ARUN MISHRA,J. - (1.) The Competition Commission of India (in short, "the Commission") is in appeal aggrieved by the order passed by the Competition Appellate Tribunal (in short, "the Tribunal") setting aside the order passed by the Competition Commission under section 43A of the Competition Act, 2002 (in short, referred to as "the Act") whereby penalty of Rupees One Crore was imposed on the respondents on the ground of non-compliance of provisions contained in section 6(2) of the Act.
(2.) The Thomas Cook India Ltd (for short, "the TCIL") - respondent No.1, Thomas Cook Insurance Services India Limited, (for short, "the TCISIL") - respondent No.2 and Sterling Holiday and Resorts India Limited (for short, "the SHRIL") - respondent No.3 is the companies registered under the Companies Act, 1956. The TCIL is engaged in travel and travel related services. The TCISIL is also engaged in travel and travel related services and is a subsidiary of the TCIL and is also a registered corporate agent of Bajaj Allianz General Insurance Company Limited, which is engaged in the business of selling insurance to outbound travelers, as well as health insurance, motor insurance, personal accident insurance etc. SHRIL is engaged in the business of providing premium hotel services, vacation ownership services, normal hotel services like renting of rooms, restaurants, holiday activities etc. It also arranges meetings, incentives, conference and events for its corporate clients. The Board of Directors of the aforesaid three companies on 7.2.2014 approved a Scheme for demerger/amalgamation, (referred to as the 'Scheme'). The said Scheme contemplated the following: (a) Demerger: i.e. Resorts and timeshare business of SHRIL were to be transferred by way of demerger from SHRIL to TCISIL in lieu of which equity shares of TCIL would be issued to shareholders of SHRIL as per the ratio in the 'Scheme'; and (b) Amalgamation: SHRIL with its residual business would be amalgamated into TCIL in lieu of equity shares to be issued to the shareholders of SHRIL as per the ratio in the Scheme.
(3.) For the purpose of implementing the above transactions, the Respondents entered into a Merger Cooperation Agreement (for short, 'the MCA') on the same day i.e. on 07.2.2014.;