The Ministry of Corporate Affairs (MCA), through a notification dated September 9, 2024, issued the Competition (Criteria of Combination) Rules, 2024, which take effect on September 10, 2024. The rules, formulated under Section 63(2)(ac) of the Competition Act, 2002, establish criteria for entities involved in combinations (such as mergers or acquisitions) to file notices under Section 6(4) of the Act. The rules specify that parties to a combination, including their group entities and affiliates, may submit notices if they do not produce similar or substitutable products or services, or if they are not engaged in vertically related or complementary business activities. Additionally, the notification defines affiliates as entities with 10% or more shareholding, board representation, or access to commercially sensitive information. This update provides clarity on which combinations must be notified under the Competition Act, helping businesses comply with competition laws and avoid anti-competitive practices.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 9th September, 2024
G.S.R. 548 (E).—In exercise of the powers conferred by clause (ac) of sub-section (2) of section 63 of the Competition Act, 2002 (12 of 2003), the Central Government hereby makes the following rules, namely:-
1. Short title and commencement.– (1) These rules may be called the Competition (Criteria of Combination) Rules, 2024.
(2) They shall come into force with effect from the 10th day of September, 2024.
2. Definitions.– (1) In these rules, unless the context otherwise requires, “Act” means the Competition Act, 2002 (12 of 2003).
(2) The words and expressions used in these rules but not defined, shall have the same meanings, respectively assigned to them in the Act.
3. Criteria of Combination.– (1) For the purposes of sub-section (4) of section 6 of the Act, the parties to a combination, their respective group entities and their affiliates who fulfils the following criteria, may give notice for such combination under that sub-section, namely: –
(a) they do not produce or provide similar or identical or substitutable product or service;
(b) they are not engaged in any activity relating to production, supply, distribution, storage, sale and service or trade in product or provision of service,–
(i) which are at different stage or level of production; or
(ii) which are complementary to each other.
(2). In these rules,––
(a) the parties to the combination and their respective group entities means––
(i) the ultimate controlling person of the acquirer and other entities forming part of the same group;
(ii) the enterprise being acquired and its downstream entities forming part of its group;
(iii) enterprises being merged or amalgamated, their controlling persons, and entities forming part of their group.
(b) an enterprise is considered to be an affiliate of another enterprise if that another enterprise has–
(i) ten per cent. or more of the shareholding or voting rights of the enterprise; or
(ii) right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or
(iii) right or ability to access commercially sensitive information of the enterprise.
[F. No. Comp-05/4/2023-Comp-MCA]
MANOJ PANDEY, Addl. Secy.
