In this regard, the notifying parties are required to submit a request for confidential treatment to the information filed by them. Such request can only be made if making public of such information or parts thereof will result in disclosure of trade secrets or destruction or appreciable diminution of the commercial value of any information or can be reasonably expected to cause serious injury. The confidentiality request must be submitted by the notifying parties in writing stating that a document or documents, or a part or parts thereof, be treated confidential, along with a statement setting out cogent reasons for such treatment and, to the extent possible, the date on which such confidential treatment shall expire.
In this regard, it may be noted that mere statement s that the document s or information or part s thereof contain trade secret s or are of such commercial value that disclosure of the same will cause serious injury, shall not be sufficient ground for accepting the request for confidentiality. A request for confidential treatment of information should be accompanied by an affidavit stating that the conditions prescribed for the grant of confidential treatment set out in Regulation 35 of the General Regulations are satisfied.
See Regulations 13 1 and 13 2 of the Combination Regulations and Regulations 35 5 and 35 6 of the General Regulations. CCI may initiate suo motu inquiries into mergers, amalgamations and acquisitions that have not been notified to it, as to whether such a combination has caused or is likely to cause an AAEC. However, CCI will not initiate inquiries after the expiry of 1 year from the date on which the combination has taken effect.
In accordance with the provisions of Regulation 19 1 of the Combination Regulations, CCI is required to form its prima facie opinion as to whether a combination is likely to cause or has caused an AAEC within the relevant market in India within 30 working days of receipt of the notice.
Please note that these timelines are subject to clock-stops provided in the relevant provisions of the combination Regulations and the Act.
See Regulations 5 4 , 5 6 , 9 2 , 14 2A , 14 5 , 19 2 and 19 3 of the Combination Regulations and Sections 31 11 and 31 12 of the Act. You would be given a time period within which to furnish the requisite information. In the event you fail to furnish the said information within the stipulated time, the notice filed by you, may be treated as not valid. However, it may be noted that the time taken by you in removing such defects or furnishing the required information including document s shall be excluded from statutory time limits as explained in question no.
Value of goods and services to be included for the computation of turnover under section 5 of the Act to be "Net Turnover" i. Gross Turnover minus Indirect taxes. Banking: Turnover shall be sum of the following items: Operating income i. Insurance: The value of the turnover would be the gross premium without deducting the reinsurance ceded, and other income such as income from investments in shares, securities, real estate or other assets would be considered as a part of turnover where such investments amount to control as per decisional practice of the Commission over the enterprises involved.
The onus of determining whether a transaction amounts to a notifiable combination rests on the parties. In case audited financial statements of the previous financial year are unavailable, you may determine notification requirements on the basis of unaudited financial statements or best available estimates. However, failure to notify a transaction which satisfies jurisdictional thresholds based on audited financial statements of the previous financial year would attract penalty under the provisions of Section 43A of the Act.
Provided that in relation to the said acquisition,-. Some of the decisions in which CCI has treated multiple transactions as inter-connected steps of a single combination are: Case No. India, ; Case No. See Regulation 9 4 of the Combination Regulations. Search form Search. Home Combination FAQ. Combination and Jurisdictional Thresholds.
Following statutory provisions apply to mergers, amalgamations and acquisitions from competition law perspective: Competition Act, The Competition Commission of India Procedure in regard to the transaction of business relating to combinations Regulations, The Competition Commission of India General Regulations, Notification No.
What is a combination in terms of the Competition Act, ? I am a party to a transaction. See Section 5 a of the Act In this regard, where a portion of an enterprise or division or business is being acquired, taken control of, the value of assets and turnover of the said portion or division or business attributable to it and the value of assets and turnover of the acquirer, is to be taken into account for the purpose of calculating the jurisdictional thresholds.
See Section 5 c of the Act Where a portion of an enterprise or division or business is being merged or amalgamated with another enterprise, the value of assets and turnover of the said portion or division or business and or attributable to it and value of assets and turnover of another enterprise, shall be taken into account for the purpose of calculating the thresholds under section 5 of the Act.
What is meant by the principle of attributability? Do I need to notify the creation of a joint venture? Yes, if one or more enterprises transfer its assets to a joint venture company, then the formation of joint venture is treated as a notifiable combination, provided that jurisdictional thresholds are met after applying the principle of attributability. Can I contact CCI before making a filing? When should I notify a combination to CCI? I have not filed a notice for a combination with CCI within the given timelines.
What are the consequences of this failure to notify? Filing a notice for a combination which meets jurisdictional thresholds is mandatory under Section 6 2 of the Act. Failure to notify would attract a penalty, under Section 43A of the Act, which may extend to one per cent of the total turnover or assets of the combination, whichever is higher. Is there any exemption from notifying acquisitions of a small enterprise?
Are there are any combinations which are normally not required to be notified to CCI? I am a banking company? Do i need to notify a combination to the CCI. How do I notify a combination to CCI? Does CCI provide facility of e-filing?
Yes, CCI also introduced an online system for e-filing of notices through its online portal "efilingcci. As of now, the facility of e-filing is available only in respect notice filed in Form I. What documents should be filed along with the notice in Form I? Generally, following documents are required to be filed along with the notice in Form I. Certified copy of the authorization in favour of a person signing the notice in the prescribed format.
Copy of the proof of payment of filing fee. An authorization letter in favour of a person located in India who is authorized to receive communication s on behalf of the notifying party ies from the CCI. Ex-Dividend Date 4. Last Split Factor 2. Last Split Date 3. Fiscal Year Ends. Most Recent Quarter mrq. Profit Margin. Operating Margin ttm. Return on Assets ttm. Return on Equity ttm. Revenue ttm. Revenue Per Share ttm. Quarterly Revenue Growth yoy. Gross Profit ttm. Net Income Avi to Common ttm.
Diluted EPS ttm. Quarterly Earnings Growth yoy. Total Cash mrq. Total Cash Per Share mrq. Total Debt mrq. The salient features of the New Notification are enumerated below. Current position. The current provisions state that an Indian company must issue shares to non resident investors at a minimum price which should not be lower than:. Valuation Criteria. Valuation Method. For Companies whose shares are listed on a recognized stock exchange.
For Companies whose shares are not listed on a recognized stock exchange. Provisions specified under the New Notification. The New Notification now mandates that the price on issue of shares by an Indian company to a non resident should not be lower than:. Change from existing provisions. For Companies whose shares listed on a recognized stock exchange. No Change. For Companies whose shares not listed on a recognized stock exchange.
Preferential Allotments. Price as computed under transfer of shares from resident to non resident in accordance with the RBI guidelines issued from time to time. RBI has not prescribed any new guidelines in this relation. Whereas the notification instead specifies DFCF method which is based on future free cash flows. Current Position. The FEMA regulations required that if an Indian company issues shares by way of right issue to a non resident then the price of such shares should not be less than the price at which such offer of right issue is made to an Indian resident investor.
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