1. On 27th September, 2012, the Competition Commission of India ('the Commission') received a notice under sub-section (2) of section 6 of the Competition Act, 2002 ('the Act') given by Orchid Chemicals & Pharmaceuticals Ltd. ('OCPL') and Hospira Healthcare India (P.) Ltd. ('HHIPL') ('OCPL' and 'HHIPL' are collectively referred to as the "parties to the combination"). The notice has been given pursuant to the execution of a business transfer agreement dated 29th August, 2012 by and among OCPL, Mr. K. Raghavendra Rao and HHIPL ('the BTA'). It has been stated in the notice that Mr. K.Raghavendra Rao, the promoter and a principal shareholder of OCPL, is a party to the BTA solely for the purposes of certain clauses of the BTA and is not a party to the combination between HHIPL and OCPL.

2. In terms of regulation 14 of Competition Commission of India (Procedure in regard to the Transaction of Business relating to Combinations) Regulations, 2011 ('the Combination Regulations'), vide letter dated 3rd October, 2012, the parties to the combination were required to remove defects and provide certain information/document(s) in relation to the notice. The reply of the parties to the combination was received on 10th October, 2012. Further, in terms of sub-regulation (4) of regulation 5 and sub-regulation (2) of regulation 19 of the Combination Regulations, vide letter dated 12th October, 2012, the parties to the combination were required to furnish certain additional information/document(s). In this regard, the response from the parties to the combination was received on 22nd October 2012. Since the response received from parties to the combination was found to be incomplete, vide letters dated 23rd October, 4th December, 2012 and 12th December, 2012, the parties to the combination were asked to furnish complete information/documents. The responses from the parties to the combination, to these letters, were received on 27th November, 2012, 11th December, 2012 and 17th December, 2012, respectively and two more letters from the parties to the combination were received in the Commission on 19th December, 2012.

3. OCPL is a listed public limited company incorporated under the provisions of the Companies Act, 1956. Mr. K Raghavendra Rao is the chairman and managing director of OCPL. As stated in the notice, OCPL is a 100 per cent export oriented unit ('EOU') and is engaged in the manufacture of active pharmaceutical ingredients ('APIs') and oral formulations in Cephalosporin, Penem (including Carbapenem), Penicillin and NPNC1 verticals in the pharmaceutical sector. While Cephalosporin, Penem (including Carbapenem) and Penicillin belong to the betalactum antibiotic class of products which are mainly used to treat bacterial infections and inflammatory conditions, the NPNC are non-betalactum class of products and are largely non-antibiotics which include pharmaceutical products in the cardiovascular, neurology, anti-diabetic and vitamins/minerals/nutrients segments. As per the information given in the notice and other documents placed on record, OCPL is also engaged in New Drug Discovery ('NDD'), Novel Drug Delivery System ('NDDS') and Contract Research & Manufacturing Services ('CRAMS') in the above-mentioned verticals. In terms of the geographical range, OCPL exports to more than 75 countries across the world with a large proportion of its exports being to the developed markets like United States of America, Europe and Japan. Further, as stated in the notice, OCPL does not directly manufacture injectable formulations. OCPL contracts out the manufacture of injectable formulations to third party manufacturers and then sells these products in India, Yemen and certain other countries. OCPL used to previously manufacture the injectable formulations in the Cephalosporin, Penem including Carbapenem and Penicillin segments ; however, it has been stated in the notice that these segments were transferred by OCPL to HHIPL in 2009 pursuant to an earlier