Schedule I - Type of combinations ordinarily not likely to cause an appreciable adverse effect on competition in India [ See regulation 4 ] - CCI (Procedure In Regard To The Transaction Of Business Relating To Combinations) Regulations, 2011

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, 1 [ 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. 12 [ Explanation :- The acquisition of less than ten per cent of the total shares or voting rights of an enterprise shall be treated as solely as an investment: Provided that in relation to the said acquisition,- (A) the Acquirer has ability to exercise only such rights that are exercisable by the ordinary shareholders of the enterprise whose shares or voting rights are being acquired to the extent of their respective shareholding; and (B) the Acquirer is not a member of the board of directors of the enterprise whose shares or voting rights are being acquired and does not have a right or intention to nominate a director on the board of directors of the enterprise whose shares or voting rights are being acquired and does not intend to participate in the affairs or management of the enterprise whose shares or voting rights are being acquired. ] 5 [ (1A) An acquisition of additional shares or voting rights of an enterprise by the acquirer or its group, 13 [ **** ] where the acquirer or its group, prior to acquisition, already holds twenty five per cent (25%) or more shares or voting rights of the enterprise, but does not hold fifty per cent (50%) or more of the shares or voting rights of the enterprise, either prior to or after such acquisition: Provided that such acquisition does not result in acquisition of sole or joint control of such enterprise by the acquirer or its group. ] (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 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. 6 [ (5) An acquisition of stock-in-trade, raw materials, stores and spares, trade receivables and other similar current assets in the ordinary course of business. ] 2 [ (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. 7 [ (8) An acquisition of shares or voting rights or assets, by one person or enterprise, of another person or enterprise within the same group, except in cases where the acquired enterprise is jointly controlled by enterprises that are not part of the same group. ] 3 [ **** ] 8 [ **** ] 9 [ (9) A merge or amalgamation of two enterprises where one of the enterprises has more than fifty per cent (50%) shares or voting rights of the other enterprise, and/or merger or amalgamation of enterprises in which more than fifty per cent (50%) shares or voting rights in each of such enterprises are held by enterprise(s) within the same group: Provided that the transaction does not result in transfer from joint control to sole control. ] 11 [ (10) Acquisition of shares, control, voting rights or assets by a purchaser approved by the Commission pursuant to and in accordance with its order under section 31 of the Act. ] 10 [ **** ] ************** NOTES:- 1. Substituted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, do not exceed fifteen per cent (15%) 2. Substituted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, (6) An acquisition of shares or voting rights pursuant to a bonus issue or stock splits or consolidation of face value of shares or subscription to rights issue to the extent of their entitled proportion, not leading to acquisition of control. 3. Omitted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, Explanation: The group referred to in this category shall have the same meaning as given in explanation (b) to section 5 of the Act. 4. Inserted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 5. Inserted vide F.No.3-11Amend/Comb. Regl./2013/CD/CCI dated 04-04-2013 6. Substituted vide F.No.3-11Amend/Comb. Regl./2013/CD/CCI dated 04-04-2013 before it was read as, (5) An acquisition of stock in-trade, raw materials, stores and spares in the ordinary course of business 7. Substituted vide F.No.3-11Amend/Comb. Regl./2013/CD/CCI dated 04-04-2013 before it was read as, (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 ; 8. Omitted vide F.No.3-11Amend/Comb. Regl./2013/CD/CCI dated 04-04-2013 before it was read as, 4 [ (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. Substituted vide F.No.3-11Amend/Comb. Regl./2013/CD/CCI dated 04-04-2013 before it was read as, (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. Omitted vide F. No. CCI/CD/Amend/Comb. Regl./2014 dated 28-03-2014 before it was read as, (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. 11. Inserted vide F. No. CCI/CD/Amend/Comb.Regl./2015 dated 01-07-2015 12. Inserted vide F.No. CCI/CD/Amend/Comb.Regl./2016 dated 07-01-2016 13. Omitted vide F.No. CCI/CD/Amend/Comb.Regl./2016 dated 07-01-2016 before it was read as, not resulting in gross acquisition of more than five per cent (5%) of the shares or voting rights of such enterprise in a financial year,