The interaction between competition law and joint ventures in India has been debated. Efficiency enhancing joint ventures are allowed under Section 3 if they increase efficiency in production, supply, distribution, etc. Judicial decisions have provided guidance, finding joint ventures efficient if they create new supply sources, ensure cashless hospitalization, or timely reimbursements. Joint ventures requiring asset transfers or meeting financial thresholds must notify the CCI. Defining the joint venture's true purpose and efficiencies, ensuring no reduction in competition, and avoiding information sharing or price fixing can help.
The power point presentation is on the provision of deemed dividend u/s 2(22)(e) of the Income Tax Act on which I delivered a lecture at Direct Tax Regional Training Institute, Kolkata.
Often, the shareholders of closely held companies get a shock when they are caught for the contravention of the provision of section 2(22)(e) and the loans or advance taken by them or their concern is added as income as deemed dividend.
The power point presentation is on the provision of deemed dividend u/s 2(22)(e) of the Income Tax Act on which I delivered a lecture at Direct Tax Regional Training Institute, Kolkata.
Often, the shareholders of closely held companies get a shock when they are caught for the contravention of the provision of section 2(22)(e) and the loans or advance taken by them or their concern is added as income as deemed dividend.
Competition is the best means of ensuring that the ‘Common Man’ or ‘Aam Aadmi’ has access to the broadest range of goods and services at the most competitive prices. With increased competition, producers will have maximum incentive to innovate and specialize. This would result in reduced costs and wider choice to consumers. A fair competition in market is essential to achieve this objective. Our goal is to create and sustain fair competition in the economy that will provide a ‘level playing field’ to the producers and make the markets work for the welfare of the consumers
PPT on Insolvency and Bankruptcy Code, 2016 analysis the jargons, processes, access, limitations, opportunities, etc. A bried comparison with US Bankruptcy Code has also been stated and addressing issues like cross border insolvency amongst others issues. Also, the probe of recently notified transfer of pending proceedings has been made in the presentation.
The Insolvency and Bankruptcy Code, 2016 (Code) came into operation w.e.f 28th May, 2016.
It seeks to consolidate the existing framework by by creating a single law for Insolvency and Bankruptcy.
Insolvency is when an individual, corporation, or other organization cannot meet its financial obligations for paying debts as they are due.
Insolvency can occur when certain things happen, some of which may include: poor cash management, increase in cash expenses, or decrease in cash flow.
A detailed perspective of the background, the present functioning and the future possibilities of the merger control regime in India as it unfolds with the passage of time by the architect of merger control in India.
PPT in Company competition in India.
6th semester B.com program,
Shaheed Bhagat singh College (University of Delhi)
It is totally in Indian ACT" company's.
Competition is the best means of ensuring that the ‘Common Man’ or ‘Aam Aadmi’ has access to the broadest range of goods and services at the most competitive prices. With increased competition, producers will have maximum incentive to innovate and specialize. This would result in reduced costs and wider choice to consumers. A fair competition in market is essential to achieve this objective. Our goal is to create and sustain fair competition in the economy that will provide a ‘level playing field’ to the producers and make the markets work for the welfare of the consumers
PPT on Insolvency and Bankruptcy Code, 2016 analysis the jargons, processes, access, limitations, opportunities, etc. A bried comparison with US Bankruptcy Code has also been stated and addressing issues like cross border insolvency amongst others issues. Also, the probe of recently notified transfer of pending proceedings has been made in the presentation.
The Insolvency and Bankruptcy Code, 2016 (Code) came into operation w.e.f 28th May, 2016.
It seeks to consolidate the existing framework by by creating a single law for Insolvency and Bankruptcy.
Insolvency is when an individual, corporation, or other organization cannot meet its financial obligations for paying debts as they are due.
Insolvency can occur when certain things happen, some of which may include: poor cash management, increase in cash expenses, or decrease in cash flow.
A detailed perspective of the background, the present functioning and the future possibilities of the merger control regime in India as it unfolds with the passage of time by the architect of merger control in India.
PPT in Company competition in India.
6th semester B.com program,
Shaheed Bhagat singh College (University of Delhi)
It is totally in Indian ACT" company's.
Compared to the other enforcement provisions of the Act, the merger control
provisions, or regulation of combinations as these are called in India, are of more
recent origin. The regulations drafted by the Competition Commission of India
(the Commission) for regulation of the combinations, in an attempt to make the
combination regulations more business friendly, have given a window of not filing
the merger filings before the Commission in some cases of combinations where the
possibilities of the Appreciable Adverse Effect on Combination (AAEC) are lesser.
The question arises as to how to deal with the instances where the parties do not file
the details of any combination and the Commission is of the opinion that the
combination either causes or is likely to cause an AAEC in the relevant market.
The author, who was the architect of the introduction of schedule 1 for the
exempt type categories while drafting the combination regulations for India as
the first Head of Merger Control in India and thus making regulation of
combinations a reality in India, delves deep into the issue and looks at the possible
solutions. In his view, the Commission still has freedom to act against any
combination causing AAEC – whether above or below thresholds.
THE BIG PICTURE MV-Link Productions (MV-Link) is a produ.docxmehek4
THE BIG PICTURE
MV-Link Productions (MV-Link) is a producer and distributor of motion picture films. It specializes in action
adventure films popular with males, mostly in the teen and young adult market. While it has only been in
business for 7 years, it has produced several moneymaking hits as well as many more minor "B" films
that are shown on cable networks and through video rental stores.
MV-Link has recently completed the production of five new films. This set of five films contains one film
(“Kombat Rex”) that marketing research indicates will be a top box office hit. The other four (KR II, KR III,
KR IV, KR V) are "filler" films that will be bundled with the hit and licensed to theatres for exhibition. To
receive access to the hit, theatres must agree to show all films a minimum number of times.
In July 2006, MV-Link entered into an exclusive contract with PACE Theatres, Inc. (PACE), a large
theatre chain with approximately 475 theatres across the United States. This contract provided in part as
follows:
Agreement: PACE is granted the right, license, and permission to display the five films listed herein during
the contract period. In consideration of this contract, MV-Link will receive:
1. $5,000,000, payable $2,500,000 upon contract signature and $2,500,000 on September 1,
2006.
2. $500 for each film showing in each location.
Contract period: The contract period shall be the six months commencing on September 1, 2006.
Limitation on screenings: PACE agrees to show Kombat Rex no more than 42 times per theater and the four
accompanying films (KR II, KR III, KR IV and KR V) no fewer than 18 times each per theater.
Exclusivity: PACE shall have exclusive screening rights during the contract period. MV-Link acknowledges
that an integral inducement in consideration of the contract is PACE’s interest in being the sole source,
without competition from other theaters in the market, during the contract period.
At the signing of the contract, PACE paid $2,500,000 of the $5,000,000.
PACE sent checks to MV-Link for $2,500,000 on September 1,2006, and $5,462,500 on January 20,
2007, along with an audited statement detailing the number of showings as of December 31, 2006. The
following is a summary of that information:
Film Number of Showings Amount Due
Kombat Rex 8,550 $4,275,000
KR II-V 2,375 1,187,500
10,925 $5,462,500
In March 2007, MV-Link received a demand notice from PACE that all monies previously paid were to be
returned or they would file a lawsuit. In their letter, they enclosed a newspaper clipping from a movie
theatre in Toronto, Canada that was advertising the set of five films for showing the second week of
February 2007.
Copyright 2009, Dr. Janice Bell and Dr. Melanie Williams
Required
Write a report using the report writing guide from the co ...
The general public and the society including top bureaucrats, politicians, media personnel, social activists, thinkers, intellectuals and policy makers and those who determine the future directions of the society and the economy expect the auditing profession to perform the roles of a watchdog who can monitor the auditee entity comprehensively to ensure that interest of owners, minority shareholders, investors, bankers, government, regulators, suppliers, customers and other stake holders are fully protected. Most importantly interest of the auditee entity are preserved and various financial and operational decisions taken by the management at various levels were in the interest of the company and were within the policy framework laid down by the Board.
completion law 2002 FOR CA,CMA,CS ,MBA,BBA,BCOM,MCOM,,PROFESSIONAL
All businesses have a duty to act lawfully, but there are more practical reasons why compliance with competition law is particularly important.
On a broad level, the main aim of competition law is to ensure that markets remain competitive
• The Competition Act, 2002 was passed to encourage competition in markets in India.
• The Competition Act broadly covers anti-competitive agreements, abuse of dominance and regulation of combinations.
• During combinations, i.e mergers or takeovers, the businesses of the transferor and transferee are to be studies from the point of view of anti-trust aspects(i.e Comeptition aspects). This process is competition law due diligence.
• Competition law due diligence involves examination of various agreements, check into the companies dominace and its’ abuse if any
This document discusses some issues that have been encountered/may be relevant to consider in M&A transactions
in the infrastructure sector. The list of issues below is merely indicative and not exhaustive.
Similar to Competition law and Joint Ventures (20)
A "File Trademark" is a legal term referring to the registration of a unique symbol, logo, or name used to identify and distinguish products or services. This process provides legal protection, granting exclusive rights to the trademark owner, and helps prevent unauthorized use by competitors.
Visit Now: https://www.tumblr.com/trademark-quick/751620857551634432/ensure-legal-protection-file-your-trademark-with?source=share
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
1. Competition Law and Joint Ventures
The interaction between competition law and joint ventures has long been a matter of debate under
Indian law. The last year has provided an element of clarity but has unfortunately left many questions
unanswered.
Efficiency Enhancing JV’s
Section 3 of the Act provides that an agreement in relation to the production, supply, distribution,
storage, acquisition or control of goods or the provision of services, which causes or is likely to cause
an appreciable adverse effect on competition (“AAEC”) within India, is void. This section deals with
two types of agreements: (a) horizontal agreements; and (b) vertical agreements.
As per the Act, agreements between entities engaged in an identical or similar trade in goods or
services are presumed to cause an AAEC if they:
(a) directly or indirectly determine purchase or sale prices;
(b) limit or control production, supply, markets, technical development, investment or the
provision of services;
(c) share the market or source of production or provision of services by way of allocation of the
geographical area of the market, type of goods or services, or number of customers in the
market or in any other similar way; or
(d) directly or indirectly results in bid rigging or collusive bidding.1
However, this presumption does not apply to efficiency enhancing JV’s.
The Proviso to Section 3(3) of the Act states as follows: Provided that nothing contained in this sub-
section shall apply to any agreement entered into by way of joint ventures if such agreement increases
efficiency in production, supply, distribution, storage, acquisition or control of goods or provision of
services.
So what does the term “increase efficiency in production, supply, distribution, storage, acquisition or
control of goods or provision of services” mean?
Judicial Guidance
In FICCI v. United Producers & Ors2
, it was alleged by FICCI-Multiplex Association of India(“FICCI”) that
United Producers/ Distributors Forum (“UPDF”), The Association of Motion Pictures and TV
Programme Producers and the Film and Television Producers Guild of India Ltd were behaving like a
cartel. Certain agreements were entered between the operators and the producers/distributors to
1
Section 3(3) of Act
2
FICCI Multiplex Association of India vs. United Producers/Distributors Forum and Ors. (25.05.2011 – CCI), Case
No.01/2009 -
2. limit the supply. It was one of the defence raised by the opposite parties that the agreement between
the association of producers/distributors formed, had to be like an efficiency enhancing JV. However,
in this case, the CCI held that since the producers/distributors had failed to show as to how the
impugned agreement increased efficiency in production, supply, etc. and on the contrary, the
controlled/limited supply of the films increased prices, the CCI rejected the opposite parties
arguments, and imposed a penalty on the defendants.
The CCI in HITPA JV3
examined efficiencies achieved by a third party administrator (“TPA”) formed by
four public sector undertaking (“PSU”) insurance companies. The CCI accepted the PSU’s arguments
regarding the efficiency enhancement brought in the public insurance sector by a JV TPA leading to
overall consumer benefits and held that HITPA was an efficiency enhancing JV to facilitate the
effectiveness of the health insurance sector and also ensured speedy cashless hospitalization for the
policyholders, cost-efficient services to the insurance companies and timely reimbursements for the
healthcare providers.
In another notice jointly given by Andhra Pradesh Gas Distribution Corporation Limited, Shell Gas B.V
and others4
, the CCI agreed with the argument of the parties that the JV increased efficiency. In this
instance, a JV was proposed to be set up by the government of Andhra Pradesh and GAIL Gas Limited,
for creating the necessary infrastructure for the supply of natural gas in India. The CCI was of the
opinion that there was a deficiency in natural gas supply in India and the proposed JV had inherent
efficiencies in terms of creating a new source of natural gas for the consumers, thus allowing the JV.
As can be seen from the examples, the CCI has adopted a commercial test as to what JVs improve
efficiencies, ploughing through the potential impact that a JV of this sort may have on the market,
prior to determining whether it is efficiency enhancing.
Combinations
Under Section 6 of the Act and the Competition Commission of India (Procedure in regard to the
Transaction of Business Relating to Combinations) Regulations, 2011 (“Combination Regulations”),
those ‘combinations’ that cause AAEC are required to obtain prior approval of the CCI if the financial
thresholds are met. Section 5 of the Act covers broad categories of combinations:
(a) any acquisition where the parties to the acquisition, being the acquirer and the enterprise,
whose control, shares, voting rights or assets have been acquired or are being acquired
jointly or, the group, to which the enterprise whose control, shares, assets or voting rights
3
Association of Third Party Administrators vs. General Insurers’ (Public Sector) Association of India Opposite,
New India Assurance Co. Ltd, National Insurance Co. Ltd., United India Insurance Co. Ltd, Oriental Insurance Co.
Ltd, Department of Financial Services Ministry of Finance Government of India, Case No. 107 of 2013
4
Notice u/s 6 (2) of the Act, 2002 jointly given by Andhra Pradesh Gas Distribution Corporation Limited, GDF Suez
Energy International Global Developments B.V., Shell Gas B.V. and GAIL (India) Limited, Combination Registration
No.C-2015/10/333 -
3. have been acquired or are being acquired, would belong after the acquisition, jointly have
or would jointly meet the thresholds;
(b) acquiring of control by a person over an enterprise when such person has already direct or
indirect control over another enterprise engaged in production, distribution or trading of a
similar or identical or substitutable goods or provision of a similar or identical or
substitutable service, if the enterprise over which control has been acquired along with the
enterprise over which the acquirer already has direct or indirect control jointly have; or the
group, to which enterprise whose control has been acquired, or is being acquired, would
belong after the acquisition, jointly have or would jointly meet the thresholds;
(c) any merger or amalgamation in which the enterprise remaining after merger or the
enterprise created as a result of the amalgamation, as the case may be, have or the group,
to which the enterprise remaining after the merger or the enterprise created as a result of
the amalgamation, would belong after the merger or the amalgamation, as the case may
be, have or would meet the thresholds.
Historically, the circumstances in which JV was required to be notified to the CCI under the
Combination Regulations was unclear. Recently, the CCI clarified that:
(a) Prior approval - if the creation of a JV involves a transfer of 'assets', then subject to
prescribed thresholds being met, prior approval of the CCI will have to be sought by making
the requisite filings under the Combination Regulations.5
(b) Notification/ intimation – Notification would be required for situations where any share
subscription or financing facility or any acquisition, by a public financial institution, foreign
institutional investor, bank or venture capital fund, pursuant to any covenant of a loan
agreement or investment agreement. Such acquirers would be required to file Form III with
the CCI within 7 days from the date of acquisition.
Where no asset transfer is involved, market participants can continue to form a JV without seeking
CCI's prior approval. If one or more enterprises transfer its assets to a JV, then the formation of a JV is
treated as a notifiable combination, provided that jurisdictional thresholds are met after applying the
principle of attributability.
Judicial Gudance
In Combination Registration No. C-2015/06/283, the proposed combination intended to carry out
research and development in respect of robotic systems for surgical intervention and involved the
transfer of certain assets (including the intellectual property and related assets) between the parties
to the JV and met the notification thresholds prescribed under Section 5(a) of the Act read with
Regulation 5(9) of the Combination Regulations. The CCI approved of this combination as it was
5
https://www.cci.gov.in/sites/default/files/whats_newdocument/FAQ%27s_Combinations.pdf
4. efficiency enhancing.6
In the matter of Reliance Aerostructure Limited and Thales India Private Limited7
, the CCI considered
the JV to be a combination; however, there was no AAEC. In this order, the CCI concluded that the
parties do not produce/provide identical or substitutable services/products, and are not engaged in
any activity relating to the production, supply, distribution, sale, storage, and services or trade in
products or provisions of services which is at different stages or levels of the production chain, and
that therefore, the proposed combination is not likely to have an AAEC in India.
Do’s and Don’ts for a JV8
(a) Define the true purpose of the JV and be precise about what it aims to achieve. Also,
include the pro-competition goals and efficiency that the JV would bring.
(b) Be clear on how the proposed JV will directly benefit customers and how it may fall under
the category of an “essential facility” doctrine. Bring out the “indispensability” of the
product and services of the JV.
(c) Bring out the “gap” existing in the current market for the products and services offered by
the JV and how the JV will bridge this gap.
(d) Be clear that the proposed JV could not be achieved by the collaborating businesses acting
alone.
(e) Ensure that there is no risk for reduction in existing competition. If there is, then, make
sure that the reduction in competition brought about by the JV is no more than is
absolutely necessary to achieve its goals.
(f) Ensure that no sensitive information is shared between the members of the JV.
(g) If any license is refused by the JV to third parties, ensure that there is sufficient justification
for that refusal.
6
https://www.cci.gov.in/sites/default/files/C-2015-06-283.pdf
7
Combination Registration No.C-2017/12/541 -
https://www.cci.gov.in/sites/default/files/Notice_order_document/05.%20Order_541.pdf
8
With inputs from the paper published by the UK Government
5. (h) Ensure that there is no “abuse” of dominant position by fixing prices or limiting or
controlling output and ensure that there is always transparency with sharing information.
Do reach out to us if you have any comments or question.
Mathew Chacko Praveen Raju
mathew@spiceroutelegal.com praveen@spiceroutelegal.com
Renuka Abraham Aishwarya Todalbagi
renuka.abraham@spiceroutelegal.com aishwarya.todalbagi@spiceroutelegal.com