The Competition Commission of India has notified the
Competition Commission of India (Procedure in regard to the
transaction of business relating to combinations) Amendment
Regulations, 2012. The amended regulations are stated to have come
into effect from 23 February 2012.
The earlier exemption granted to the holding of not more than
15% of the total shares or voting rights of a company through
acquisition in the ordinary course of business, or for investment
purposes, not leading to control, has been enhanced to acquisitions
up to 25% of the total shares or voting rights. Acquisitions with
future conversion provisions will also include the effects of such
future conversions in computing the 25% holding.
An exemption for certain intra-group mergers and amalgamations
has been introduced. Briefly, mergers or amalgamations relating to
subsidiaries wholly owned by a group alone qualify for
An exemption for the buy-back of shares not leading to control
has been introduced.
In case of an indirect sale of a business unit / assets of an
entity by way of its / their transfer into another entity and
subsequent sale of such transferee, the assets and turnover of the
original owner of the business unit / assets shall also be included
for the calculation of prescribed thresholds of the target
The earlier relaxation in filing for specific transactions,
such as conglomerate acquisitions, transactions where the parties
to the combination were predominantly engaged in export,
acquisitions resulting from gift or inheritance has been
The revised regulations expressly contain a preference for a
filing in Form II where the parties have combined market shares
exceeding 15% in a horizontal combination, and individual or
combined market shares of 25% in a vertical combination.
The revised regulations make a few amendments to Form I and in
the filing requirements, such as the submission of a separate
non-confidential summary containing certain details such as the
assets and turnover of the parties to the combination, products,
relevant market, nature & purpose, likely impact on
There is a significant increase in the filing fees:
(a) Form 1: From Rs. 50,000/- to
(b) Form 2: From Rs. 1,000,000/- to Rs.
If, on a review of a filed Form I, the Competition Commission
of India directs the parties to file Form II as the appropriate
form, such filing of Form II shall be treated as a fresh filing.
The timelines applicable to the review of this Form II (being 30
calendar days for a prima facie opinion or 210 calendar
days for the final approval) shall commence from the date of filing
Originally published Feb 24, 2012.
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