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2 · Definitions - (1) In these regulations, unless the context otherwise requires:- (a) Act" means the Competition Act; 2002 (12 of 2003) as amended from time to time; (b} "Combination" means and includes combination as described in section 5 of the Act and any reference to combination in these regulations shall mean 3 proposed combination or the combined entity, if the combination has come into effect, as the case may be; (c) "Commission" means the Competition Commission of India established under sub- section (1) of section 7 of tha Act; (d) "Director General" means the Director General appointed under sub-section (1)3 of section 16 of the Act and includes any Additional, Joint, Deputy or Assistant Directors Ceneral appointed under the said section; (e) 'Enterprise" shall mean 'enterprise' as defined in clause (h} of section 2 of the Act;

4a · 4 TFA 3TIrM

3 · Power to determine procedure in certain circumetances In a situation not provided for in these regulations or the Competition Commission of India (General) Regulations, 2009, the Commission may determine the procedure, in specific matters, if s0 required

4 · Categories of transactions not likely to have appreciable adverse effect on competition in India. In view of the duty cast upon the Commissian under section 18 and powers conferred under section 36 of the Act; and having regard to the mandate given to the Commission to_ inter-alia, regulate combinations which have caused or are likely to cause appreciable adverse effect on competition in terms of sub-section (1) of section 6 of the Act, it is clarified that since the categories of combinations mentioned in Schedule are ordinarily not likely to cause an appreciable adverse effect on competition in India, notice under sub-section(2) of section 8 of the Act need not normally be filed.

45 · * THA 37HRY

10 · Obligation to pay the fee:" The person or enterprise filing notice under regulation 5 or regulation 8 of these regulations shall pay the fee as specified under regulation 11 of these regulations. (2) Where the notice is filed jointly, the fee shall be payable jointly or severally,

11 · Amount of Fee. The amount of fee payable alongwith the notice in Form or Form Il, as the case may be, shall be as under: (a) where the notice is filed in Form 1 the fee payable shall be rupees fifty thousands (Rs. 50,000) only: (b) where the notice is filed in Form Il, the fee payable shall be rupees ten lakhs (Rs. 1,000,000) only.

12 · Mode of payment - The fee may be paid either by tendering demand draft or pay order or bankers cheque, payable in favour of the Competition Commission of India (Competition Fund) , New Delhi or through Electronic Clearance Service (ECS) by direct remittance to the Competition Commission of India (Competition Fund), Account No 1988002100187687 with 'Punjab National Bank, Bhikaji Cama Place_ New Delhi- 110066".

13 · Procedure for filing nctice. (1) The duly filled in and verified notice under regulation 5 or regulation 8 of these regulations along with two copies and an electronic version thereof shall be delivered to the Commission at the address published on its official website.

90 · 7 <4

14 · Scrutiny of notice - (1) The notice filed under regulation 5 or regulation 8 of these regulations shall not be valid and complete unless it is in conformity with these regulations. (2) The Secretary shall issue an acknowledgement of the receipt of notice. (3) Where the information or document(s) contained in the notice under regulation 5 or regulation 8 of these regulations has any defect(s) or is incomplete in any respect, Ihe parties to the combination shall be asked to remove such defect(s) or furnish the required information including document(s): The Secretary shall place the proof of service of communication as referred to in sub-regulation (3) to the parties to the combination on record. (5) The parties shall comply with the directions as referred to in sub-regulation (3) within the time specified by the Commission and in the case of the notice filed under regulation 5 the time taken by the parties in removing such delects or furnishing (he required information including document(s) shall be excluded from the period provided in sub-section (11) of section 31 of the Act and sub- regulation (1) of regulation 19 of these regulations (6) In case the parties fail to remove the defects or iail to furnish the required information including documents(s), within the time specified, the notice filed under regulation 5 or regulation 8 of these regulations shall not be treated as a valid notice.

15 · Computation of time Iimlt - Subject to the provisions of (hese regulations, the time period under sub-section (11) Of section 31 of the Act shall commence from the date of receipt of notice , in writing, filed under regulation 5 of these regulations.

16 · Intimation of any change. (1) The parties to the combination having filed a notice under regulation 5 or regulation 8 of these regulations, shall inform the Commission of any change in the information provided in the notice to the Commission at the earliest during the continuation of the proceedings under the Act. (2) The Secretary shall place the information relating to any change in the notice before the Commission not later than the third working day of its receipt in the Commission, (3) The Commission shall assess the significance of the information relating to that change and, if satisfied, take on record the information received. (4} Where the Commission Is of the view that the change is likely to affect the factors for the determination of the appreciable adverse effect on competition significantly, it may, after giving

17 · Termination of proceedings. The proceedings under this Act relating to the combinations shall be terminated upon, (a) receiving an intimation from the person(s) or enterprise(s) who filed the notice to Ihe effect that the proposed combination will not take effect; (b) passing of an order by the Commission under section 31 of the Act:

18 · Mode of service of notice(s), etc, Save a5 otherwise provided in the Act or in these regulations, the service of any notice excluding the notice under sub-section (2) of section 6 of the Act, or intimation to any person or enterprise under these regulations shall be effected in Ihe manner as provided in regulation 22 of the Campetition Commission of India (General) Regulations , 2009 Or by electronic transmission as considered appropriate by the Commission.

19 · Prima facie opinion on the combination: (1) The Commission shall {orm Its prima facie opinion under sub-section (1) of section 29 of the Act, on the notice filed in Form or Form Il , as the case may be, as to whether the combination is likely to cause or has caused a appreciable adverse effect on competition within the relevant market in India, within thirty days of receipt of the said notice. For the purpose of forming its prima facie opinion under sub-section (1) of sectian 29 of the Act, the Commission may, if considered necessary, require the parties ta the combination to file additional infonmation or accept modification, if offered by Ihe parties to the combination before the Commission has formed prima facle opinion under sub-regulation (1), as deemed fit by it: Provided that the time taken by (he parties to the combination, in furnishing the additional information Or for offering modification shall be excluded from the period provided in sub-regulation (1) of this regulation and sub-section (11) of section 31 of the Act,

20 · Calling for a report from the Director General -

22 · Publication of the details of the combination_

23 · Proof of publication The parties to the combination shall submit copies of publication, referred to in regulation 22 to the Secretary , not later than the fifteenth day of the direction of the Commission for publication of the details of the combination,

24 · Appearance of the parties before the Commission - Where the Commission deems it necessary to give an opportunity of being heard to the parties to the combination before deciding to deal with the case in accordance with the provisions contained in section 31 of the Act, the Secretary shall convey its directions to the said parties to appear before it by giving a notice of such period as directed by the Commission

25 · Modification to the proposed combination " Where the Commission is of the opinion that combination has or is likely to have appreciable adverse eifect on competition but such adverse effect can be eliminated by suitable modification to such combination, it may propose appropriate modification to the combination to the parties to such combination.

26 · Compliance by the parties for carrying out modification - (1) The modification referred to In regulation 25 of these regulations shall be carried out by the parties to the combination within the period as may be specified by the Commission. (2) The parties to the combination shall, upan completion of modification, file a compliance report for (he actions required for giving effect (o the combination before the Secretary within seven days of such completion. (3) In case the parties to the combination fail to file the compliance report under sub-regulation (2) , the Secretary snall place the matter of such non-campliance before the Commission for appropriate directions.

27 · . Appointment of Independent agencies to oversee modification; (1) Where the Commission is of the opinion that the modification proposed by it and accepted by the parties to the combination needs supervision, it may appoint agencies, to oversee the modification, on such terms ad conditions as may be decided by the Commission: (2) The agencies appointed under sub-regulation (1) shall be independent of the parties to the combination having na conflicts of interest Such independent agencies referred to in this

29 · Appeal to Competition Appellate Tribunal on combinatlons - Subject to the provisions contained in section 53B of the Act, the Central Government or the State Government or a local authority or enterprise or any person, who is party to proceedings on matters

9a · 8 759 3H4Ru

30 · Roquest for confidertiality:- (1) Any request for confidentiality of information or documenfs submitted during the investigation shall be duly considered having due regard to Ihe procedure laid down in the Competition Commission of India (General} Regulations, 2009, as amended from time to time. (2) The request under sub-regulation (1) may, inter-alia, clearly state the reasons, justification and implications for the business of the parties Io Ihe combination s0 that all relevant factors may be considered by the Commission while taking decislon in tne matter.

31 · Filing of notice undar sub-section (2) of section 6 of the Act - The notice referred to in sub-section (2) of section 6 of the Act would be applicable as follows: (a) for mergers or amalgamations referred to in clause (c) of section 5 of the Act; notice to be filed anly in regard to proposals approved by the board of directors on or after the 1s day of June 2011; and for acquisitiors referred to in clause (a) of section 5 of the Act or acquiring of control referred to in clause (b} of section 5 of the Act, notice need to be filed only: where binding document(s) is executed; on or after the 1" day of Jure, 2011 Explanation- Approval of board of directors under clause (a) of this regulation refers to the final decision of the board 0f directors.

32 · Overriding effect - The provisions of these regulations shall have effect in all matters relating to combinations notwithstanding anything inconsistent therewith contained in any other reguiations framed under the Act:

33 · Power to Issue dlrections: - Having regard to the pravisions of the Act; the Commission may, from time to time, in discharge of its duties, issue general or sector specific directions, guidelines , clarifications or circulars for regulation of combinalions.

34 · Cooperation with other agencies or statutory authorities - Where the Commissian deems fit, it may seek opinion of any other agency or statutory authority in relation to a combination:

35 · Removal of difficulty -

6 · 2

6 · 3

6 · 4

6 · 5

0 · 4 6

6 · 6

6 · 7

1 · 1 Give a brief statement about rationale, objectives, strategy and the likely impact of the combination. 1,2 Provide an executive summary of the proposed combination specifying: (a) the parties ta 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;

3 · 1 Amount of fee deposited (provide proof) Amount (in Rs.}:

3 · 2 Mode of payment: (Demand DraftBanker's Cheque/ECS} Number: Date; Drawn on: Bank Identification and Code No::

9G · 9 7797 341HRM

8 · 3

8 · 4 Aggregate for the proposed Combination:

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 lhe enlity created a8 a result of amalgamation would belong to after acquisitionlmergerlamalgamation; as the case may be; namely;

9 · 1

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 directorslpartners/coparcenersltrustees. 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 similarlidenticallsubstitutable 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 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 · 5 Furnish 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 · 2 Are there any regulations/laws/ruleslprocedureslofficial press notesldirectionsinotificalions, 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 governmentldepartmentslauthorities? If yes, provide detalle. (Submit documents and material sufficient to describe any specifications with which the parties to combination must comply):

10 · 4 Are there any licensinglregistration requirements to set up facilitles for production/supply of the similar or identical or substitutable products or services? Does their productionlsupply require any special technical knowledge that is not readily available? 10.5 Are there any Government procurement policies which offer special dispensation lo the parties to combination or thelr competitors? (Attach sufficient documentsImaterial):

10 · 6 How importantlsignificant 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 onas 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 distribution of the similar or identical or substitutable products or services).

10 · 8 State and explain (in your opinion) the scope 0f relevant product and relevant geographic market in relation to the proposed combination. Also provide a list of products andlor services which, in your opinion, may not fall within the scope of relevant market as mentioned above, but may pose competitive constraints.

10 · 9 Furnish the following (a) the manner in which the parties to combination produce, price and sell the product andlor 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 andlor services

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 identicallsubstitutes/similar products Or services producedldistributedlsupplied in India. Also provide name and contact details of five largest competitors (along with market shares) , customers and suppliers:

11 · ,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 · 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 t0 enter the relevant market in the last five years? Provide their names, addresses, telephone numbers and e-mail addresses Is there & likelihood of entry of enkerprise(s} of significant size in the relevant market in the next one to two years? (Attach sufficient documents/material in support). 11.8 How many enterprise(s) have exited or attempted t0 exit from the relevant market in the last five years? Provide their names, addresses, telephone numbers and e-mail addresses and reasons of exit. 11.9 If 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 s0 forth) on a scale equivalent to a significant viable competitor, indicating the market share of such & 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 t0 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) provlde details of IPRs that are held by each of the parties to the combination; 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 af similar Or identical or substitutable praducts or services in the relevant market:

11 · 12Provide details of exparts (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 ihe 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 producte or services' (products or services likely to be brought to the market in the near future) or have plans to expand or contract production Of sales capacity. If 'S8 , provide an estimate of the projected sales and market shares of the parties to the combination over the next three to five years_

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:

11 · 17Are there any obligations to comply with language requirements, if any; in respect of the productsluser's menual, etc, in any part of India? If yes, provide details (Altach dacuments/ material sufficient to show any impact language has on the sale or distribution of each similarior identical or substitutable product Cr service}.

11 · 18Explain the importance of RED capabilities of an enterprise t0 compete in the relevant market. Explain the nature and extent of (he R&D activities, if anys carried out by the parties to the combination over;Ihe past few years: 11.19State the intended R&D activities, subsequent to the combination taking effect and their likely impact Pn the nature of competition in the relevant market; 11.Z0Have any of the parties to the combination or any other enterprise(s) in Ihe 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 s0, give details supported by analysis. 12. Documents of compliance and filing in Other jurisdictions

12 · 1 Whether any order has been passed on competition issue by any Competition AuthorityiCoun Tribunal/GovernmentRegulatory 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 oi the authority:

12 · 2 Whether any bankruptcylwinding-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_ L"; 12.3 Furnish details of any application/notificationlintimationlinformation 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 · 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) 0f the order (s)decision (s) passed in that jurisdiction:

13 ·

1 · Particulars of the parties filing details of acquisition

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 thereol:

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 80, the details thereof.

9 · Whether the acqisition of control, shares (including share subscription or financing facility) , voting rights or assets that the party filing details has taken, meets the threshold Iimits as provided in section 5 (a) or (b) of the Act. If yes, describe how either tne parties filing details of such acquisition or the group io which the enterprise whose shares, assets, voting rights or control is being acquired shall belong pursuant to such acquisition , meet the Ihresholds provided under the Act or by way of a notification provided by (he 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 a3 weil as for the annual accounts of the each subsequent year; duly certified by the Managing Director/ Chief Executive Officer/ Chief Financial Officer a8 per the authorisation f 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 0r 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 alsa be furnished: ) 13. To determine 'control' "the following information Is to be furnished:

02F · EfwJL Tv 4] Parties to acquisition

15 · Any other additieralinfomation whlch, in your opinion; is relevant may be furnished.