TaxTMI 
TaxTMI 
The Competition Commission of India (Combinations) Regulations, 2024 (No. 07 of 2024).
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....e; (b) "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; (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....
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....ents, the value of that transaction or component thereof shall be the same as considered by the board of directors or any other approving authority of the person obligated to file notice 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 busin....
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....equisite fee. (2) Notwithstanding anything contained in sub-regulation (1), the person required to give notice may, at their option, give notice in Form II, as specified in schedule I 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 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 Comm....
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....e 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. 6. Exercise of rights in case of open offer and acquisitions on stock exchanges. In case of 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 o....
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....e may be, relating to the enterprise being acquired: Provided that all information required to be filed, relating to the enterprise being acquired without its consent shall be filed with the Commission within ten 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 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 ....
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....ions, such request may be filed as per the procedure laid down in the Competition Commission of India (General) Regulations, 2024, along with a duly filled in public version of the notice and an electronic version thereof. (2) A summary of the combination, not containing any confidential information, in not more than 1000 words, comprising details regarding: (a) name of the parties to the combination; (b) the nature and purpose of the combination; (c) the products, services and business(es) of the parties to the combination; and (d) the respective markets in which the parties 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 ....
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....mission may give an opportunity of being heard to the parties to the combination in accordance with regulation 23 of these regulations before deciding to invalidate a notice: Provided further that the Commission may, after recording reasons, invalidate a notice given under regulation 5 or regulation 8 of these regulations when it comes to the knowledge of the Commission that such notice is not valid as per sub-regulation (1) and, in that case, the Secretary shall convey the decision of the Commission to person who has given notice within seven days of such decision of the Commission: Provided further that the period between 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 t....
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....eady paid in respect of such notice shall be adjusted against the fee payable in respect of new notice provided the new notice is given within forty-five days from the date of withdrawal. 17. Termination of proceedings. The proceedings under this Act relating to the combinations shall be terminated upon, - (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: Provided that if the approval of the Commission is conditional upon the parties to the combination carrying out modification to the combination, the proceedings shall terminate upon acceptance 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 transmi....
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....an 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. 22. Proof of publication. The person who has given notice shall submit copies of publication, referred to in regulation 21 of these regulations, to the Secretary, not later than the two days from the date of publication of the details of the combination. 23. 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 at any time during its inquiry, the Secretary shall issue a notice conveying the directions of 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 sec....
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....n (1) of section 29 of the Act, within fifteen days of the receipt of such notice, to address the prima facie concerns in the said notice and on that basis, the Commission may approve the proposed combination under sub- section (1) of section 31 of the Act. (5) Where the Commission approves a combination under sub-section (3) of section 31 of the Act subject to modification, the parties to the combination shall carry out such modification as per the terms and conditions and within the period as may be specified by the Commission in its order. (6) Where the Commission has approved a combination under sub-section (3) of section 31 of the Act subject to modification and the parties to the combination fail to carry out the modification within the period specified by the Commission, the Commission shall pass an order under sub-clause (b) of sub-section (5) of section 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 a....
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....ons or circulars for regulation of combinations. 33. Repeal and Savings. (1) The Competition Commission of India (Procedure in regard to the transactions of business relating to combinations) Regulations, 2011 stands repealed from the date on which these regulations come into force: Provided that the provisions of the Competition Commission of India (Procedure in regard to the transactions of business relating to combinations) Regulations, 2011, as they stood on the date immediately before these regulations come into force, shall continue to apply to the notice(s) given under sub-section (2) of section 6 of the Act before these regulations come into force. (2) Notwithstanding such repeal, - (a) anything done or any action taken or purported to have been done or taken including fees collected, any proceedings or decision, inquiry or investigation commenced or show-cause notice issued under the repealed regulations, prior 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 liabi....
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....contact details of individual(s) located in India who is authorized to receive communication(s) on behalf of each of the notifying party(ies). Part IV: Meeting the thresholds [See section 5 of the Act] 4. Financial details and Value of Transaction 4.1 Details of assets and turnover of the parties to the combination in the format givenbelow: Name of the Parties Assets (as on___) Turnover (for FY___) In India (Rupees in crore) Worldwide In India (Rupees in crore) Worldwide USD (million) (Rupees in crore) USD (million) (Rupees in crore) Party 1 Party 2 Combined 4.2 Value of Transaction for combinations covered under section 5(d) of the Act and meeting of criteria prescribed under sub-regulation (2) of the regulation 4 of these regulations; 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) o....
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.... relevant market]: 6.4.1 Details of the overlapping products/ services and the relevant product and relevant geographic market, considering all plausible alternative(s), along with explanation for accepting and rejecting each of the plausible alternative of relevant product and relevant geographic market; 6.4.2 Estimate, indicating the relevant source and the basis of estimate, the total size 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 service....
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....recent entry and exit; and any other relevant information, relating to concerned businesses. 6.8 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: Green Channel 7. Whether the notice for the proposed combination is under Green Channel: Yes No Part VIII: 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 Document(s) referred under explanation (f) and (h) to sub-regulation (1) of regulation 4, if applicable. 8.6 Summary of the combination in terms of sub-regulation (2) of regulation13 of these regulations. 8.7 Chart depicting shareholding/extent of ownership and voting right (if different from ownership....
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....hone number, mobile number, including country/city/area code): 1.7. Complete address and contact details in India: 1.8. Website address: 1.9. Relevant 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 (b) 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. Financial details and Value of Transaction 4.1. 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 (Rupees in crore) Worldwide In India (Rupees in crore) Worldwide USD (million) (Rupees in crore) USD (million) (Rupees in crore) Party 1 Party 2 ....
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....in India, as applicable. 6.3. List/details of the products (manufactured, supplied, distributed, and/or sold) and/or services provided by the parties to the combination. 6.4. Horizontal Overlaps - State as to whether the parties to the combination and/or their respective group entities, directly or indirectly, produce/provide similar or identical or substitutable products or services, considering all plausible alternative(s): Yes No If the answer is yes, furnish the following information [information shall be furnished for each of the plausible alternative relevant market(s)]: 6.4.1. Details of the overlapping products/ services and the relevant product(s) and relevant geographic market(s), considering all plausible alternative(s), alongwith explanation for accepting and rejecting each of the plausible alternative of relevant product and relevant geographic market(s); 6.4.2. Estimate, indicating the relevant source and the basis of estimate, the total size of the market for last five 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(....
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..... 6.4.7. Research and Development (R&D): 6.4.7.1. 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); 6.4.7.2. 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; 6.4.7.3. Scheduled and / or intended R&D activities of parties of the combination, with and without the combination. Effect of the combination on extent, nature and/or size of R&D activities of the parties to the combination, and likely impact of such change on competition in the relevant market(s); and 6.4.7.4. Ease of procurement of relevant technologies including imports and off shelf purchases. 6.4.8. Entry into the relevant market(s): 6.4.8.1. Factors influencing entry into the relevant market(s); 6.4.8.2. Details of enterprise(s) that have entered or attempted to enter the relevant market(s) in the last five years; 6.4.8.3. Details of likelihood of entry of enterprise(s) o....
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....cting 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 of the parties to the combination (including their relevant group entities) for relevant product and/or services for the last five years; 6.5.4. Name and contact details of the largest competitors having market share of at least five percent (along with their market shares for the last five years) for relevant product and services; 6.5.5. Name and contact details of five largest customers of each of the parties having presence in upstream market along with individual share of such customers in supplies made by the party(ies) for last five years; 6.5.6. Name and contact details of five largest suppliers of each of the parties having presence in downstream market along with individual share of such suppliers in procurement made by the party(ies) for last five years; 6.5.7. Existing supply arrangements between the parties to the combination along with volume and value of transactions, during the previous financial year and percenta....
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....et(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. Details of planned entry in any geographic area in India or expansion, whether in terms of capacity or geographic area etc., in relevant upstream product / service or downstream product / service; and 6.5.11.6. Details of pipeline acquisitions in same relevant upstream or downstream market by the parties to the combination. 6.5.12. Exit from the relevant market(s): 6.5.12.1. Details of enterprise(s) that have exited or attempted to exit from the relevant market(s) in the last five years; and 6.5.12.2. Details of likelihood of exit of enterprise(s) of significant size in the relevant market(s) within next two years. 6.5.13. Details of imports; 6.5.14. Details of exports; and 6.5.15....
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....tion; (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 shareholder(s); and (b) for the enterprises, whose structure, ownership and control will be directly or indirectly affected by the combination. 7.9. Recent organisational chart of each of the parties to the combination. 7.10. Copy of approval or agreement/documents as referred to in sub-section (2) of section 6 of the Act read with regulation 5 of these regulations. 7.11. Documents, material (including reports, studies, plan, latest version of other documents), etc. considered by and/or presented to parties t....
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.... 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 and other manpower; working capital, assets and liabilities; licenses; and supply contracts/ arrangements. 5.5. Measures to preserve viability, marketability and competitiveness of the divestment assets till completion of divestment. This could include hold separate arrangement, ring fencing of the divestment assets and transitional and supplementary arrangements. 5.6.....