1. 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.
  2. 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.
  3. 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 exemption.
  4. An exemption for the buy-back of shares not leading to control has been introduced.
  5. 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 enterprise.
  6. 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 deleted.
  7. 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.
  8. 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 competition.
  9. There is a significant increase in the filing fees:

(a) Form 1: From Rs. 50,000/- to Rs.1,000,000/-;

(b) Form 2: From Rs. 1,000,000/- to Rs. 4,000,000/-.

  1. 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 the form.

Originally published Feb 24, 2012.

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