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(1)An acquisition of shares or voting rights, referred to in sub-clause (i) or sub-clause (ii) of clause (a) of section 5 of the Act, solely as an investment or in the ordinary course of business in so far as the total shares or voting rights held by the acquirer directly or indirectly, does not entitle the acquirer to hold twenty five per cent (25%) or more of the total shares or voting rights of the company, of which shares or voting rights are being acquired, directly or indirectly or in accordance with the execution of any document including a share holders? agreement or articles of association, not leading to acquisition of control of the enterprise whose shares or voting rights are being acquired.(1A)An acquisition of additional shares or voting rights of an enterprise by the acquirer or its group, not resulting in gross acquisition of more than five per cent (5%) of the shares or voting rights of such enterprise in a financial year, where the acquirer or its group, prior to acquisition, already holds twenty five per cent (25%) or more shares or voting rights of the enterprise, but does not hold fifty per cent (50%) or more of the shares or voting rights of the enterprise, either prior to or after such acquisition:Provided that such acquisition does not result in acquisition of sole or joint control of such enterprise by the acquirer or its group.(2)An acquisition of shares or voting rights, referred to in sub-clause (i) or sub-clause (ii) of clause (a) of section 5 of the Act, where the acquirer, prior to acquisition, has fifty percent (50%) or more shares or voting rights in the enterprise whose shares or voting rights are being acquired, except in the cases where the transaction results in transfer from joint control to sole control.(3)An acquisition of assets, referred to in sub- clause (i) or sub-clause (ii) of clause (a) of section 5 of the Act, not directly related to the business activity of the party acquiring the asset or made solely as an investment or in the ordinary course of business, not leading to control of the enterprise whose assets are being acquired except where the assets being acquired represent substantial business operations in a particular location or for a particular product or service of the enterprise, of which assets are being acquired, irrespective of whether such assets are organized as a separate legal entity or not.(4)An amended or renewed tender offer where a notice to the Commission has been filed by the party making the offer, prior to such amendment or renewal of the offer:Provided that the compliance with regulation 16 relating to intimation of any change is duly made.(5)An acquisition of stock-in-trade, raw materials, stores and spares, trade receivables and other similar current assets in the ordinary course of business.(6)An acquisition of shares or voting rights pursuant to a bonus issue or stock splits or consolidation of face value of shares or buy back of shares or subscription to rights issue of shares, not leading to acquisition of control.(7)Any acquisition of shares or voting rights by a person acting as a securities underwriter or a registered stock broker of a stock exchange on behalf of its clients, in the ordinary course of its business and in the process of underwriting or stock broking, as the case may be.(8)An acquisition of shares or voting rights or assets, by one person or enterprise, of another person or enterprise within the same group, except in cases where the acquired enterprise is jointly controlled by enterprises that are not part of the same group.(9)A merger or amalgamation of two enterprises where one of the enterprises has more than fifty per cent (50%) shares or voting rights of the other enterprise, and/or merger or amalgamation of enterprises in which more than fifty per cent (50%) shares or voting rights in each of such enterprises are held by enterprise(s) within the same group:Provided that the transaction does not result in transfer from joint control to sole control.(10)[Acquisition of shares, control, voting rights or assets by a purchaser approved by the Commission pursuant to and in accordance with its order under section 31 of the Act.]
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[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:
1.1Legal names of parties to the combination and their role:1.2Legal status of the parties to the combination (Company/Firm/LLP/Trust etc.):1.3Jurisdiction of incorporation/formation:1.4Registration number (if applicable):1.5Complete registered address / principal business address:1.6Name of the 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):1.7Complete address and contact details in India:1.9Relevant 4-digit National Industrial Classification of the activities of the parties to the combination:1.10Date 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______) |
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Worldwide |
In India (INR crore) |
Worldwide |
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INR (crore) |
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USD (million) |
INR (crore) |
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Part V – Description of the combination
5. Describe the combination by providing information regarding the following:
5.1Scope 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; and5.1.3. 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.5.2Step(s) to give effect to the combination, along with timelines for each step(s) of the combination.5.3Economic and strategic purpose (including business objective and rationale for each of the parties to the combination and the manner in which they are intended to be achieved) of the combination.5.4Value of the proposed combination.5.5Foreign investment as a result of the combination (FDI, FPI, etc., if any, in INR) and country(ies) of origin.5.6Filing requirements and its status in jurisdictions other than India.5.7Non-compete obligation, if any: Duration, scope in terms of persons, product(s)/ service(s) and territory(ies) and corresponding justification.5.8Any other relevant information related to the combination.Part VI – Activities of parties to the combination and sector overview
6. Details about each of the parties to the combination:
6.1Name of the group to which the parties to the combination belong.6.2For each of the parties to the combination, details regarding the following:6.2.1Entities in India and the presence in India (for example, sales office, factory, liaison office, branch office, franchise or through any entity from outside India, etc.);6.2.2Trade name(s), business name(s) and the brand name(s) used in India; and6.2.3Overview of activities worldwide and in India, as applicable.6.3List/details of the products (manufactured, supplied, distributed, and/or sold) and/or services provided by the parties to the combination.6.4Horizontal 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):
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|-|||||}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; and6.4.4. Name and contact details of the five largest competitors (along with their market shares for last three years), customers and suppliers.6.5Vertical 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:
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|-|||||}If the answer is yes, furnish the following information [information shall be furnished for each the plausible alternative relevant market]:6.5.1. Details of the upstream and downstream activities or the complementary activities, as the case may be, and the relevant product and relevant geographic markets, considering all plausible alternative(s), along with explanation for accepting and rejecting each of the plausible alternative of relevant product and relevant geographic market;6.5.2. Market size for the last three 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 three years;6.5.4. Market share of five largest competitors for relevant product and services for the last three years; and6.5.5. 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 parties in relation to the total sales/consumption in each of the market(s).6.6Whether any of the parties to the combination or any of their group entities has direct or indirect shareholding and/or control over another enterprise(s) engaged in: (a) production, distribution or trading of similar/ identical/ substitutable products or provision of similar/ identical/ substitutable services; and/or (b) 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; and/or (c) complementary activities. If yes, provide details and necessary information as per Item 6.1 to 6.5 above.6.7Brief overview of the sector(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.6.8If 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:
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|-|||||}Part VIII – Attachments
8. Attach the following documents:
8.1Authorisation for signing the notice (refer item 1.6 above).8.2Acknowledgement for payment of fees to the Commission (refer item 2 above).8.3Authorisation for receiving communication (refer item 3 above).8.4Annual report of the parties to the combination, for the preceding financial year.8.5Summary of the combination in terms of sub-regulation (1A) of regulation 13 of these regulations.8.6Chart 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.8.7Copy of approval or agreement/documents as referred to in sub-section (2) of section 6read with regulation 5 of these regulations.8.8Documents, material (including reports, studies, plan, latest version of other documents), etc. considered by and/or presented to the board of directors and/or key managerial person of the parties to the combination and/or their relevant group entities, in relation to the proposed combination.8.9If the notice for the proposed combination is under Green Channel, declaration in terms of Schedule IV.DeclarationThe notifying party confirms that it has furnished all the information and documents as required in Form- I, read with notes thereto.The notifying party declares and confirms that all information given in this Form and all pages annexed hereto are 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.Signed by or on behalf of the notifying partySignature(s)Name (in block letters):Designation:Date: ________________[In case there are more than one notifying parties, each party may use the same format.]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
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Registration No. (To be assigned by theCompetition Commissionof India)
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1. Summary of combination - 1.1 Give a brief statement about rationale, objectives, strategy and the likely impact of the combination.
1.2Provide 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 combination and how are these intended to be achieved?
2.2Describe 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.):
3.2Mode 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:
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Postal/Zip code: |
| Telephone no.: |
Country code: |
City/Area code: |
| Mobile no.: |
| Fax no.: |
Country code: |
City/Area code: |
| E-mail address: |
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Website address:(in case there are more applicants, use the same format for additional applicants)
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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.
6.2Describe the nature of the combination being notified with the following details:(a)State the exact number of shares or voting rights and percentage of shares or voting rights being acquired, directly or indirectly, by the acquirer including number of shares or voting rights and their percentage held prior to such acquisition. Whether such acquisition of shares or voting rights, directly or indirectly, leads to control or may lead to control at a later date? Explain.(b)Provide details and value of assets being acquired. Whether such acquisition of assets, directly or indirectly, leads to control or may lead to control at a later date? Explain.(c)Provide details of series of constituent transactions leading to the combination and the sequence {including date(s)} in which they are likely to occur.7. Supporting document. - 7.1 Furnish date(s) of approval of the proposal relating to merger or amalgamation by the board of directors of the enterprise(s) concerned referred to in clause (a) of sub-section (2) of section 6 of the Act and/or other document executed in relation to the acquisition or acquiring of control referred to in clause (b) of sub-section (2) of section 6 of the Act. Attach copies of such board resolution or the agreement/other document.
7.2Furnish 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).7.3Copies of memorandum and articles of association of all the parties to the combination.7.4Furnish 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.7.5List of holders of five percent or more of voting rights or shares, directly or indirectly, of the parties to the combination.7.6List 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?
8.2Furnish 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 Turnover |
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In India (Rs. In crore) |
Worldwide (US$ in Million). |
In India (Rs. In crore) |
Worldwide (US$ in Million). |
| Name of enterprise(s) |
Year |
Value of assets |
Aggregate Turnover |
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In India (Rs. In crore) |
Worldwide (US$ in Million). |
In India (Rs. In crore) |
Worldwide (US$ in Million). |
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Value of Assets |
Aggregate Turnover |
| For the proposed combination |
For the financial year immediately preceding thedate of notice
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For the current financial year, for thecompleted calendar quarters till the date of notice
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For the financial year immediately preceding thedate of notice
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For the currentfinancial year, for the completed calendar quarters till the dateof notice
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In India (Rupees in crore) (as per auditedaccounts) (mention year)
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Worldwide (US$ in million) (as per auditedaccounts) (mention year)
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In India (Rupees in crore) (as per unauditedaccounts) (mention year)
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Worldwide (US$ in million) (as per unauditedaccounts) (mention year)
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Value of Assets |
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For the financial year immediately preceding thedate of notice
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For the current financial year, thecompleted calendar quarters till the date of notice
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For the financial year immediately preceding thedate of notice
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For the currentfinancial year, the completed calendar quarters till the dateof notice
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In India (Rupees in crore) (as per auditedaccounts)
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Worldwide (US$ in billion) (as per auditedaccounts)
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9. Ownership and Control. - 9.1 Furnish a list of all 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.
9.2Whether 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.9.3Whether 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.9.4Whether any of the parties to the combination is engaged in any activity relating to the production, supply, distribution, storage, sale and services or trade in products or provision of services which is at different stages or levels of production chain in which any other party to the combination is involved? If yes, provide details.9.5Furnish details of the intended structure of ownership and control of the acquired enterprise(s) /acquirer enterprise(s)/combined enterprise(s) after completion of the combination.10. Details about the products or services. - 10.1 Furnish the following details:
(a)Provide separately the products (manufactured and/or sold) or services of the parties to combination.(b)Characteristics and end use of products or services (Attach current selling aids and promotional material of the concerned products or services).(c)Do the parties to combination produce/provide similar or identical or substitutable products or services, discussing specifically whether the parties to combination are engaged in any business activities in the same relevant market?(d)Market shares of the similar or identical or substitutable products or services of the parties to combination and 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).10.2Are 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 ofthe parties to the combination? (Submit documents sufficient to demonstrate such restraints).10.3Are 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 parties to combination must comply).10.4Are there any licensing/registration requirements 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?10.5Are there any Government procurement policies which offer special dispensation to the parties to combination or their competitors? (Attach sufficient documents/material).10.6How 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).10.7Whether 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 distribution of the similar or identical or substitutable products or services).10.8State and explain (in your opinion) the scope of relevant product and relevant geographic market in relation to the proposed combination. Also provide a list of products and/or services which, in your opinion, may not fall within the scope of relevant market as mentioned above, but may pose competitive constraints.10.9Furnish the following :(a)the manner in which the parties to combination produce, price and sell the product and/or service in the relevant market. Also submit documents pertaining to price lists, pricing plans, pricing policies,pricing strategies, pricing analysis and pricing decisions for the previous two years as well as pricing forecast, of the parties to the combination relating to the relevant products and/or services.(b)details of prices of product and/or services in the relevant market relating to major competitors and imports , if any, during the last two years. (Attach copies of price- lists, along with the analysis, if any).10.10What, 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)
11.1Provide 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.11.2Provide 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).11.3Furnish a list of your main competitors, in your opinion, in the relevant market, with reasons and analysis.11.4An 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).11.5Describe 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.11.6What 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).11.7How many enterprise(s) have entered or attempted to enter the relevant market in the last five years? Provide their names, addresses, telephone numbers and e-mail addresses. Is there a likelihood of entry of enterprise(s) of significant size in the relevant market in the next one to two years? (Attach sufficient documents/material in support).11.8How many enterprise(s) have exited or attempted to exit from the relevant market in the last five years? Provide their names, addresses, telephone numbers and e-mail addresses and reasons of exit.11.9If any of the parties to the combination have entered in the relevant market in last five years, provide details of barriers to entry encountered, if any, along with analysis.11.10Describe the various factors influencing entry into the relevant market, including but not limited to the following:(a)the total costs of entry (R&D, production, establishing distribution system, promotion, advertising, servicing and so forth) on a scale equivalent to a significant viable competitor, indicating the market share of such a competitor;(b)the portion of initial investment that will be permanently lost on exit;(c)any legal or regulatory barriers to entry, such as government authorization or standard setting in any 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.11.11Provide details of imports (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. Also, provide details of potential imports in the next one or two years. Also provide the difference in unit selling price, if any, between the imported and domestic price of similar or identical or substitutable products or services in the relevant market.11.12Provide 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.11.13Identify 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.11.14Specify 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.11.15If the parties to the combination have few large buyers for the similar or identical or substitutable products or services, furnish their names, addresses and contact details along with their individual shares in your sales/supply.11.16Explain the structure of demand in the relevant market, including the following, supported by the documents/data relied upon by the parties to the combination, while taking decisions in the ordinary course of business:(a)role of product differentiation in terms of attributes or quality and the extent to which the products or services of the parties to the combination are close substitutes; and(b)role of switching cost (in terms of time and expense) for customers when changing from one supplier to another.11.17Are there any obligations to comply with language requirements, if any, in respect of the products/user?s manual, etc. in any part of India? If yes, provide details. (Attach documents/ material sufficient to show any impact language has on the sale or distribution of each similar or identical or substitutable product or service).11.18Explain 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.11.19State the intended R&D activities, subsequent to the combination taking effect and their likely impact on the nature of competition in the relevant market.11.20Have 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.
12.2Whether any bankruptcy/winding-up application/proceedings involving any of the parties to the combination have been filed with the relevant authorities in the last five years? If yes, provide details.12.3Furnish details of any application/notification/intimation/information relating to the proposed combination filed in 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.12.4Whether 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 needed by the Commission for determining whether a combination would have the effect of or is likely to have an appreciable adverse effect on competition in the relevant market, the parties to the combination may be required to furnish such additional information.(4)For the purpose of figures in this Form the accounting standards, as notified by the Government of India, from time to time, or the International Financial Reporting Standards or the US Generally Accepted Accounting Principles shall be followed.(5)Assets shall mean total assets and its value shall be computed in accordance with explanation (c) of section 5 of the Act.(6)The turnover shall be computed in accordance with section 2(y) of the Act, excluding indirect taxes, if any.(7)The rate of conversion of foreign exchange currency into Indian Rupees or US Dollars shall be based on the average spot rate of the last six months quoted by the Reserve Bank of India from the date calculated with reference to the event given in section 6(2) of the Act.(8)Unaudited figures shall be certified by the Managing Director, Director, the Chief Executive Officer or the Chief Financial Officer of the enterprise duly authorized by the board and accompanied by a certificate of the auditor of the enterprise.VerificationCertified 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
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Registration No. (To be assigned by theCompetition Commissionof India)
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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/Area 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 financial institution; or(b)foreign institutional investor; or(c)venture capital fund; or4. Describe the nature and extent of acquisition and justification to the effect that acquisition attracts the provisions of sub-section (4) of section 6 of the Act.
5. Furnish details of approval by the board of directors of the acquirer or execution of agreement or other document and also whether filing of details is within the time specified, or otherwise, the 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 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 year, duly certified by the Managing Director/ Chief Executive Officer/ Chief Financial Officer as per the authorisation of the Board(s) of the parties concerned and supported by the certificate of the Auditor of the enterprises, up to the financial 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:
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14. Whether, in your opinion, the acquisition of control, shares (including share subscription or financing facility), voting rights or assets is likely to cause or has caused an appreciable adverse effect on competition in the market in India?
15. Any other additional information which, in your opinion, is relevant may be furnished.
VerificationCertified 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 details of acquisition, under sub-section (5) of section 6 of the Act, which have been filed, are true 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 knowledge true, correct and complete and in accordance with the provisions of the Competition Act, 2002 and the rules and regulations made thereunder.
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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 or is likely to have an appreciable adverse effect on competition in the relevant market in India, the Commission invites comments/ objections/ suggestions in writing, from any person(s) adversely affected or likely to be affected by the combination, to submit in writing, as provided under sub-section (3) of section 29 of the Act, to be addressed to the Secretary, Competition Commission of India, the Hindustan Times House, 7th Floor, 18-20, Kasturba Gandhi Marg, New Delhi-110001, within fifteen working days from the date of this publication.
4. The comments/objections/suggestions shall state:
(a)name, address and contact details of the person(s) writing to the Commission, and(b)with supporting documents, how such a person(s) is adversely affected or is likely to be affected by the combination, keeping in view the relevant provisions of the Act/ factors provided under sub-section (4) of Section 20 of the Act.[Schedule III] [See sub-regulation (1) of Regulation 5A]Considering all plausible alternative market definitions, the parties to the combination, their respective group entities and/or any entity in which they, directly or indirectly, hold shares and/or control: -(a)do not produce/provide similar or identical or substitutable product(s) or service(s);(b)are not engaged in any activity relating to production, supply, distribution, storage, sale and service or trade in product(s) or provision of service(s) which are at different stage or level of production chain; and(c)are not engaged in any activity relating to production, supply, distribution, storage, sale and service or trade in product(s) or provision of service(s) which are complementary to each other.[Schedule IV] [See Sub-Regulation (1) of Regulation 5A]Declaration1. The notifying party confirms that it has furnished all the information and documents as required in Form I, as specified in Schedule II.
2. The notifying party confirms that the proposed combination falls under Schedule III and is not likely to cause adverse effect on competition.
3. The notifying party confirms that it has not made any statement which is false in any material particular or knowing it to be false; or omitted to state any material particular knowing it to be material.
The notifying party understands that if any of the above statements is found to be incorrect, the notice given and the approval granted, under regulation 5A, shall be void ab initio.Signed by or on behalf of the notifying partySignature(s)Name (in block letters):Designation:Date: ________________Note: In case there are more than one notifying party, each party shall file this declaration.
