MANU/DCAF/0001/2016

Ministry : Ministry of Corporate Affairs

Notification No. : CCI/CD/Amend/Comb.Regl./2016

Date of Notification : 07.01.2016

Date of Publication : 08.01.2016

Notification/ Circulars Referred : Notification No. F. No. 1-1/ Combination Regulations/2011- 12/CD/CCI MANU/DCAF/0097/2011;F. No. 3-1/Amend/Comb.Regl./2012/CD/CCI MANU/DCAF/0017/2012;F. No. 3-1/Amend/Comb. Regl./2012/CD/CCI MANU/DCAF/0024/2013;F. No. CCI/CD/Amend/Comb.Regl./2014 MANU/DCAF/0153/2014;F. No. CCI/CD/Amend/Comb.Regl./2015 MANU/DCAF/0054/2015

Citing Reference:
Notification No. F. No. 1-1/ Combination Regulations/2011- 12/CD/CCI MANU/DCAF/0097/2011  Modified

F. No. 3-1/Amend/Comb.Regl./2012/CD/CCI MANU/DCAF/0017/2012  Referred

F. No. 3-1/Amend/Comb. Regl./2012/CD/CCI MANU/DCAF/0024/2013  Referred

F. No. CCI/CD/Amend/Comb.Regl./2014 MANU/DCAF/0153/2014  Referred

F. No. CCI/CD/Amend/Comb.Regl./2015 MANU/DCAF/0054/2015  Referred

The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2016

F. No. CCI/CD/Amend/Comb.Regl./2016.--In exercise of the powers conferred by section 64 of the Competition Act, 2002 (12 of 2003), the Competition Commission of India hereby makes the following regulations further to amend the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, namely:-

1. Short title and commencement.-

(1) These regulations may be called the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2016.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011,-

(1) in regulation 5,-

(a) in sub-regulation (2), the word "verified" shall be omitted;

(b) in sub-regulation (8), for the second proviso, the following proviso shall be substituted, namely:-

'Provided further that where a public announcement has been made in terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for acquisition of shares, voting rights or control, such public announcement shall be deemed to be the "other document".';

(2) in regulation 6, in sub-regulation (2), the words "and verified" shall be omitted;

(3) in regulation 9,-

(a) in sub-regulation (1), in the proviso, for the words "board of directors of the company for the said purpose", the word "company" shall be substituted;

(b) in sub-regulation (3), in the proviso, for the words "board of directors of the company for the said purpose", the word "company" shall be substituted;

(4) in regulation 13, in sub-regulation (1), the words "and verified" shall be omitted;

(5) in regulation 14, in sub-regulation (2A), the following provisos shall be inserted, namely:-

"Provided that the Commission may give an opportunity of being heard to the parties to the combination in accordance with regulation 24 of these regulations before deciding to invalidate a notice:

Provided further that the period between the commencement of proceedings under sub-regulation (2A) of regulation 14 of these regulations till the decision of the Commission regarding validity of the notice, shall be excluded from the period specified in sub-section (11) of section 31 of the Act and sub-regulation (1) of regulation 19 of these regulations.";

(6) regulation 31 shall be omitted;

(7) in Schedule I to these regulations,-

(a) in category (1), the following explanation shall be inserted, namely:-

"Explanation:- The acquisition of less than ten per cent of the total shares or voting rights of an enterprise shall be treated as solely as an investment:

Provided that in relation to the said acquisition,-

(A) the Acquirer has ability to exercise only such rights that are exercisable by the ordinary shareholders of the enterprise whose shares or voting rights are being acquired to the extent of their respective shareholding; and

(B) the Acquirer is not a member of the board of directors of the enterprise whose shares or voting rights are being acquired and does not have a right or intention to nominate a director on the board of directors of the enterprise whose shares or voting rights are being acquired and does not intend to participate in the affairs or management of the enterprise whose shares or voting rights are being acquired.";

(b) in category (1A), the words "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," shall be omitted;

(8) in Schedule II to these regulations,

(a) in Form I, for verification part, the following shall be substituted, namely:-

"DECLARATION

The notifying party declares and confirms that all information given in this Form and all pages annexed hereto is 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.

The notifying party is aware of the provisions of sections 44 and 45 of the Act.

Signed by or on behalf of the notifying party

Signature(s)

Name (in block capitals):

Designation:

Date:

[In case there are more than one notifying parties, each party may use the same format.]";

(b) in Form II, for verification part, the following shall be substituted, namely:- "DECLARATION

The notifying party is aware of the provisions of sections 44 and 45 of the Act.

Signed by or on behalf of the notifying party

Signature(s)

Name (in block capitals):

Designation:

Date:

[In case there are more than one notifying parties, each party may use the same format.]";

The notifying party is aware of the provisions of sections 44 and 45 of the Act.

Signed by or on behalf of the notifying party

Signature(s)

Name (in block capitals):

Designation:

Date:

[In case there are more than one notifying parties, each party may use the same format.]".

SMITA JHINGRAN, Secy.
[ADVT. III/4/Exty./314]

Note: Principal Regulations were published vide Notification No. F. No. 1-1/ Combination Regulations/2011- 12/CD/CCI in the Gazette of India, Extraordinary, Part III, Section 4, dated the 11th May, 2011 and were subsequently amended by,-

(a) The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2012 published vide F. No. 3-1/Amend/Comb.Regl./2012/CD/CCI in the Gazette of India, Extraordinary, Part III, Section 4, dated the 23rd February, 2012;

(b) The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2013 published vide F. No. 3-1/Amend/Comb. Regl./2012/CD/CCI in the Gazette of India, Extraordinary, Part III, Section 4, dated the 4th April, 2013;

(c) The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2014 published vide F. No. CCI/CD/Amend/Comb.Regl./2014 in the Gazette of India, Extraordinary, Part III, Section 4, dated the 28th March, 2014; and

(d) The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Amendment Regulations, 2015 published vide F. No. CCI/CD/Amend/Comb.Regl./2015 in the Gazette of India, Extraordinary, Part III, Section 4, dated the 01st July, 2015.