Gun Jumping: Thomas Cook India Ltd.

Gun Jumping in Combination Regulation: Thomas Cook India Ltd.

While approving the combination on March 5, 2014, the CCI took note of acquisition of 9.93% shares of Sterling by Thomas Cook Insurance Services Limited (TCISL) through open market purchases between February 10 -12, 2014.

CCI has imposed a penalty of INR 1 Crore on Thomas Cook (India) Limited (“TCIL”),

Thomas Cook Insurance Services Limited (“TCISL”) and Sterling Holidays Resorts

(India) Limited (“Sterling”) under Section 43A of the Act, for failing to notify and consummating certain non-reportable but inter-connected transactions before taking the

approval of the CCI for the reportable part of the inter-connected transactions.

Parties filed a combination notice with the CCI on February 14, 2014.

The CCI held that, since the Transaction and the market purchases were authorized in the same Board meeting and all transactions were related to the business and shares of Sterling, the market purchases were inherently related to the other transactions and, therefore, cannot be viewed in isolation for the purpose of any exemption.

The CCI held that the substance of the transaction is relevant to assess the effect on competition irrespective of the number of steps involved in the transaction.

Therefore, the Parties were required to notify all the steps and not consummate any part of the composite combination prior to the approval of the CCI.