INDIA Law and Practice Contributed by: Raj Ramachandran, Kartik Jain, Mannat Nirola and Anmol Mahajan, JSA Advocates & Solicitors
To facilitate trade and reduce tariff and non-tariff bar - riers, India has entered into various PTAs and FTAs. Recent and ongoing negotiations include arrange - ments involving the UK, the EU, New Zealand and Oman, among others.
laps between the parties in India, the notice may be filed in any of the following forms: • Green Channel Form: Can only be filed if there are no horizontal, vertical or complementary overlaps between the activities of the parties in India. Upon filing and receiving an acknowledgement, the com - bination is deemed automatically approved. If there are overlaps between the activities of the par - ties in India, parties must file either Form I or a Form II notice. A Form II notice is preferred where the par - ties are: (a) competitors and have a combined mar - ket share of more than 15%; or (b) active in vertically linked markets and the combined or individual market share is more than 25%. Upon filing, the CCI has 30 calendar days to form its prima facie view, failing which the combination is deemed approved. This timeline can be extended if the information submitted in the notice is incomplete or if the CCI requires additional information for its review. • Form I (short form). • Form II (long form). The Indian merger control regime is mandatory and suspensory; therefore, parties cannot consummate the combination or any part thereof prior to receiving approval from the CCI or until 150 days from the date of notification of the combination have elapsed. If no decision is taken by the CCI within the said period, the combination will be deemed approved. If a notifying party consummates a combination or any part thereof without seeking approval from the CCI, the CCI has the power to: (a) impose a penalty which can extend up to 1% of the combined asset value or turnover or deal value of the combination (whichever is higher) on the notifying party; and/or (b) require the notifying party to file a notice for such combination. 6.3 Cartels The Competition Act seeks to prevent practices that have an appreciable adverse effect on competition (AAEC) in India.
6. Competition Law 6.1 Merger Control Notification
Combinations are governed by Sections 5 and 6 of the Competition Act, 2002 read with the Competition Commission of India (Combinations) Regulations, 2024, the Competition (Criteria for Exemption of Com - binations) Rules, 2024 (“Exemption Rules”) and any other notifications, rules and regulations issued by the Government of India (GoI) and/or the Competition Commission of India (CCI) from time to time. A “combination” means an acquisition of control, shares, voting rights or assets, or a merger or amalga - mation or formation of a joint venture, that exceeds the financial thresholds (based on asset value and turno - ver of the parties or group) or the deal value threshold prescribed under Section 5 of the Competition Act. If any of the aforesaid thresholds are met, the trans - action will qualify as a combination and require the approval of the CCI, unless the transaction qualifies for a specific exemption provided under the Exemp - tion Rules or the notifications/rules issued by the GoI. Target Exemption/De Minimis Exemption Under the Competition (Minimum Value of Assets or Turnover) Rules, 2024, transactions are exempt from requiring CCI approval if the target company’s con - solidated asset value in India does not exceed INR450 crore (approx. USD47.7 million) or its turnover does not exceed INR1,250 crore (approx. USD132 million). However, this de minimis exemption is not applicable if the deal value threshold is breached. 6.2 Merger Control Procedure Once a transaction qualifies as a combination and requires approval from the CCI, the parties must file a notice with the CCI. This notice may be filed at any time after the execution of definitive or binding docu - ments. Depending on the nature and extent of over -
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