TaxTMI 
TaxTMI 
Form of notice given by any enterprises entering into a proposed combination [ See regulation 5 and regulation 8 ]
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....ess: 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 (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....
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....arket; 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 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 ....
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.... [See Regulation 5A] 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. 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 repor....
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....nd 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 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 co....
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.... 6.4.4. Name and contact details of the largest competitors having market share of at least five percent (along with their market shares for last five years), customers (along with their individual shares in supplies made by the party for last five years) and 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....
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....ils of pipeline acquisitions in same relevant market(s) by the parties to the combination. 6.4.9. Exit from the relevant market(s): 6.4.9.1. Details of enterprise(s) that have exited or attempted to exit from the relevant market(s) in the last five years; 6.4.9.2. Details of likelihood of exit of enterprise(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 th....
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....tition in the relevant market(s), supported by market studies, forecast, surveys etc, (if any); 6.5.8.3. Ease of switching and cost involved therein (in terms of time and expense) for customers for switching from one supplier to another or one product to another. 6.5.8.4. 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 6.5.8.5. 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 parti....
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....nt stages or levels of the production chain in which any other party to the combination is involved; and/or (c) complementary activities. If yes, provide details and necessary information as per item 6.1 to 6.5 above along with a tabular presentation illustrating direct or indirect shareholding, right or ability to exercise any right (including any advantage of commercial nature with any of the party 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)....
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....CTION 6 OF THE COMPETITION ACT, 2002 Registration number (to be assigned by Competition Commission of India) 1. Particulars of the parties filing details of acquisition : Legal Name of the party(s) filing details of acquisition: Principal Business Address (including Country/City/Atea Code): Telephone No. (including Country/City/Area Code): Mobile No. (including Country/City/Area Code): Fax No. (including Country/City/Area Code): E-mail Address: 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 financia....
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....ancial year immediately preceding the year in which the acquisition has taken place. 10. What is the 'relevant product market' of the products or services whose control, shares, assets or voting rights have been acquired or are being acquired? 11. What is the 'relevant geographic market' of the products or services whose control, shares, assets or voting rights have been acquired or are being acquired? 12. What is the relevant market for the acquisition keeping in view the relevant product market 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. No....
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....n (4) of Section 20 of the Act. The Commission is not likely to consider unsubstantiated objections. S. L. BUNKER, secy. [ADVT. III/4/187-M/11/Exty.] ************** NOTES:- 1. Substituted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, "{See regulation 5 and regulation 8}" 2. Omitted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read as, "Part I (To be filled in by everyone)" 3. Substituted vide F.No.3-1/Amend/Comb. Regl./2012/CD/CCI dated 23-02-2012 before it was read 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....
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....s (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. 3[4. Provide details of value of assets and turnover for the purpose of section 5 in tabular format.] 4[****] 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 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/....
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.... my knowledge and that nothing material has been concealed there from. VERIFIED AT [PLACE] ON THIS THE [DATE]. [NAME] [DESIGNATION] [COMPANY] (In case there are more than one applicants 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]" 11. Substituted vide F.No. CCI/CD/Amend/Comb.Regl./2016 dated 07-01-2016 before it was read as, "VERIFICATION I, [NAME], [DESIGNATION], of the [FIRST/SECOND] party (ies) to the combination, do hereby verify that the contents of the above Form are true and correct to the best of my knowledge and that nothing material has been 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. S....
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....e City ____________ State ___________ Country___________ The __________ day of ___________the year Signature _____________ My Commission expires on _____________ (Notary public) [SEAL]" 14. Substituted vide F.No. CCI/CD/Amend/Comb. Regl./2019 dated 13-08-2019 w.e.f. 15-08-2019 before it was read as, "10[FORM I Registration No: (to be assigned by the Competition Commission of India) Information required to be filled in by the notifying party(ies) Part I : Basic information 1. Information about each of the party to the combination: 1.1 Legal name of party(ies) to the combination: 1.2 Registration number (if applicable): 1.3 Registered address / Principal business address: 1.4 City: Country: Pin/Postal/Zip Code: 1.5 Contact details (Telephone no, Mobile no, Fax no., in each case, including Country/City/Area Code): 1.6 E-mail address: 1.7 Website address: 1.8 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 sig....
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....uch filings. 6.5 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 agreement /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 along with the supporting documents as listed in the Notes to Form I, if applicable. 6.6 In case the agreements/other documents relating to the combination contain a non-compete clause or the parties to the combination have executed/or propose to execute a non-competition agreement in relation to the combination, the following details must be provided: 6.6.1 Scope, including: (i) the enterprises covered by the non-compete provision; and (ii) period; geographic scope and the products/services covered under the non-compete clause(s). 6.6.2 Justification for the 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....
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....ubstitutes/similar products or services produced/distributed/supplied in India. 8.4 Provide details with regard to the 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 for identical/substitutes/similar products or services produced/distributed/supplied in India. In case of a group, same information should be given for all the enterprises of the group. 8.5 Provide name and contact details of the five largest competitors (along with their market shares), customers and suppliers. 8.6 In the event the parties to the combination 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, provide details, including inter alia,: 8.6.1 Market size of the upstream and the downstream market. 8.6.2 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....
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....etails of payment 3.1 Amount of fee deposited (provide proof) Amount (in Rs.): 3.2 Mode of payment: (Demand Draft/Banker's Cheque/ECS) Number: Date: Drawn on: Bank Identification and Code No.: 4. Personal Details First applicant Legal name of combining party: Name of the person signing in terms of regulation 8 (enclose documentary proof of eligibility for signing the notice, in terms of regulation 8): Son/Daughter of: Principal Business address: City: Country: Postal/Zip code: Telephone no.: Country code: City/Area code: Mobile no.: Fax no.: Country code: City/Area code: E-mail address: Website address: (in case there are more applicants, use the same format for additional applicants) 5. Provide details (in the format in paragraph 4) 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. 6. Details about the combination 6.1 Please specify the part, sub-clause and clause of section 5 of the Act under which the combination falls. 6.2 Describe the nature of the combination being notified with the following details: (a) State the exact nu....
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....tion (5) of the Act, the enterprise acquiring control; enterprise whose control is being/has been acquired; and the enterprise in which the acquirer already has direct or indirect control which is engaged in similar or identical or substitutable product(s)/service(s); or (c) in case of merger or amalgamation under sub-section (c) of Section 5 of the Act, all the parties to such merger or amalgamation. 7.5 List of holders of five percent or more of voting rights or shares, directly or indirectly, of the parties to the combination. 7.6 List names of CEO/CFO/directors/partners/trustees/person in charge/persons acting in concert during the last one year. Also provide recent detailed organizational chart of each of the combining parties. 8. Information about the size of the Combination 8.1 How do the parties to the combination meet the criteria for filing notice, in terms of assets /turnover given under section 5 of the Act and the notification thereunder? 8[8.2 Furnish the following details, as per audited annual accounts of immediately preceding two financial years, separately, for all the parties to the combination: Name of enterprise(s) Year Value of assets Aggregate Tur....
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....l the enterprises belonging to the same group for each of the parties to the combination and list all the enterprise(s) controlling the parties to the combination, directly or indirectly, along with the nature and means of control. 9.2 Whether the party to the combination, either singly or jointly, directly or indirectly control the affairs or management of another entity or group? If yes, please furnish the following: (a) details of enterprise(s) exercising control and enterprise(s) whose affairs are being controlled; (b) form and manner in which the control is exercised; and (c) details of common directors/partners/coparceners/trustees. 9.3 Whether the parties to the combination and another enterprise or group referred to at 9.1 and 9.2 above, are engaged in production, distribution or trading of similar or identical or substitutable products or provision of similar/identical/substitutable services? If yes, provide following details: (a) names of similar or identical or substitutable products or services; and (b) market share of each of the products or services mentioned in (a) above, prior to and after the combination. 9.4 Whether any of the parties to the combinati....
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....ents to set up facilities for production/supply of the similar or identical or substitutable products or services? Does their production/supply require any special technical knowledge that is not readily available? 10.5 Are there any Government procurement policies which offer special dispensation to the parties to combination or their competitors? (Attach sufficient documents/material). 10.6 How important/significant are "distribution facilities" of the similar or identical or substitutable products or services? Furnish details of your distribution channels and service networks (for example maintenance and repair) along with the ones that exist in the market. (Submit documents or material sufficient to show the location of all distribution facilities and any strategic plans or maps relating to distribution system of each similar or identical or substitutable product or service). 10.7 Whether the product can be transported? If yes, what are the possible modes of transportation? What is the unit cost of transportation per kilometre? What is the ratio of transportation cost to the sale price? (Submit documents sufficient to show shipping or transportation costs incurred in the dis....
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....1.4 An estimate of the market share in value (and where appropriate, in volume), of all the competitors (including importers) having at least five percent of the relevant market under consideration (in your opinion). 11.5 Describe the state of competition in the relevant market, supported by market studies, forecast, surveys etc, (if any) and including but not limited to the following: (a) relative strength / weaknesses of parties to the combination and other major players in the relevant market; (b) supply and demand conditions; and (c) attempts to win customers from other competitors and loss of customers to other competitors. 11.6 What is the level of concentration in the relevant market? How much will the level of concentration change after the proposed combination takes effect? (Provide number of enterprise(s) before and after the combination takes effect). For concentration levels provide an estimate of HHI (Herfindahl - Hirschman Index), along with change in the index post- combination. (Indicate the market shares used as a basis to calculate the HHI and the source from which the same have been obtained). 11.7 How many enterprise(s) have entered or attempted to ente....
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....ny, between the imported and domestic price of similar or identical or substitutable products or services in the relevant market. 11.12 Provide details of exports (total value, volume and sources) and its proportion to the total size of the relevant market for the relevant products and services for the last three years? Provide the names of top five exporters and their contact details. 11.13 Identify some of the largest independent suppliers to the parties to the combination and their individual shares or purchases from each of these suppliers (of raw materials or goods used for purposes of producing the relevant products in your opinion). Mention their names, addresses and contact details. 11.14 Specify whether any of the parties to the combination, or any of the competitors have 'pipeline products or services' (products or services likely to be brought to the market in the near future) or have plans to expand or contract production or sales capacity. If so, provide an estimate of the projected sales and market shares of the parties to the combination over the next three to five years. 11.15 If the parties to the combination have few large buyers for the similar or identical o....
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....a High Court/Company Law Board/Securities and Exchange Board of India or any other authority established under any law in India along with the status thereof and certified copies of the decision in the matter, if any. 12.4 Whether this combination is subject to filing requirements in jurisdictions other than India? If yes, list the notified, or to be notified, jurisdictions along with the certified copy (s) of the order (s)/decision (s) passed in that jurisdiction. 13. The parties to the combination are also encouraged to submit any other information that they believe could assist the Commission in assessing the proposed combination and the markets involved. (Attach documents/reports/materials, if any, in support of the above) Notes: (1) The parties to the combination, in providing the above information including the supporting documents, as far as possible, are required to rely on the documents/data used in the ordinary course of taking business decisions. (2) If any third party information/estimates are being relied upon by the notifying parties, then the relevant source of such information/estimates shall be clearly indicated. (3) If any additional information is need....