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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 ..... rovide 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. 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. 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. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s 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] 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ction (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) 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice 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) 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 specifica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s , 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 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompetitor, 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 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 r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 COMBININ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 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 y ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ic 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] 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 ..... 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