Introduction to Mergers

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Competition Commission of India

A review of
Mergers & Acquisitions
in India
(Research Paper prepared under the Internship Programme of
Competition Commission of India)
(September - 2012)

Submitted By :

Under guidance of :

Hari Krishan,
Student : CS Professional Programme,
The Institute of Company Secretaries
of India

Shri Ajay Goel,
Joint Director (Law),
Combination Division,
Competition Commission of India

A review of Mergers & Acquisitions in India

DISCLAIMER
This project report/dissertation has been prepared by
the author as an intern under the Internship
Programme of the Competition Commission of India
for academic purposes only. The views expressed in the
report are personal to the intern and do not necessarily
reflect the view of the Commission or any of its staff or
personnel and do not bind the Commission in any
manner.
This report is the intellectual property of the
Competition Commission of India and the same or any
part thereof may not be used in any manner
whatsoever, without express permission of the
Competition Commission of India in writing.

Hari Krishan, Intern - CCI, September 2012

Page 2 of 56

A review of Mergers & Acquisitions in India

ACKNOWLEDGEMENTS

On the completion of this paper, I would like to place on record my sincere gratitude towards all those people who have been instrumental in its making.
I express my sincere gratitude towards Shri Ajay Goel, {Joint Director(Law), Combination Division, Competition Commission of India} for his guidance and excellent insights which gave direction and focus to this paper. I thank him for lending his precious time in making this project an authentic piece of work.

I also put on record my gratitude towards the library staff, which has provided me help and access to all the resourceful material for my research.
I am indebted towards Competition Commission of India, for providing me an opportunity to have a learning experience. During the internship, I got the great opportunity to work with officials of the Commission working in different divisions, which enhanced my knowledge about the working and functions of the Competition Commission of India.

Hari Krishan
hari.krishan@outlook.com
New Delhi, September 27, 2012

Hari Krishan, Intern - CCI, September 2012

Page 3 of 56

A review of Mergers & Acquisitions in India

LIST OF ABBREVIATIONS

Abbreviations

Full Form

AAEC

Appreciable adverse effect on competition

Act

Competition Act, 2002

CCI

Competition Commission of India

COMPAT

Competition Appellant Tribunal

Combination

The Competition Commission of India (Procedure in regard to the

Regulations

transaction of business relating to combinations) Regulations, 2011 as amended on 23rd February, 2012

DG

Director General

FDI

Foreign Direct Investment

FIPB

Foreign Investment Promotion Board

FTC

Federal Trade Commission

MRTPA, 1969

Monopolies and Restrictive Trade Practices Act, 1969

GOI

The Government of India

IDRA, 1951

Industries (Development & Regulation) Act, 1951

RBI

Reserve Bank of India

SEBI

Securities and Exchange Board of India

Takeover Code

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

WTO

World Trade Organization

Hari Krishan, Intern - CCI, September 2012

Page 4 of 56

A review of Mergers & Acquisitions in India
LIST OF TABLE & CASES

Table Particulars
No.

Page
No.

1. Evolution of modern competition law in India.

10

2. Brief illustration of growth strategies

15

3. Porter‘s five sector model

18

4. A check list for the parties to the notice of the proposed 25 combination.
5. Chart showing the structure to group companies under NHK 34 Japan.
6. Table showing the threshold limits u/s 5 of Competition Act, 2002

34

7. Chart showing the matrix of proposed transaction between Peter 38 England Fashions and Retail...
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