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TMI BlogThe Competition Commission of India (Combinations) Regulations, 2024 (No. 07 of 2024).X X X X Extracts X X X X X X X X Extracts X X X X ..... ersons or enterprises entering into the combination and shall include the combined entity if the combination has come into effect; (c) Relevant date means the date on which the approval of the proposal relating to merger or amalgamation is accorded by board of directors or the date of execution of agreement or the date of such other document for acquisition or acquiring of control referred to in sub-section (2) of Section 6 of the Act. (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 meaning respectively as assigned to them in the Act or the rules or regulations framed thereunder or in the Companies Act, 2013 (18 of 2013). 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, 2024, the Commission may determine the procedure, in such matters, if so required. 4. Value of transaction and substantial business operations in India. (1) The value of transaction for the purpose of clause (d) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under these regulations; (g) if value of transaction cannot be established with reasonable certainty, by the board of directors or any other approving authority of the person obligated to file notice under these regulations, the value of the transaction may be considered as exceeding the amount specified in clause (d) of section 5 of the Act; (h) the best estimate shall be the estimate of the board of directors or any other approving authority of the person obligated to file notice under these regulations recorded by it in its approval. If the estimate is not recorded by the board of directors or any other approving authority of the person obligated to file notice in its approval, the maximum payable amount shall be considered as the best estimate. (2) For the purpose of proviso to clause (d) of section 5 of the Act, the enterprise referred therein shall be deemed to have substantial business operations in India, if: (a) for digital services provided, the number of its business users or end users in India is 10% or more of its total global number of such users; or (b) its gross merchandise value for the period of twelve months preceding the relevant date in India is: (i) 10% or mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion, 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 any of the relevant markets; (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 any of the relevant markets. (3) The person required to give notice shall give notice in Form I or Form II, as specified in schedule I to these regulations, as the case may be, in accordance with the notes to Form I and Form II issued by the Commission and published on its official website, from time to time. (4) A notice under clause (a) of section 6A of the Act read with sub-regulation (1) or (2) of this regulation shall be given within thirty days from the date of first acquisition of shares pursuant to the implementation of an open offer or an acquisition of shares or securities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an acquisition in respect of which notice under clause (a) of section 6A of the Act is required to be given, the acquirer could, (a) avail economic benefits such as dividend or any other distribution, subscription to rights issue, bonus shares, stock-splits and buy-back of securities; (b) exercise voting rights only in matters relating to liquidation and/or insolvency proceedings: Provided that the acquirer, its group entities and other entities forming part of the same group including their affiliates shall not, directly or indirectly, influence the enterprise whose shares or securities are being acquired or any of its affiliate(s), in any manner whatsoever. 7. Request for confidentiality. (1) Any request for confidentiality of information or documents submitted during the inquiry shall be duly considered by the Commission having due regard to the procedure laid down in the Competition Commission of India (General) Regulations, 2024, as amended from time to time. (2) The request under sub-regulation (1) shall 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 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 time period provided in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section(6) of section 31 of the Act. (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 specified in schedule I to these regulations, as the case may be, duly signed by the person as specified under regulation 11 of the Competition Commission of India (General) Regulations, 2024: Provided that in case of a company, apart from the person specified under clause (c) of sub-regulation (1) of regulation 11 of the Competition Commission of India (General) Regulations, 2024, Form I or Form II may also be signed by any person duly authorised by the company. (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, one or more of which may amount to a combination, a single notice, covering all these transactions, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s to the combination operate, shall be filed for the purpose of publishing the same on the website of the Commission. (3) The Secretary shall issue an acknowledgement of the receipt of notice given pursuant to regulation 5 or regulation 8 of these regulations. (4) 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 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. (5) The notice under sub-sections (2) and (4) of section 6 of the Act, clause (a) of section 6A of the Act, and sub-regulation (2) of regulation 8 of these regulations may be given electronically when the facility for the same is made available by the Commission. 14. Scrutiny of notice and inquiry. (1) The notice filed under regulation 5 or regulation 8 of these regulations shall not be valid unless it is complete and in conformity with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the commencement of proceedings under this regulation till the decision of the Commission regarding validity of the notice, shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29, and sub-section (6) of section 31 of the Act: Provided further that where a notice is given again after invalidation, the fee already paid shall be adjusted against the fee to be paid in respect of the new notice if such notice is given within a period of forty-five days from the date of communication of the decision of the Commission. (8) Where the Commission deems it necessary, it may call for information from any other person as to whether a combination has caused or is likely to cause an appreciable adverse effect on competition in India: Provided that the time taken in obtaining the information from such person(s) shall be excluded from the time provided in sub-section (2A) of section 6; sub-section (1B) of section 29, and sub-section (6) of section 31 of the Act: Provided further that where the Commission calls for information under this sub- regulation, the same shall be communicated by the Secretary to the person who has given notice. 15. Intim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ance of the compliance report by the Commission under regulation 26 of these regulations. 18. Mode of service of notice(s), etc. Save as otherwise provided in the Act or in these regulations, the service of any communication 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, 2024 or by electronic transmission as considered appropriate by the Commission. 19. Calling for a report from the Director General. (1) After receipt of the response to the notice to show cause 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 with all other documents, materials, affidavits, statements, which have been filed or are otherwise available with the said notice and a copy of the show-cause notice issued under sub-section (1) of section 29 of the Act and respons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Commission to the said parties, to appear before it on the date and time, as directed by the Commission: Provided that the period between the date of issue of notice and the date of hearing scheduled therein, not exceeding ten days, shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section (6) of section 31 of the Act: Provided further that if the parties to the combination seek additional time to appear before the Commission, such time shall be excluded from the period specified in sub-section (2A) of section 6; sub-section (1B) of section 29; and sub-section (6) of section 31 of the Act. 24. Statement of Objections. Upon completion of the process under section 29 of the Act, where the Commission is of the opinion that the combination has or is likely to have an appreciable adverse effect on competition and decides to issue statement of objections under subsection (1) of section 29A of the Act, the Secretary shall communicate the statement of objections to the person who has given notice within four days. 25. Modification to the proposed combination. (1) Where Commission decides to propose modification either ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 31 of the Act within time not exceeding thirty days from the date of determination by the Commission of the failure of the parties to carry out the modification. 26. Compliance by the parties for carrying out modification. (1) The parties to the combination shall, upon completion of modification, file a report along with an affidavit of compliance of the modification as per the terms and conditions of the order of the Commission under section 31 of the Act, before the Secretary within seven days of such completion. (2) Where the modification requires periodical compliance, the parties to the combination shall submit a report to the Commission as per the order of the Commission. (3) In case the parties to the combination fail to file the report under sub- regulations (1) or (2) of this regulation, the Secretary shall place the matter of such non-compliance before the Commission for appropriate directions. 27. Appointment of independent agencies to oversee modification. Where the Commission is of the opinion that the implementation of the modifications to the proposed combination needs supervision, it may appoint agencies to oversee such modifications, in terms of the Competition Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to such repeal, shall remain unaffected as if the repealed regulations have never been repealed; (b) the operation of the repealed regulations or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the repealed regulations, or any investigation, legal proceeding or remedy shall remain unaffected as if the repealed regulations have never been repealed. 34. Transition Provision Notwithstanding the relevant date, the provisions of sub-section (2) of section 6, sub-section (4) of section 6, and section 6A of the Act shall apply to an acquisition of control, shares, voting rights or assets of an enterprise, merger or amalgamation which comes into effect, wholly or partly, on or after the date on which these regulations come into force: Provided that such acquisition, merger or amalgamation otherwise satisfies the provisions of section 5 of the Act and is not exempt under the provisions of Act or rules made thereunder as applicable on the date on which these regulations come into force, if the same previously did not require notice to the Commission. Provided further that the provisions of section 43A of the Act sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quisition or merger or amalgamation, as the case may be, with reference to relevant clause of Section 5; 5.1.2 Any other transaction(s) that is/are inter-connected, in terms of sub-regulation (4) and / or (5) of regulation 9 of these regulations; and 5.1.3 Right(s) acquired or arising out of or in connection with the transaction(s) referred to at 5.1.1 and 5.1.2 above. 5.2 Step(s) to give effect to the combination, along with timelines for each step(s) of the combination. 5.3 Economic and strategic purpose (including business objective and rationale for each of the parties to the combination and the manner in which they are intended to be achieved) of the combination. 5.4 Value of the proposed combination. 5.5 Foreign investment as a result of the combination (FDI, FPI, etc., if any, in rupees) and country(ies) of origin. 5.6 Filing requirements and its status in jurisdictions other than India 5.7 Any other relevant information related to the combination. Part VI: Activities of parties to the combination and sector overview 6. Details about each of the parties to the combination: 6.1 Name of the group to which the parties to the combination belong. 6.2 For each of the parties to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relevant market]: 6.5.1 Details of the upstream and downstream activities or the complementary activities, as the case may be, and the relevant product and relevant geographic markets, considering all plausible alternative(s), along with explanation for accepting and rejecting each of the plausible alternative of relevant product and relevant geographic market; 6.5.2 Market size for the last three years for relevant product and/or services; 6.5.3 Market share of each of the parties to the combination (including their relevant group entities) for relevant product and/or services for the last three years; 6.5.4 Market share of five largest competitors for relevant product and services for the last three years; and 6.5.5 Existing supply arrangements between the parties to the combination along with volume and value of transactions, during the previous financial year and percentage of such sales/consumption of the respective parties in relation to the total sales/consumption in each of the market(s). 6.6 Whether any of the parties to the combination or any of their group entities has direct or indirect shareholding and/or control over another enterprise(s) engaged in: (a) production, d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, studies, plan, latest version of other documents), etc. considered by and/or presented to the board of directors and/or key managerial person of the parties to the combination and/or their relevant group entities, in relation to the proposed combination. 8.10 If the notice for the proposed combination is under Green Channel, declaration in terms of Schedule III. 8.11 If the notice is under clause (a) of section 6A, declaration in terms of Schedule II. DECLARATION The notifying party confirms that it has furnished all the information and documents as required in Form I, read with notes thereto. The notifying party confirms that all information given in this Form and all pages annexed hereto are true, correct and complete to the best of its knowledge and belief, and that all estimates are identified as such and are its best estimates based on the underlying facts. Signed by or on behalf of the notifying party Signature(s) Name (in block letters): Designation: Date:___________ [In case there are more than one notifying parties, each party may use the same format.] FORM II [See regulation 5(2)] Registration No: (to be assigned by the Competition Commission of India) Information requ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erred to at 5.1.1 and 5.1.2 above. 5.2 Step(s) to give effect to the combination, along with timelines for each step(s) of the combination. 5.3 Economic and strategic purpose (including business objective and rationale for each of the parties to the combination and the manner in which they are intended to be achieved) of the combination. 5.4 Value of the proposed combination. 5.5 Foreign investment as a result of the combination (FDI, FPI, etc., if any, in rupees) and country(ies) of origin. 5.6 Filing requirements and its status in jurisdictions other than India. 5.7 Any other relevant information related to the combination. Part VI: Activities of parties to the combination and sector overview 6. Details about each of the parties to the combination: 6.1. Name of the group to which the parties to the combination belong. 6.2. For each of the parties to the combination, details regarding the following: 6.2.1. Entities in India and the presence in India (for example, sales office, factory, liaison office, branch office, franchise or through any entity from outside India, etc.); 6.2.2. CEO / CFO /directors /partners /trustees / person in charge / other key managerial person(s) during t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of switching and cost involved therein (in terms of time and expense) for switching from one supplier to another or one product to another; 6.4.5.5. Details of recent disruptions in the market, be it technological or any change in business models or any product or process innovation(s) or by any other means that have altered markets; and 6.4.5.6. Degree of competition constraint exerted by imports. 6.4.6. Details of legal and regulatory framework: 6.4.6.1. Regulations / laws / rules / procedures / official press notes / directions / notifications / tariff and non-tariff regulation, etc., which restrict production, supply, distribution of the similar or identical or substitutable products or services of the parties to the combination; 6.4.6.2. Local specifications prescribed by government / departments / authorities regarding similar or identical or substitutable products or services; 6.4.6.3. Licensing / registration requirements to set up facilities for production / supply of the similar or identical or substitutable products or services; and 6.4.6.4. Government procurement policies which offer special dispensation to the parties to combination or their competitors. 6.4.7. Researc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erence to factors given under sub-section (4) of section 20 of the Act. 6.5. Vertical and Complementary Activities : State as to whether any of the parties to the combination and/or their respective group entities, directly or indirectly, are 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 the production chain in which any other party to the combination is involved, considering all plausible alternative(s); and/or any complementary activities: Yes No If the answer is yes, furnish the following information [information shall be furnished for each the plausible alternative relevant market(s)]: 6.5.1. Details of the upstream and downstream activities or the complementary activities as the case may be, and the relevant product and relevant geographic market(s), considering all plausible alternative(s), along with explanation for accepting and rejecting each of the plausible alternative of relevant product and relevant geographic market(s); 6.5.2. Market size for the last five years for relevant product and/or services; 6.5.3. Market share of each o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ucts or services; and 6.5.9.4. Government procurement policies which offer special dispensation to the parties to combination or their competitors. 6.5.10. Research and Development (R D): 6.5.10.1. Importance of R D capabilities and possession of intellectual property rights to enable an enterprise to remain competitive or to survive in the relevant market(s); and 6.5.10.2. Nature and extent of the R D activities, if any, carried out by the parties to the combination over last past five years and material intellectual property rights possessed by the parties to the combination; and 6.5.10.3. Ease of procurement of relevant technologies including imports and off shelf purchases. 6.5.11. Entry into the relevant market(s): 6.5.11.1. Factors influencing entry into the relevant market(s); 6.5.11.2. Details of enterprise(s) that have entered or attempted to enter the relevant market(s) in the last five years; 6.5.11.3. Details of likelihood of entry of enterprise(s) of significant size in the relevant market(s) in the next two years; 6.5.11.4. Details of entry or attempt to entry by any party to the combination in relevant upstream or downstream markets during last five years; 6.5.11.5. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... payment of fees to the Commission (refer paragraph 2 above). 7.3. Authorisation for receiving communication (refer paragraph 3 above). 7.4. Annual report of the parties to the combination, for the preceding financial year. 7.5. Document(s) referred under explanation (f) and (h) to sub-regulation (1) of regulation 4, if applicable. 7.6. Summary of the combination in terms of sub-regulation (2) of regulation 13 of these regulations. 7.7. 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 Act; and (f) expected timeframe for completion of various stages of the Combination. 7.8. Chart depicting shareholding/extent of ownership and voting right (if different from ownership pattern) along with details of control, prior to and after the combination, of: (a) the parties to the combination starting from their ultimate parent entity and controlling sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess 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. FORM IV [See regulation 25(3)] 1. Proposed Combination: 2. Likely Appreciable Adverse Effect on Competition (AAEC): 3. Summary of the Modification Offered: 4. Sufficiency of the Modifications to address the likely AAEC: 5. Divestment: 5.1. Divestment business: Description of the entities and/or businesses proposed to be divested along with the details of registered place of business, organizational structure, manufacturing facilities/ factories/ plants/ services centres/ sales offices, etc. 5.2. List of products and/or services offered through the divestment business. 5.3. Market share of the divestment business in the relevant market(s), during the preceding three financial years. 5.4. Scope of the divestment assets including the details of tangible and intangible assets/ intellectual properties; employees an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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