TaxTMI 
TaxTMI 
Form of notice given by any enterprises entering into a proposed combination [ See regulation 5 and regulation 8 ]
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.... 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 (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 ....
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....l 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]: 6.4.1. Details of the overlapping products/ services and the relevant product and relevant geographic market, considering all plausible alternative(s), alongwith 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 com....
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....or(s) in which the parties to the combination operate. If parties to the combination are engaged in identical, similar, supplementary or complementary businesses, also provide a brief description of the market structure; regulatory framework; 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 [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 ....
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.... person signing on behalf of the parties to the combination and his contact details (email address, telephone 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. 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 ....
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....d, 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(s) of each of the parties to the combination (including their re....
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.....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) of significant size in the relevant market(s) within next two yea....
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....vant 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 percentage of such sales/consumption of the respective ....
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....(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. Information with reference to other factors g....
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.... 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. 7.7. 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. 7.8. Recent organisational chart of each of the parties to the combination. 7.9. 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. 7.10. Documents, material (including reports, studies, plan, latest version of other documents), etc. considered by and/or presented to parties to the combination including their relevant group entities and/or their board of directors and/or key managerial person, in relation to the proposed combination. D....
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..... 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 extent of delay in filing and the reasons thereof. 6. Whether the "acquisition" is subject to foreign filing requirements, and, if yes, list the jurisdictions and furnish the details. 7. Whether details of acquisition being filed is original or corrective, and, in case of latter, indicate the date of original filing and attach a copy thereof. 8. Indicate as to whether: (i) entity to which loan has been given or investment has been made and (ii) any 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 eit....
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.... 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 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.]] 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 partie....
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....er 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 of the immediately preceding financial year as well as for the current year, separately, for all the patties to the combination. 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: Name of enterprise(s) Year Value of assets Aggregate Turnover In India (Rs. In Crore) Worldwide (US$ in Million) In India (Rs. In Crore....
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....ieved) 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/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 activi....
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.... 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. 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 a....
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.... 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 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 wi....
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.... of such 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....
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....is 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. 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 i....
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....rmation 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 combination and how are these intended to be achieved? 2.2 Describe the economic rationale of the combination and its impact on the economy, market(s) and consumers. 3. Details 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 mo....
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....cument 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 of acquisition of control, shares, voting rights or assets); or (b) in case of an acquisition under sub-section (b) of Section (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/pers....
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....p; 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 till the date of notice In India (Rupees in crore) (as per Audited accounts) Worldwide (US$ in billion) (as per audited accounts) In India (Rupees in crore) (as per unaudited accounts) Worldwide (US$ in billion) (as per unaudited accounts) 9. Ownership and Control 9.1 Furnish a list of all the enterpr....
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....ervices 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 specifications prescribed by government/departments/authorities? If yes, provide details. (Submit documents and material sufficient to describe any specifications with which the pa....
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....on, 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 produced/distributed/supplied in India. (In case of a group same information should be given for all parties of the group)....
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.... (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 the re....
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....tical 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. 11.19 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 p....