9911796707
TMI BlogForm of notice given by any enterprises entering into a proposed combination [ See regulation 5 and regulation 8 ]X X X X Extracts X X X X X X X X Extracts X X X X ..... elevant 4-digit National Industrial Classification of the activities of the parties to the combination: 1.10. Date of pre-filing consultation, if any: Part II: Payment of fee [See clause (a) of Regulation 11] 2. Particulars of fee deposited. Part III: Authorisation regarding communication 3. Name, complete address and contact details of Individual(s) in India who is authorised to receive communication(s) on behalf of the notifying party(ies). Part IV: Meeting the thresholds [See section 5 of the Act] 4. Details of assets and turnover of the parties to the combination in the format given below: Name of the Parties Assets (as on ____) Turnover (for FY______) In India (INR crore) Worldwide In India (INR crore) Worldwide USD (million) INR (crore) USD (million) INR (crore) Party 1 Party 2 Combined 5. Describe the combination by providing information regarding the following: 5.1. Scope of the combination notified pursuant to sub-section (2) of section 6 of the Act (with reference to relevant clause under the agreement(s), as applicable): 5.1.1. Details of acquisition or merger or amalgamation, as the case may be, with reference to relevant clause of section 5; 5.1.2. Any other transactio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ize of the market for last three years, in terms of value of sales (in rupees) and volume (units); 6.4.3. Sales in value (in rupees) and volume (units) along with an estimate of the market share(s) of each of the parties to the combination (including their relevant group entities), for the last three years; and 6.4.4. Name and contact details of the five largest competitors (along with their market shares for last three years), customers and suppliers. 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]: 6.5.1. Details of the upstream and downstream activities or the compl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Attachments 8. Attach the following documents: 8.1. Authorisation for signing the notice (refer item 1.6 above). 8.2. Acknowledgement for payment of fees to the Commission (refer item 2 above). 8.3. Authorisation for receiving communication (refer item 3 above). 8.4. Annual report of the parties to the combination, for the preceding financial year. 8.5. Summary of the combination in terms of sub-regulation (1A) of regulation 13 of these regulations. 8.6. 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 shareholder(s); and (b) for the enterprises, whose structure, ownership and control will be directly or indirectly affected by the combination. 8.7. Copy of approval or agreement/documents as referred to in sub-section (2) of section 6read with regulation 5 of these regulations. 8.8. Documents, material (including reports, studies, plan, latest version of other documents), etc. considered by and/or presented to the board of directors and/or key managerial person of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dwide USD (million) INR (crore) USD (million) INR (crore) Party 1 Party 2 Combined Part V: Description of the combination 5. Describe the combination by providing information regarding the following: 5.1. Scope of the combination notified pursuant to sub-section (2) of section 6 of the Act (with reference to relevant clause under the agreement(s), as applicable): 5.1.1. Details of acquisition 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 INR) and c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... suppliers (along with their individual shares in procurement made by the party for last five years) of each the party; 6.4.5. Details of structure of market and demand: 6.4.5.1. Level of concentration, in terms of number of enterprise CR4 Index, and HHI (Herfindahl - Hirschman Index), in the relevant market(s), pre and post the combination; 6.4.5.2. Nature and extent of competition in the relevant market(s), supported by market studies, forecast, surveys etc, (if any); 6.4.5.3. Extent and importance of product differentiation in terms of attributes, quality, price, intended use, user experience etc. and the degree to which the products or services of the parties to the combination are close substitutes; 6.4.5.4. Ease 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e(s) of significant size in the relevant market(s) within next two years; 6.4.9.3. Details of likely reduction in scope and/or change in nature/ extent/volume of supply of identical, similar or substitutable product(s) and/or service(s) offered by the parties to the combination as a result of, in connection with or in furtherance of the combination; 6.4.9.4. Details of pipeline products or services, planned expansion (whether in terms of capacity or geographic area etc.) in same relevant market(s) by the parties to the combination, absent the combination, and likely impact of the combination on such product or services or expansion. 6.4.10. Details of imports; 6.4.11. Details of exports; and 6.4.12. Information with reference 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nge in business models or any product or process innovation (s) or by any other means that have altered markets; and 6.5.8.5. Degree of competition constraint exerted by imports; 6.5.9. Details of legal and regulatory framework: 6.5.9.1. Regulations / laws / rules / procedures / official press notes / directions / notifications, tariff and non-tariff regulations, etc., which restrict production, supply, distribution of the relevant products or services of the parties to the combination; 6.5.9.2. Local specifications prescribed by government / departments / authorities regarding relevant products or services; 6.5.9.3. Licensing / registration requirements to set up facilities for production / supply of the relevant products 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rty or its affiliates) that is not available to an ordinary shareholder and right or ability to nominate a director or observer in another enterprise (s); 6.7. Brief overview of the sector(s) in which the parties to the combination operate; 6.8. Likely impact of the Combination on the economy, market(s) and consumers; and 6.9. If any of the parties to the combination was a party to any proceeding before the Commission under or pursuance to any provision of the Act or before other competition authority(ies), during the last five years, provide details of said proceeding(s). Part VII : Attachments 7. Attach the following documents: 7.1. Authorisation for signing the notice (refer item 1.6 above). 7.2. Acknowledgement for 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. Summary of the combination in terms of sub-regulation (1A) of regulation 13 of these regulations. 7.6. Executive summary of the proposed combination specifying: (a) the parties to the combination; (b) the nature of the combination; (c) the are ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s: 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 ext ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arket 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/ Co-parceners / Trustees. 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 (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. 13 [DECLARATION The notifying party declares and confirms that all information given in this Form and all pages ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as, 4. Whether covered in (a),(b),(c),(d) or (e) of sub-regulation (2) of regulation 5? If yes, please indicate under which category and how? If not covered, please proceed to fill up Part Il of the Form. 4. Omitted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, Part II (Not to be filled in respect of categories referred to in clauses (a),(b), (c),(d) or (e) of sub-regulation (2) of regulation 5) 5. Substituted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, 5.2. Provide an executive summary of the information provided under paragraph 5.1 above. The summary may be drafted so that it contains no confidential information or business secrets. 6. Substituted vide F. No. CCI/CD/Amend/Comb. Regl./2014 dated 28-03-2014 before it was read as, (f) any horizontal overlap or vertical arrangements post combination (including between target company and acquirer or any enterprise of the group). 7. Inserted vide F. No. CCI/CD/Amend/Comb. Regl./2014 dated 28-03-2014 8. Substituted vide F. No. CCI/CD/Amend/Comb. Regl./2014 dated 28-03-2014 before it was read as, 8.2 Furnish the following details, as per audited annual accounts ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t(s) to which the combination relates and 6 [ (f) any horizontal overlap or vertical relationship between the business of the parties to the combination (including between target company and acquirer or any enterprise of the group) ] 5 [ 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 si ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... concealed there from. VERIFIED AT [PLACE] ON THIS [DATE] [NAME] [DESIGNATION] [COMPANY] [In case there are more than one applicants use the same format.] IMPORTANT: THE PARTY(IES) 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.] 12. Substituted vide F.No. CCI/CD/Amend/Comb.Regl./2016 dated 07-01-2016 before it was read as, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Jurisdiction of incorporation/formation: 1.9 Role of the party(ies) to the combination: 1.10 Relevant 4 digit National Industrial Classification of the activities undertaken by the parties to the combination: 1.11 Date of pre-filing consultation, if any: 1.12 Name of the person signing on behalf of the party(ies) to the combination (enclose documentary proof of eligibility for signing the notice): Part II : Proof of payment of fees 2. Provide details of fee deposited along with mode and the proof of payment. Part III : Authorization regarding communication 3. Provide details (in the relevant format as provided in Part I above) of an individual located in India who is authorized to receive communication(s) on behalf of each of the notifying party(ies) regarding the notice and related inquiry/proceedings. Part IV : Meeting the thresholds 4. Describe the nature of the combination being notified and how the said notification falls within the purview of section 5 of the Act. Give details of assets and turnover in the format provided below: Name of the Parties Assets (as on ____) Turnover (for FY____________) In India (in INR crore) Worldwide (in USD million) In India (in INR crore) Worl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... non-compete provisions covering each of the elements as mentioned above. Part VII : Details about parties to the combination and sector overview 7. Furnish details about the parties to the combination along with an overview of the sector as given below: 7.1 For each of the parties to the combination, provide details regarding the following: 7.1.1 List the registered entities in India and/or the physical presence in India (for example, sales office, factory, liaison office, branch office, etc.). 7.1.2 Name of the group to which the party to the combination belongs. 7.1.3 Trading name, business name and/or the brand names used in India. 7.1.4 Brief overview of activities worldwide. 7.1.5 Overview of the activities in India. 7.2 Provide separately a list/details of the products (manufactured and/or sold) and/or services of the parties to the combination. 7.3 In reference to 7.2 above, do the parties to the combination produce/provide similar or identical or substitutable products or services either directly or indirectly? If yes, provide details. 7.4 State whether any of the parties to the combination are engaged in any activity relating to the production, supply, distribution, stora ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6.2 Market share of each of the party(ies) to the combination in the upstream and downstream market. 8.6.3 Market share of five largest competitors in the upstream and downstream market. 8.6.4 Existing supply arrangements between the parties to the combination along with value of such 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). 11 [DECLARATION The notifying party declares and confirms that all information given in this Form and all pages annexed hereto is 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. The notifying party is aware of the provisions of sections 44 and 45 of the Act. Signed by or on behalf of the notifying party Signature(s) Name (in block capitals): Designation: Date:________________ [In case there are more than one notifying parties, each party may use the same format.] ]] 15. Omitted vide F.No. CCI/CD/Amend/Comb. Regl./2020 dated 26-11-2020 before it was read as, 5.7. Non-compete obligation, if any: Durat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 subsection (2) of section 6 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... parties to the combination: 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): Name of enterprise(s) Year Value of assets Aggregate Turnover In India (Rs. ni 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 no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ket in the last five years? Provide their names, addresses, telephone numbers and email 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 fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ish 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. 11.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve 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. (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 ent ..... X X X X Extracts X X X X X X X X Extracts X X X X
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