separately given while delivering the notice under sub-regulation (1).
(2) All responses or other documents required to be filed before the Commission consequent to the
filing of the notice under regulation 5 or regulation 8 of the these regulations shall also be filed
as per the procedure contained in sub-regulation (1).
Provided that for the purposes of this regulation, the Secretary may through public
announcement inform the procedure for electronic filing , increase or decrease the number of
copies or vary the format in which the electronic version is to be filed.
14. Scrutiny of notice.-
(1) The notice filed under regulation 5 or regulation 8 of these regulations shall not be valid and
complete unless it is in conformity with these regulations.
(2) The Secretary shall issue an acknowledgement of the receipt of notice.
(3) Where the information or document(s) contained in the notice under regulation 5 or regulation
8 of these regulations has any defect(s) or is incomplete in any respect, the parties to the
combination shall be asked to remove such defect(s) or furnish the required information
including document(s).
(4) The Secretary shall place the proof of service of communication as referred to in sub-regulation
(3) to the parties to the combination on record.
(5) The parties shall comply with the directions as referred to in sub-regulation (3) within the time
specified by the Commission and in the case of the notice filed under regulation 5 the time taken
by the parties in removing such defects or furnishing the required information including
document(s) shall be excluded from the period provided in sub-section (11) of section 31 of the
Act and sub- regulation (1) of regulation 19 of these regulations
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(6) In case the parties fail to remove the defects or fail to furnish the required information including
documents(s), within the time specified, the notice filed under regulation 5 or regulation 8 of
these regulations shall not be treated as a valid notice.
15. Computation of time limit.-
Subject to the provisions of these regulations, the time period under sub-section (11) of section 31 of
the Act shall commence from the date of receipt of notice, in writing, filed under regulation 5 of these
regulations.
16. Intimation of any change. –
(1) The parties to the combination having filed a notice under regulation 5 or regulation 8 of these
regulations, shall inform the Commission of any change in the information provided in the notice
to the Commission at the earliest during the continuation of the proceedings under the Act.
(2) The Secretary shall place the information relating to any change in the notice before the
Commission not later than the third working day of its receipt in the Commission.
(3) The Commission shall assess the significance of the information relating to that change and, if
satisfied, take on record the information received.
(4) Where the Commission is of the view that the change is likely to affect the factors for the
determination of the appreciable adverse effect on competition significantly, it may, after giving
an opportunity of being heard and after recording reasons, treat the notice already filed as not
valid.
(5) Where the Commission has held a notice to be not valid under sub-regulation (4), the Secretary
shall convey the decision of the Commission to the parties to the combination within seven days
of the decision of the Commission,
Provided that no additional fee shall be payable if a notice is filed again by the parties to
the combination for the same transaction within a period of thirty days from the date of communication
of the decision of the Commission.
17. Termination of proceedings. –
The proceedings under this Act relating to the combinations shall be terminated upon,-
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(a) receiving an intimation from the person(s) or enterprise(s) who filed the notice to the effect that
the proposed combination will not take effect;
(b) passing of an order by the Commission under section 31 of the Act.
18. Mode of service of notice(s), etc.-
Save as otherwise provided in the Act or in these regulations, the service of any notice excluding the
notice under sub-section (2) of section 6 of the Act, or intimation to any person or enterprise under
these regulations shall be effected in the manner as provided in regulation 22 of the Competition
Commission of India (General) Regulations, 2009 or by electronic transmission as considered
appropriate by the Commission.
19. Prima facie opinion on the combination. –
(1) The Commission shall form its prima facie opinion under sub-section (1) of section 29 of the Act,
on the notice filed in Form I or Form II, as the case may be, as to whether the combination is
likely to cause or has caused an appreciable adverse effect on competition within the relevant
market in India, within thirty days of receipt of the said notice.
(2) For the purpose of forming its prima facie opinion under sub-section (1) of section 29 of the Act,
the Commission may, if considered necessary, require the parties to the combination to file
additional information or accept modification, if offered by the parties to the combination before
the Commission has formed prima facie opinion under sub-regulation (1), as deemed fit by it:
Provided that the time taken by the parties to the combination, in furnishing the additional
information or for offering modification shall be excluded from the period provided in subregulation
(1) of this regulation and sub-section (11) of section 31 of the Act.
Provided further that in such a case where the modification is offered by the parties to the
combination before the Commission has formed the prima facie opinion under sub-regulation
(1), the additional time, not exceeding fifteen days, needed for evaluation of the offered
modification, shall be excluded from the period provided in sub-regulation (1) of this regulation
and sub-section (11) of section 31 of the Act.
(3) Where the Commission deems it necessary, it may call for information from any other enterprise
while inquiring as to whether a combination has caused or is likely to cause an appreciable
adverse effect on competition in India.
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20. Calling for a report from the Director General.-
(1) After receipt of the response to the notice to show cause from the parties to the combination
under sub-section (1) of section 29 of the Act, the Commission may decide to call for a report
from the Director General under sub-section (1A) of section 29 of the Act within the time as
specified by the Commission.
(2) The Secretary shall convey the direction of the Commission under sub-regulation (1) to the
Director General, along with copy of the notice filed by the parties to the combination with all
other documents, materials, affidavits, statements, which have been filed or are otherwise
available with the said notice, the notice to show cause to the parties to the combination and
response of the parties to the same.
21. Report by the Director General.-
(1) The Director General shall include in his report the basis of having reached the conclusions
therein together with all evidences or documents or statements collected during the
investigation and analysis thereof;
(2) Two copies of the report of the Director General duly signed on each page by the Director
General, or his authorized officer, along with an electronic version in document format, shall be
forwarded to the Secretary within the time specified by the Commission:
Provided that the Secretary may increase or decrease the number of copies of the
report and may permit electronic transmission of the same.
22. Publication of the details of the combination. –
(1) Where the Commission under sub- section(2) of section 29 of the Act is of the prima facie
opinion that the combination has caused or is likely to cause appreciable adverse effect on
competition within the relevant market in India, the Secretary shall, within four working days of
such decision convey the direction of the Commission to the parties to the combination, to
publish the details of the combination within ten working days of the date of such direction:
(2) The details of combination shall be published by the parties in Form IV, as specified in Schedule
II to these regulations.
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(3) The parties shall submit the details of combination to be published under sub-regulation (2) to
the Commission before its publication and the Commission may host the same on its official
website
(4) The details of the combination to be published under sub-regulation (2) shall, also be hosted by
the parties on the websites of their respective enterprises not later than the time specified in
sub-regulation(1).
(5) The parties shall publish the details of the combination under sub-regulation (2), not later than
the time specified in sub-regulation (1), in all India editions of four leading daily newspapers
including at least two business newspapers.
23. Proof of publication.-
The parties to the combination shall submit copies of publication, referred to in regulation 22 , to the
Secretary, not later than the fifteenth day of the direction of the Commission for publication of the
details of the combination.
24. Appearance of the parties before the Commission.-
Where the Commission deems it necessary to give an opportunity of being heard to the parties to the
combination before deciding to deal with the case in accordance with the provisions contained in
section 31 of the Act, the Secretary shall convey its directions to the said parties, to appear before it by
giving a notice of such period as directed by the Commission.
25. Modification to the proposed combination.-
(1) Where the Commission is of the opinion that combination has or is likely to have appreciable
adverse effect on competition but such adverse effect can be eliminated by suitable modification
to such combination, it may propose appropriate modification to the combination to the parties
to such combination.
(2) Where the parties to the combination have accepted the modification proposed by the
Commission under sub-section (3) of the section 31 of the Act or the Commission agrees with
the amendment to the proposed modification by the parties and approves the combination
under sub-section (7) of section 31 of the Act or the parties, in terms of the provisions of subsection
(8) of section 31 of the Act, accept the modification proposed by the Commission under
sub-section (3) of section 31 of the Act, the parties to the combination shall carry out such
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modification as per the terms and conditions and within the period as may be specified by the
Commission and submit an affidavit to that effect.
(3) Where the parties accept the modification proposed by the Commission under sub-section (3) of
section 31 of the Act or the Commission agrees with the amendment submitted by the parties
under sub-section (6) of section 31 of the Act, it shall by order, approve the combination.
(4) If the parties to the combination fail to accept the modification proposed by the Commission
within the time referred to in sub-section (6) of section 31 of the Act or within a further period
referred to in sub-section (8) of section 31 of the Act, the combination shall be deemed to have
an appreciable adverse effect on competition and be dealt with in accordance with the
provisions of the Act.
26. Compliance by the parties for carrying out modification.-
(1) The modification referred to in regulation 25 of these regulations shall be carried out by the
parties to the combination within the period as may be specified by the Commission.
(2) The parties to the combination shall, upon completion of modification, file a compliance report
for the actions required for giving effect to the combination before the Secretary within seven
days of such completion.
(3) In case the parties to the combination fail to file the compliance report under sub-regulation (2),
the Secretary shall place the matter of such non-compliance before the Commission for
appropriate directions.
27. Appointment of independent agencies to oversee modification.-
(1) Where the Commission is of the opinion that the modification proposed by it and accepted by
the parties to the combination needs supervision, it may appoint agencies, to oversee the
modification, on such terms and conditions as may be decided by the Commission.
(2) The agencies appointed under sub-regulation (1) shall be independent of the parties to the
combination having no conflicts of interest. Such independent agencies referred to in this
regulation may include an accounting firm, management consultancy, law firm, any other
professional organization, or part thereof, or independent practitioners of repute.
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(3) The agencies appointed under sub-regulation (1) shall carry out the responsibilities as specified
by the Commission from time to time.
(4) The agencies appointed under sub-regulation (1) shall submit a report to the Commission upon
completion of each of the actions required for carrying out the modification.
(5) The payment to the agencies appointed under sub-regulation (1) shall be made by the parties to
the combination by depositing it with the Commission or as may be directed by the Commission.
28. Orders of the Commission. –
(1) Where the Commission is of the opinion that the combination has, or is likely to have, an
appreciable adverse effect on competition in the relevant market in India, it shall pass an order
under sub-section (2) of section 31 of the Act that the combination shall not take effect.
(2) Where the Commission is of the opinion that the combination does not or is not likely to have an
appreciable adverse effect on competition, it shall pass an order under sub-section (1) of
section 31 of the Act, approving the combination.
(3) Where the Commission approves the combination with modification, the order of the
Commission approving the combination shall specify the terms, conditions and the time-frame
for all the actions required for giving effect to the combination.
(4) Where the parties to the combination fail to carry out the modification accepted by them within
the stipulated time limit, the Commission shall issue appropriate directions.
(5) The Secretary shall communicate to the parties to the combination, the decision of the
Commission under sub-regulation (1) or (2) or (3) or (4) within seven days of such decision.
(6) Having due regard to the provisions contained in sub-section (11) of section 31 of the Act, the
Commission shall endeavour to pass an order or issue direction in accordance with sub-section
(1) or sub-section (2) or sub-section (7) of section 31 of the Act within one hundred and eighty
days of filing of the notice under sub-section (2) of section 6 of the Act.
(7) Subject to the provisions of section 57 of the Act, and regulation 30 of these regulations, the
orders passed by the Commission under section 31 of the Act shall be published on its website.
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29. Appeal to Competition Appellate Tribunal on combinations.-
Subject to the provisions contained in section 53B of the Act, the Central Government or the State
Government or a local authority or enterprise or any person, who is party to proceedings on matters
relating to a combination and is aggrieved by any direction, decision or order referred to in clause (a) of
section 53A of the Act may prefer an appeal to the Competition Appellate Tribunal.
30. Request for confidentiality.-
(1) Any request for confidentiality of information or documents submitted during the investigation
shall be duly considered having due regard to the procedure laid down in the Competition
Commission of India (General) Regulations, 2009, as amended from time to time.
(2) The request under sub-regulation (1) may, inter-alia, clearly state the reasons, justification and
implications for the business of the parties to the combination so that all relevant factors may
be considered by the Commission while taking decision in the matter.
31. Filing of notice under sub-section (2) of section 6 of the Act.-
The notice referred to in sub-section (2) of section 6 of the Act would be applicable as follows:
(a) for mergers or amalgamations referred to in clause (c) of section 5 of the Act, notice to be filed
only in regard to proposals approved by the board of directors on or after the 1st day of June ,
2011; and
(b) for acquisitions referred to in clause (a) of section 5 of the Act or acquiring of control referred to
in clause (b) of section 5 of the Act, notice need to be filed only, where binding document(s) is
executed, on or after the 1st day of June, 2011
Explanation- Approval of board of directors under clause (a) of this regulation refers to the final decision
of the board of directors.
32. Overriding effect.-
The provisions of these regulations shall have effect in all matters relating to combinations
notwithstanding anything inconsistent therewith contained in any other regulations framed under the
Act.
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33. Power to Issue directions.-
Having regard to the provisions of the Act, the Commission may, from time to time, in discharge of its
duties, issue general or sector specific directions, guidelines, clarifications or circulars for regulation of
combinations.
34. Cooperation with other agencies or statutory authorities.-
Where the Commission deems fit, it may seek opinion of any other agency or statutory authority in
relation to a combination.
35. Removal of difficulty.-
In the matter of implementation of the provisions of these regulations, if any doubt or difficulty arises,
the same shall be placed before the Commission and the decision of the Commission thereon shall be
final and binding.
SCHEDULE I
[See regulation 4]
(1) An acquisition of shares or voting rights, referred to in sub-clause (i) or sub-clause (ii) of clause
(a) of section 5 of the Act, solely as an investment or in the ordinary course of business in so far
as the total shares or voting rights held by the acquirer directly or indirectly, does not entitle the
acquirer to hold twenty five per cent (25%) or more of the total shares or voting rights of the
company, of which shares or voting rights are being acquired, directly or indirectly or in
accordance with the execution of any document including a share holders’ agreement or articles
of association, not leading to acquisition of control of the enterprise whose shares or voting
rights are being acquired.
(2) An acquisition of shares or voting rights, referred to in sub-clause (i) or sub-clause (ii) of clause
(a) of section 5 of the Act, where the acquirer, prior to acquisition, has fifty percent (50%) or
more shares or voting rights in the enterprise whose shares or voting rights are being acquired,
except in the cases where the transaction results in transfer from joint control to sole control.
(3) An acquisition of assets, referred to in sub- clause (i) or sub-clause (ii) of clause (a) of section 5
of the Act, not directly related to the business activity of the party acquiring the asset or made
solely as an investment or in the ordinary course of business, not leading to control of the
enterprise whose assets are being acquired except where the assets being acquired represent
17
substantial business operations in a particular location or for a particular product or service of
the enterprise, of which assets are being acquired, irrespective of whether such assets are
organized as a separate legal entity or not.
(4) An amended or renewed tender offer where a notice to the Commission has been filed by the
party making the offer, prior to such amendment or renewal of the offer:
Provided that the compliance with regulation 16 relating to intimation of any change is
duly made.
(5) An acquisition of stock –in-trade, raw materials, stores and spares in the ordinary course of
business
(6) An acquisition of shares or voting rights pursuant to a bonus issue or stock splits or
consolidation of face value of shares or buy back of shares or subscription to rights issue of
shares, not leading to acquisition of control.
(7) Any acquisition of shares or voting rights by a person acting as a securities underwriter or a
registered stock broker of a stock exchange on behalf of its clients, in the ordinary course of its
business and in the process of underwriting or stock broking, as the case may be.
(8) An acquisition of control or shares or voting rights or assets by one person or enterprise of
another person or enterprise within the same group ;
(8A) A merger or amalgamation involving a holding company and its subsidiary wholly owned by
enterprises belonging to the same group and/or mergers or amalgamations involving
subsidiaries wholly owned by enterprises belonging to the same group.
(9) An acquisition of current assets in the ordinary course of business;
Explanation: ‘Current Assets’ shall have the same meaning as attributed to them in schedule VI
of the Companies Act, 1956.
(10) A combination referred to in section 5 of the Act taking place entirely outside India with
insignificant local nexus and effect on markets in India.
18
SCHEDULE II
FORM I
{See regulation 5}
Registration No: (to be assigned by the
Competition Commission of India)
1. Information about each of the parties to the combination:
(a) Legal Name of Party(s) to the combination:
(b) Registration number (if applicable):
(c) Name of the person signing on behalf of the party to the combination (enclose documentary proof
of eligibility for signing the notice)
(d) Principal business address:
(e) City: Country: Postal/Zip Code:
(f) Telephone No (including Country/ City/Area Code):
(g) Mobile No (including Country/City/Area Code):
(h) Fax No ((including Country/City/Area Code):
(i) E-mail Address:
(j) Website Address:
(k) Jurisdiction of Incorporation/Formation:
(l) Role of the party in the combination:
2. Proof of payment of fee:
Provide details of fee deposited along with mode and the proof of payment.
3. Provide details (in the format in 1. above) of an individual located in India who is authorized to
receive communications on behalf of each of the notifying party(s) regarding this notice and related
proceedings.
19
4. Provide details of value of assets and turnover for the purpose of section 5 in a tabular format.
5. Summary of the combination:
5.1. Provide a summary of the proposed combination specifying:
(a) Name of the parties to the combination;
(b) the type, nature and purpose (including business objective and/or economic rationale and how are
they intended to be achieved)) of the combination;
(c) the area of activity of the parties to the combination;
(d) expected timeframe for completion of the combination;
(e) the relevant market(s) to which the combination relates and
(f) any horizontal overlap or vertical arrangements post combination (including between target company
and acquirer or any enterprise of the group).
5.2 Furnish copies of approval of the proposal relating to merger or amalgamation by the board of directors
of the enterprise(s) concerned referred to in clause (a) of sub-section (2) of section 6 of the Act and/or
other document executed in relation to the acquisition or acquiring of control referred to in clause (b) of
sub-section (2) of section 6 of the Act.
6. Basic information on combination:
6.1 Provide separately the products (manufactured and/or sold) or services of the parties to combination?
6.2 In reference to 6.1 above, do the parties to combination produce/provide similar or identical or
substitutable products or services? If yes, provide details?
6.3 Whether the parties to combination are engaged in any business activities in the same relevant
market? If yes, provide details.
6.4 Do any of the parties to combination have direct or indirect control over another enterprise(s) engaged
in production, distribution or trading of a similar or identical or substitutable products or provision of a
similar/identical/substitutable services? If yes, provide details.
6.5 State whether any of the parties to the combination is engaged in any activity relating to the production,
supply, distribution, storage, sale and service or trade in products or provision of services which is at
different stages or levels of production chain in which any other party to the combination is involved. If
yes, provide details.
6.6 Provide an estimate indicating the relevant source and basis of estimate, of the total size of the market
in terms of value of sales (in rupees) and volume (units) of identical/substitutes/similar products or
services produced/distributed/supplied in India. Also provide name and contact details of five largest
competitors (along with market shares), customers and suppliers, if available.
6.7 Provide details with regard to sales in value (in rupees) and volume (units) along with an estimate of the
market shares of each of the parties to the combination for identical/substitutes/similar products or
20
services produced/distributed/supplied in India. (In case a group, same information should be given for
all parties of the group)
VERIFICATION
I, [NAME], [DESIGNATION], of the [FIRST/SECOND] party(s) to the combination, do hereby verify that the
contents of the above Form are true and correct to the best of my knowledge and that nothing material has
been concealed there from.
VERIFIED AT [PLACE] ON THIS THE [DATE].
[NAME]
[DESIGNATION]
[COMPANY]
(In case there are more than one applicants use the same format).
IMPORTANT: THE PARTY(S) TO COMBINATION MUST VERIFY THE CONTENTS OF THE FORM BY
SIGNING ON THIS PAGE.
Subscribed and sworn to before me at the
City:
State:
Country:
Date:
Signature:
Registration Number:
(Notary public)
[SEAL]
21
FORM II
{See Regulation 5(2)}
FORM OF FILING NOTICE WITH THE COMPETITION COMMISSION OF INDIA UNDER SUB -SECTION (2)
OF SECTION 6 OF THE COMPETITION ACT, 2002
Registration No. (To be assigned by the Competition
Commission of India)
1. Summary of combination
1.1 Give a brief statement about rationale, objectives, strategy and the likely impact of the combination.
1.2 Provide an executive summary of the proposed combination specifying: (a) the parties to the
combination; (b) the nature of the combination; (c) the areas of activities of the parties to the
combination; (d) the market(s) (including its structure and state of competition) in which the combination
will have or is likely to have an impact; (e) information with reference to sub-section (4) of Section 20 of
the Competition Act, 2002; (f) expected timeframe for completion of various stages of the Combination.
2. Purpose of the combination
2.1 What are the business objectives of the combination and how are these intended to be achieved?
2.2 Describe the economic rationale of the combination and its impact on the economy, market(s) and
consumers.
3. Details of payment
3.1 Amount of fee deposited (provide proof)
Amount (in Rs.):
3.2 Mode of payment:
(Demand Draft/Banker’s Cheque/ECS)
Number:
Date:
Drawn on:
Bank Identification and Code No.:
22
4. Personal Details
First applicant
Legal name of combining party:
Name of the person signing in terms of regulation 8 (enclose documentary proof of eligibility for signing
the notice, in terms of regulation 8):
Son/Daughter of:
Principal Business address :
City: Country : Postal/Zip code :
Telephone no.: Country code: City/Area code:
Mobile no.:
Fax no.: Country code: City/Area code:
E-mail address:
Website address:
(in case there are more applicants, use the same format for additional applicants)
5. Provide details (in the format in paragraph 4) of an individual located in India , who is authorized to
receive communications on behalf of each of the notifying party(s) regarding this notice and related
proceedings.
6. Details about the combination
6.1 Please specify the part, sub-clause and clause of section 5 of the Act under which the combination falls.
6.2 Describe the nature of the combination being notified with the following details:
(a) State the exact number of shares or voting rights and percentage of shares or voting rights being
acquired, directly or indirectly, by the acquirer including number of shares or voting rights and their
percentage held prior to such acquisition. Whether such acquisition of shares or voting rights, directly
or indirectly, leads to control or may lead to control at a later date? Explain.
(b) Provide details and value of assets being acquired. Whether such acquisition of assets, directly or
indirectly, leads to control or may lead to control at a later date? Explain.
(c) Provide details of series of constituent transactions leading to the combination and the sequence
{including date(s)} in which they are likely to occur.
7. Supporting documents
7.1 Furnish date(s) of approval of the proposal relating to merger or amalgamation by the board of directors
of the enterprise(s) concerned referred to in clause (a) of sub-section (2) of section 6 of the Act and/or
other document executed in relation to the acquisition or acquiring of control referred to in clause (b) of
sub-section (2) of section 6 of the Act. Attach copies of such board resolution or the agreement/other
document.
7.2 Furnish copies of (a) analysis, reports, studies or surveys or any other document taken into account for
the purpose of assessing the impact of the combination by the parties to the combination and/or (b)
23
final version of any document(s) prepared or commissioned by the parties to the combination or
considered by the board of directors, for the purposes of evaluating or assessing or analyzing the
combination with respect to market shares, competition, competitors (actual or potential), markets, potential
for sales growth or expansion of products or geographic markets, rationale of the combination and indicate
(if not contained in the document itself) the date of preparation, and the name and title of each individual
who prepared such document(s).
7.3 Copies of memorandum and articles of association of all the parties to the combination.
7.4 Furnish copies of the most recent annual reports and accounts of:
a) in case of an acquisition of an enterprise(s) under sub-section (a) of Section 5 of the Act, the acquiring
enterprise(s) and the enterprise(s) being acquired (by way of acquisition of control, shares, voting
rights or assets); or
b) in case of an acquisition under sub-section (b) of Section (5) of the Act, the enterprise acquiring
control; enterprise whose control is being/has been acquired; and the enterprise in which the
acquirer already has direct or indirect control which is engaged in similar or identical or
substitutable product(s)/service(s); or
c) in case of merger or amalgamation under sub-section (c) of Section 5 of the Act, all the parties to
such merger or amalgamation.
7.5 List of holders of five percent or more of voting rights or shares, directly or indirectly, of the parties to
the combination.
7.6 List names of CEO/CFO/directors/partners/trustees/person in charge/persons acting in concert during
the last one year. Also provide recent detailed organizational chart of each of the combining parties.
8. Information about the size of the Combination
8.1 How do the parties to the combination meet the criteria for filing notice, in terms of assets /turnover
given under section 5 of the Act and the notification thereunder?
8.2 Furnish the following details, as per audited annual accounts of the immediately preceding financial
year as well as for the current year, separately, for all the parties to the combination. If annual accounts
for the immediate preceding financial year are not audited, furnish the following details as per the last
audited annual accounts as well as for the subsequent financial years:
Name of enterprise(s) Year Value of assets Aggregate Turnover
In India
(Rs. In
crore)
Worldwide
(US$ in
Million).
In India
(Rs. In
crore)
Worldwide
(US$ in
Million).
8.3 Furnish the following details for the current financial year, separately, for all the parties to the
combination):
24
Name of enterprise(s) Year Value of assets Aggregate Turnover
In India
(Rs. In
crore)
Worldwide
(US$ in
Million).
In India
(Rs. In
crore)
Worldwide
(US$ in
Million).
8.4 Aggregate for the proposed Combination:
Furnish the following details as per last audited annual accounts of the immediately preceding financial
year. If annual accounts for the immediate preceding financial year are not audited, furnish the following
details as per the last audited annual accounts as well as for the subsequent financial years:
Value of Assets Aggregate Turnover
For the
proposed
combination
For the financial
year immediately
preceding the
date of notice
For the current
financial year, for the
completed calendar
quarters till the date
of notice
For the financial
year immediately
preceding the
date of notice
For the current
financial year, for
the completed
calendar quarters
till the date of
notice.
In India
(Rupees in
crore) (as per
audited
accounts)
(mention year)
Worldwide
(US$ in million)
(as per audited
accounts)
(mention year)
In India
(Rupees in
crore) (as per
unaudited
accounts)
(mention year)
Worldwide
(US$ in million)
(as per
unaudited
accounts)
(mention year)
25
8.5 Furnish the following details in case of a group, to which the entity whose control, shares, assets or
voting rights have been acquired or are being acquired would belong to or the entity remaining after the
merger or the entity created as a result of amalgamation would belong to after
acquisition/merger/amalgamation, as the case may be, namely:
Value of Assets Aggregate Turnover
Group For the financial
year immediately
preceding the
date of notice
For the current
financial year,
the completed
calendar quarters
till the date of
notice
For the financial
year immediately
preceding the
date of notice
For the current
financial year,
the completed
calendar quarters
till the date of
notice
In India (Rupees in
crore) (as per
audited accounts)
Worldwide (US$ in
billion) (as per
audited accounts)
In India (Rupees in
crore) (as per
unaudited accounts)
Worldwide (US$ in
billion) (as per
unaudited accounts)
9. Ownership and Control
9.1 Furnish a list of all the enterprises belonging to the same group for each of the parties to the
combination and list all the enterprise(s) controlling the parties to the combination, directly or indirectly,
along with the nature and means of control.
9.2 Whether the party to the combination, either singly or jointly, directly or indirectly control the affairs or
management of another entity or group? If yes, please furnish the following:
(a) details of enterprise(s) exercising control and enterprise(s) whose affairs are being controlled;
(b) form and manner in which the control is exercised; and
(c) details of common directors/partners/coparceners/trustees.
9.3 Whether the parties to the combination and another enterprise or group referred to at 9.1 and 9.2
above, are engaged in production, distribution or trading of similar or identical or substitutable products
or provision of similar/identical/substitutable services? If yes, provide following details :
(a) names of similar or identical or substitutable products or services; and
(b) market share of each of the products or services mentioned in (a) above, prior to and after the
combination.
26
9.4 Whether any of the parties to the combination is engaged in any activity relating to the production,
supply, distribution, storage, sale and services or trade in products or provision of services which is at
different stages or levels of production chain in which any other party to the combination is involved? If
yes, provide details.
9.5 Furnish details of the intended structure of ownership and control of the acquired enterprise(s) /acquirer
enterprise(s)/combined enterprise(s) after completion of the combination.
10. Details about the products or services
10.1 Furnish the following details:
(a) Provide separately the products (manufactured and/or sold) or services of the parties to
combination.
(b) Characteristics and end use of products or services (Attach current selling aids and promotional
material of the concerned products or services).
(c) Do the parties to combination produce/provide similar or identical or substitutable products or
services, discussing specifically whether the parties to combination are engaged in any business
activities in the same relevant market?
(d) Market shares of the similar or identical or substitutable products or services of the parties to
combination and also of rivals/competitors for similar or identical or substitutable products or services.
(e) Details of in-house consumption (both in terms of quantity and value), if any.
(f) Existence/availability of other specialised producers/suppliers.
(Submit documents that identify specialised producers/suppliers or discuss the competitive position of
specialised producers/ suppliers).
(g) Industrial classification of products or services. (Submit documents sufficient to show how the
parties to combination classify and sell their products).
10.2 Are there any regulations/laws/rules/procedures/official press notes/directions/notifications, etc. which
restrict production, supply, distribution of the similar or identical or substitutable products or services of
the parties to the combination? (Submit documents sufficient to demonstrate such restraints).
10.3 Are the similar or identical or substitutable products or services subject to local specifications
prescribed by government/departments/authorities? If yes, provide details. (Submit documents and
material sufficient to describe any specifications with which the parties to combination must comply).
10.4 Are there any licensing/registration requirements to set up facilities for production/supply of the similar
or identical or substitutable products or services? Does their production/supply require any special
technical knowledge that is not readily available?
10.5 Are there any Government procurement policies which offer special dispensation to the parties to
combination or their competitors? (Attach sufficient documents/material).
10.6 How important/significant are “distribution facilities” of the similar or identical or substitutable products
or services? Furnish details of your distribution channels and service networks (for example
maintenance and repair) along with the ones that exist in the market. (Submit documents or material
27
sufficient to show the location of all distribution facilities and any strategic plans or maps relating to
distribution system of each similar or identical or substitutable product or service).
10.7 Whether the product can be transported? If yes, what are the possible modes of transportation? What is
the unit cost of transportation per kilometre? What is the ratio of transportation cost to the sale price?
(Submit documents sufficient to show shipping or transportation costs incurred in the distribution of the
similar or identical or substitutable products or services).
10.8 State and explain (in your opinion) the scope of relevant product and relevant geographic market in
relation to the proposed combination. Also provide a list of products and/or services which, in your
opinion, may not fall within the scope of relevant market as mentioned above, but may pose competitive
constraints.
10.9 Furnish the following :
(a) the manner in which the parties to combination produce, price and sell the product and/or service in
the relevant market. Also submit documents pertaining to price lists, pricing plans, pricing policies,
pricing strategies, pricing analysis and pricing decisions for the previous two years as well as pricing
forecast, of the parties to the combination relating to the relevant products and/or services.
(b) details of prices of product and/or services in the relevant market relating to major competitors and
imports , if any, during the last two years. (Attach copies of price- lists, along with the analysis, if any).
10.10 What, in your opinion, is the minimum viable scale (which means the smallest amount of production at
which the average cost equals the price currently charged for the relevant product or services), the
minimum and optimum plant size, capacity utilization rate, production volume and all factors required to
attain any available cost savings? Provide details with supporting documents.
11 Information on the Market Structure (Demand and Supply Structure, Market Entry and
Innovation)
11.1 Provide an estimate (indicate the relevant source and basis of estimate) of the total size of the market
in terms of value of sales (in rupees) and volume (units) of identical/substitutes/similar products or
services produced/distributed/supplied in India. Also provide name and contact details of five largest
competitors (along with market shares), customers and suppliers.
11.2 Provide details with regard to sales in value (in rupees) and volume (units) along with an estimate of the
market shares of each of the parties to the combination for identical/substitutes/similar products or
services produced/distributed/supplied in India. (In case of a group same information should be given
for all parties of the group).
11.3 Furnish a list of your main competitors, in your opinion, in the relevant market, with reasons and
analysis.
11.4 An estimate of the market share in value (and where appropriate, in volume), of all the competitors
(including importers) having at least five percent of the relevant market under consideration (in your
opinion).
28
11.5 Describe the state of competition in the relevant market, supported by market studies, forecast,
surveys etc, (if any) and including but not limited to the following:
(a) relative strength / weaknesses of parties to the combination and other major players in the relevant
market;
(b) supply and demand conditions; and
(c) attempts to win customers from other competitors and loss of customers to other competitors.
11.6 What is the level of concentration in the relevant market? How much will the level of concentration
change after the proposed combination takes effect? (Provide number of enterprise(s) before and after
the combination takes effect). For concentration levels provide an estimate of HHI (Herfindahl –
Hirschman Index), along with change in the index post-combination. (Indicate the market shares used
as a basis to calculate the HHI and the source from which the same have been obtained).
11.7 How many enterprise(s) have entered or attempted to enter the relevant market in the last five years?
Provide their names, addresses, telephone numbers and e-mail addresses. Is there a likelihood of entry
of enterprise(s) of significant size in the relevant market in the next one to two years? (Attach sufficient
documents/material in support).
11.8 How many enterprise(s) have exited or attempted to exit from the relevant market in the last five years?
Provide their names, addresses, telephone numbers and e-mail addresses and reasons of exit.
11.9 If any of the parties to the combination have entered in the relevant market in last five years, provide
details of barriers to entry encountered, if any, along with analysis.
11.10 Describe the various factors influencing entry into the relevant market, including but not limited to the
following:
(a) the total costs of entry (R&D, production, establishing distribution system, promotion, advertising,
servicing and so forth) on a scale equivalent to a significant viable competitor, indicating the market
share of such a competitor;
(b) the portion of initial investment that will be permanently lost on exit;
(c) any legal or regulatory barriers to entry, such as government authorization or standard setting in any
form, as well as barriers resulting from product certification procedures, or the need to have a proven
track record;
(d) any restriction created by the existence of patents, know-how and other intellectual property rights
(IPRs) in these markets and any restrictions created by licensing such rights. (Provide details
information separately for each combining party;
(e) provide details of IPRs that have been developed and registered by the parties to the combination in
the last five years? With reference to the relevant market(s) , provide details of IPRs that are held by
each of the parties to the combination;
(f) the importance of economies of scale in the production or distribution of products and services in the
relevant market; and
(g) access to sources of supply, such as availability of raw materials and necessary infrastructure.
11.11 Provide details of imports (total value, volume and sources) and its proportion to the total size of the
relevant market for the relevant products and services for the last three years. Also, provide details of
29
potential imports in the next one or two years. Also provide the difference in unit selling price, if any,
between the imported and domestic price of similar or identical or substitutable products or services in
the relevant market.
11.12 Provide details of exports (total value, volume and sources) and its proportion to the total size of the
relevant market for the relevant products and services for the last three years? Provide the names of
top five exporters and their contact details.
11.13 Identify some of the largest independent suppliers to the parties to the combination and their individual
shares or purchases from each of these suppliers (of raw materials or goods used for purposes of
producing the relevant products in your opinion). Mention their names, addresses and contact details.
11.14 Specify whether any of the parties to the combination, or any of the competitors have ‘pipeline products
or services’ (products or services likely to be brought to the market in the near future) or have plans to
expand or contract production or sales capacity. If so, provide an estimate of the projected sales and
market shares of the parties to the combination over the next three to five years.
11.15 If the parties to the combination have few large buyers for the similar or identical or substitutable
products or services, furnish their names, addresses and contact details along with their individual
shares in your sales/supply.
11.16 Explain the structure of demand in the relevant market, including the following, supported by the
documents/data relied upon by the parties to the combination, while taking decisions in the ordinary
course of business:
(a) role of product differentiation in terms of attributes or quality and the extent to which the products or
services of the parties to the combination are close substitutes; and
(b) role of switching cost (in terms of time and expense) for customers when changing from one
supplier to another.
11.17 Are there any obligations to comply with language requirements, if any, in respect of the products/user’s
manual, etc. in any part of India? If yes, provide details. (Attach documents/ material sufficient to show
any impact language has on the sale or distribution of each similar or identical or substitutable product
or service).
11.18 Explain the importance of R&D capabilities of an enterprise to compete in the relevant market. Explain
the nature and extent of the R&D activities, if any, carried out by the parties to the combination over the
past few years.
11.19 State the intended R&D activities, subsequent to the combination taking effect and their likely impact on
the nature of competition in the relevant market.
11.20 Have any of the parties to the combination or any other enterprise(s) in the relevant market radically
affected the market conditions recently with new technology or business model or by rapid use of
available capacity or by any other means? If so, give details supported by analysis.
30
12. Documents of compliance and filing in other jurisdictions
12.1 Whether any order has been passed on a competition issue by any Competition
Authority/Court/Tribunal/Government/Regulatory Authority in the last five years in respect of the parties
to combination? If yes, provide brief details of said order, indicating the issue and the direction of the
authority.
12.2 Whether any bankruptcy/winding-up application/proceedings involving any of the parties to the
combination have been filed with the relevant authorities in the last five years? If yes, provide details.
12.3 Furnish details of any application/notification/intimation/information relating to the proposed combination
filed in a High Court/Company Law Board/Securities and Exchange Board of India or any other
authority established under any law in India along with the status thereof and certified copies of the
decision in the matter, if any.
12.4 Whether this combination is subject to filing requirements in jurisdictions other than India? If yes, list
the notified, or to be notified, jurisdictions along with the certified copy (s) of the order (s)/decision (s)
passed in that jurisdiction.
13. The parties to the combination are also encouraged to submit any other information that they believe
could assist the Commission in assessing the proposed combination and the markets involved.
(Attach documents/reports/materials, if any, in support of the above)
Notes:
(1) The parties to the combination, in providing the above information including the supporting documents,
as far as possible, are required to rely on the documents/data used in the ordinary course of taking
business decisions.
(2) If any third party information/estimates are being relied upon by the notifying parties, then the relevant
source of such information/estimates shall be clearly indicated.
(3) If any additional information is needed by the Commission for determining whether a combination
would have the effect of or is likely to have an appreciable adverse effect on competition in the relevant
market, the parties to the combination may be required to furnish such additional information.
(4) For the purpose of figures in this Form the accounting standards, as notified by the Government of
India, from time to time, or the International Financial Reporting Standards or the US Generally
Accepted Accounting Principles shall be followed.
(5) Assets shall mean total assets and its value shall be computed in accordance with explanation (c) of
section 5 of the Act.
(6) The turnover shall be computed in accordance with section 2(y) of the Act, excluding indirect taxes, if
any.
31
(7) The rate of conversion of foreign exchange currency into Indian Rupees or US Dollars shall be
based on the average spot rate of the last six months quoted by the Reserve Bank of India from the
date calculated with reference to the event given in section 6(2) of the Act.
(8) Unaudited figures shall be certified by the Managing Director, Director, the Chief Executive Officer or
the Chief Financial Officer of the enterprise duly authorized by the board and accompanied by a
certificate of the auditor of the enterprise.
VERIFICATION
Certified that this form, together with all appendices and attachments thereto, has been prepared and compiled
under my supervision in accordance with the provisions of the Competition Act, 2002 and the rules and
regulations made thereunder.
It is verified that the contents of this form, together with all appendices and attachments thereto, are true,
correct and complete to the best of my knowledge and belief and nothing material has been concealed
therefrom.
However, where specific data/information is not available due to the absence of authentic source, reasonable
estimates have been made, which are to the best of my knowledge true, correct and complete and in
accordance with the provisions of the Competition Act, 2002 and the rules and regulations made thereunder.
First applicant
Name
Son/Daughter of
Title
Signature Date
Place
(In case there are more than one applicants use the same format).
IMPORTANT: ALL COMBINING PARTIES MUST VERIFY THE CONTENTS BY SIGNING ON EACH PAGE
OF FORM AND ON THIS PAGE
Subscribed and sworn before me at the,
City:
State:
Country:
Date:
Signature:
My Commission expires on:
(Notary Public)
[SEAL]
32
FORM III
[See regulation 6]
FORM FOR FILING OF DETAILS OF ACQUISITION UNDER SUB-SECTION (5) OF SECTION 6 OF THE
COMPETITION ACT, 2002
Registration number (to be assigned by Competition Commission of India)
1. Particulars of the parties filing details of acquisition :
Legal Name of the party(s) filing details of acquisition:
Principal Business Address (including Country/City/Area Code):
Telephone No.(including Country/City/Area Code):
Mobile No. (including Country/City/Area Code):
Fax No. (including Country/City/Area Code):
E-mail Address:
Website Address:
(in case there are more than one applicants use the same format for additional applicants).
2. Details of acquisition:
(a) Describe the acquisition of control, shares (including share subscription or financing facility),
voting rights or assets that the party filing details has taken, and the modalities involved therein.
Describe the loan, financing facility, investment etc that the parties filing details has given to the
entity whose shares, assets or control are being acquired or are liable to be so acquired.
(b) Also explain as to how the provisions of sub–section (4) of section 6 of the Act are applicable in
this case (attach documents/reports etc).
3. Whether the acquirer/buyer is:
(a) public financial institution; or
(b) foreign institutional investor; or
(c) venture capital fund; or
(d) bank.
4. Describe the nature and extent of acquisition and justification to the effect that acquisition attracts the
provisions of sub-section (4) of section 6 of the Act.
5. Furnish details of approval by the board of directors of the acquirer or execution of agreement or other
document and also whether filing of details is within the time specified, or otherwise, the extent of delay
in filing and the reasons thereof.
33
6. Whether the “acquisition” is subject to foreign filing requirements, and, if yes, list the jurisdictions and
furnish the details .
7. Whether details of acquisition being filed is original or corrective, and, in case of latter, indicate the date
of original filing and attach a copy thereof.
8. Indicate as to whether: (i) entity to which loan has been given or investment has been made and (ii) any
of the party to which the loan has already been given / investment has already been made, are
engaged in production, supply, distribution, storage, sales or trade of similar or identical or substitutable
“goods”, or provision of “services” and if so, the details thereof.
9. Whether the acquisition of control, shares (including share subscription or financing facility), voting
rights or assets that the party filing details has taken, meets the threshold limits as provided in section 5
(a) or (b) of the Act. If yes, describe how either the parties filing details of such acquisition or the group
to which the enterprise whose shares, assets, voting rights or control is being acquired shall belong
pursuant to such acquisition, meet the thresholds provided under the Act or by way of a notification
provided by the Central Government from time to time, based on the audited annual accounts of the
financial year immediately preceding the financial year in which the acquisition has taken place. If the
annual accounts for the immediate preceding financial year are not audited, furnish the details as per
the last audited annual accounts as well as for the annual accounts of the each subsequent year, duly
certified by the Managing Director/ Chief Executive Officer/ Chief Financial Officer as per the
authorisation of the Board(s) of the parties concerned and supported by the certificate of the Auditor of
the enterprises, up to the financial year immediately preceding the year in which the acquisition has
taken place.
10. What is the ‘relevant product market’ of the products or services whose control, shares, assets or voting
rights have been acquired or are being acquired?
11. What is the ‘relevant geographic market’ of the products or services whose control, shares, assets or
voting rights have been acquired or are being acquired?
12. What is the relevant market for the acquisition keeping in view the relevant product market and relevant
geographic market?
(In case relevant market has been worked on the basis of some study or is based on market report, the
details of the organization which conducted the study and furnished the report and whether the
organization which conducted the study and furnished report is a related party and whether any grant
has been made to such organization which has given the report may also be furnished.)
13. To determine ‘control’ *the following information is to be furnished:
Parties to acquisition Details of entities
exercising control
Form and manner in
which control is
exercised.
Details of common
Directors / Partners/
Coparceners/
Trustees.
34
* Note: Furnish details of the nature of direct as well as indirect control as the case may be.
14. Whether, in your opinion, the acquisition of control, shares (including share subscription or financing
facility), voting rights or assets is likely to cause or has caused an appreciable adverse effect on
competition in the market in India?
15. Any other additional information which, in your opinion, is relevant may be furnished.
VERIFICATION
Certified that this form together with all appendices and attachments thereto has been prepared and
compiled under my supervision in accordance with the provisions of the Competition Act, 2002 and the
rules and regulations made thereunder.
It is verified that the details of acquisition, under sub-section (5) of section 6 of the Act, which have
been filed, are true to the best of my knowledge and belief and nothing material has been concealed
therefrom.
However, where specific data /information is not available due to the absence of authentic source,
reasonable estimates have been made, which are to the best of knowledge true, correct and complete and
in accordance with the provisions of the Competition Act, 2002 and the rules and regulations made
thereunder.
Name*
Son/Daughter of
Title
Signature
Date
Place
* Enclose letter of authorisation in original, duly and legally issued by the Public Financial Institution/
Foreign Institutional Investor/ Bank/ Venture Capital Fund.
(in case there are more than one applicants use the same format.)
Subscribed and sworn before me at the
City _____________________ State ______________ Country___________________
The ___________ day of _______________ the year
Signature _____________________
My Commission expires on _____________________
(Notary public)
[SEAL]
35
FORM IV
[See regulation 22]
Details of combination under subsection (2) of Section 29 of the Competition Act, 2002
1. The Competition Commission of India (“Commission”) is investigating into the combination between []
(name and address) and [] (name and address).
2. The details of the combination in form of the summary, as provided by the parties to the combination
under column 1 of Form II are as under :
3. In order to determine whether the combination has or is likely to have an appreciable adverse effect on
competition in the relevant market in India, the Commission invites comments/ objections/ suggestions
in writing, from any person(s) adversely affected or likely to be affected by the combination, to submit
in writing, as provided under sub-section (3) of section 29 of the Act, to be addressed to the Secretary,
Competition Commission of India, the Hindustan Times House, 7th Floor, 18-20, Kasturba Gandhi
Marg, New Delhi-110001, within fifteen working days from the date of this publication.
4. The comments/objections/suggestions shall state:
(a) name, address and contact details of the person(s) writing to the Commission, and
(b) with supporting documents, how such a person(s) is adversely affected or is likely to be affected
by the combination, keeping in view the relevant provisions of the Act/ factors provided under
sub-section (4) of Section 20 of the Act.
The Commission is not likely to consider unsubstantiated objections.

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