Category: Competition Law

CCI Press Release dated 23 Nov 2021

The Competition Commission of India (CCI) approves proposed combination involving (a) acquisition of stake by Veolia Environnement S.A (Veolia) in SUEZ (S.A), and (b) acquisition of stake in New Suez by Meridiam, Global Infrastructure Management, LLC, La Caisse des dépôts et consignations and CNP Assurances.

Veolia – Veolia is incorporated in France. Veolia operates through three business lines worldwide for (i) water management, (ii) waste management, and (iii) energy solutions and sources.

Suez – Suez is incorporated in France. Currently, Suez is deployed in three business segments worldwide: (i) Water, (ii) Recycling and Recovery, and (iii) Environmental Tech & Solutions.

Meridiam – Meridiam, incorporated in France is a global player, specializing in the development, financing and long-term management of infrastructure. Meridiam develops, finances, builds and manages various types of projects including, transport infrastructure (high-speed railways, motorways, tunnels, ports, tramways, etc.), social infrastructure (schools, universities, healthcare centers, stadiums, etc.), public buildings (courthouses, government offices, ministries, etc.), networks and public services (water, waste management, energy, etc.)

GIP – GIP is incorporated in USA, is an independent infrastructure fund manager investing in the transportation, energy, waste and water sectors. GIP manages approximately USD billion in assets across all sectors and its portfolio companies generate combined annual revenues of USD billion dollars.

CDC – CDC is a French public establishment with a special legal status created by the law of 28 April 1816 and governed by Articles L. 518-2 and seq of the French Monetary and Financial Code. CDC carries out public interest missions in support of public policies conducted by the State and local authorities, focusing on economic, social and sustainable development. Through its subsidiaries, CDC also has activities that are open to competition and are grouped around four divisions: (i) environment and energy, (ii) real estate, (iii) capital investment, and (iv) services.

CNP – CNP is incorporated in France and is 100% controlled by CDC. CNP is active in the insurance market in Europe and Latin America. As an insurance, coinsurance, and reinsurance provider, CNP designs innovative personal risk/protection and savings/retirement solutions.

Detailed order of the CCI will follow.

The Competition Commission of India (CCI) approves acquisition of 71.25% shareholding of ASK Investment Managers Limited by BCP TopCo XII Pte Ltd.

BCP TopCo XII Pte Ltd. (Acquirer)is an affiliate of funds advised or managed by the affiliates of the Blackstone Group Inc. The principal activity of the Acquirer is that of investment holding and related activities. However, at present, it does not have any business operations, in India or worldwide.

ASK Investment Managers Limited (Target)is an asset and wealth management company with an established client base in India. The Target, directly and through the associate and subsidiary companies, is engaged in the business of providing financial services, including in particular (i) providing portfolio management services to individuals, groups of individuals, family offices and other entities; (ii) offering investment solutions, investment advisory services, and wealth management and wealth planning services (including digital services) for individuals, family offices and corporates; (iii) sponsoring and managing alternate investment funds; (iv) sponsoring, setting up or advising funds; (v) providing credit facilities; and (vi) distribution of financial products (including insurance products and mutual funds).

The Proposed Combination involves acquisition of 71.25% shareholding of the Target by the Acquirer.

Detailed order of the CCI will follow.

The Competition Commission of India (CCI) approves acquisition by HDFC Bank Limited (Acquirer) of shareholding in HDFC ERGO General Insurance Company Limited (Target) under Section 31(1) of the Competition Act, 2002.

The Proposed Combination involves acquisition of 4.99% of the outstanding equity share capital of the Target by the Acquirer from Housing Development Finance Corporation (HDFC).

The Acquirer is a public listed banking company registered with the Reserve Bank of India which provides a wide range of banking services covering commercial and investment banking on the wholesale side and transactional / branch banking on the retail side. As a part of the retail banking segment, the Acquirer also engages in the distribution of life and general / non-life insurance products.

The Target is a joint venture between HDFC and ERGO International AG and is engaged in the business of general / non-life insurance in India and offers a complete range of general / non-life insurance products.

Detailed order of the CCI will follow.

The Competition Commission of India (CCI) approves acquisition of Parexel International Corporation by Phoenix Parentco, Inc.

The proposed combination envisages acquisition of 100% of the equity shareholding of Parexel International Corporation (Target) by Phoenix Parentco, Inc. (Acquirer). The Acquirer is jointly controlled by EQT Fund Management S.à r.l. (EQT) and the Goldman Sachs Group, Inc. (Goldman Sachs).

The Target is headquartered in Durham, USA. It provides biopharmaceutical outsourcing services to biopharmaceutical companies. The global activities of Target can be categorised into broad segments viz. clinical solutions and consulting.

Detailed order of the CCI will follow.

The Competition Commission of India (CCI) approves the acquisition of Global Content Alpha Partners Holdco Pte. Ltd. (GCAPH) by Starnmeer B.V. (Starnmeer) under Section 31(1) of the Competition Act, 2002.

Starnmeer, a recently incorporated entity, is ultimately owned and controlled by funds comprising the Baring Asia Private Equity Fund VII, a fund affiliated with Baring Private Equity Asia Pte. Ltd. (BPEA). BPEA  is  an  international  private  equity  firm  with  a  focus  on  private  equity investments in Asia. BPEA and its affiliates currently inter alia hold investments in various entities that are engaged in the provision of Information Technology (IT) and IT enabled services (ITeS) in India (Portfolio Entities). 

GCAPH is  engaged  in  the  provision  of  services  within  the  IT  &  ITeS sector (more specifically Business Processing Outsourcing (BPO)services) and caters to  customers  that  are  engaged  in the  communications,  media,  and  services sector and  the  education  sector.  In  India, GCAPH is  present  through  its subsidiaries    namely, LearningMate    Solutions    Private    Limited, SPI Technologies   India   Private   Limited, Scope   e-Knowledge   Center   Private Limited, and Scientific Publishing Services Private Limited.

The Proposed Combination, notified under Sections 5(a) of the Competition Act, 2002, concerns the proposed acquisition of up to the entire issued share capital of GCAPH from its existing shareholders.

A detailed order of the CCI will follow.

(Ministry of Finance Press Release dated 18th Oct 2021)

The Competition Commission of India (CCI) approves Acquisition of the worldwide healthcare BPO services of Hinduja Global Solutions Limited, by Betaine B.V.

The proposed combination pertains to the proposed acquisition of worldwide healthcare business process outsourcing (BPO) services of Hinduja Global Solutions Limited (HGS), along with certain assets, contracts and employees by Betaine B.V. (Betaine).

Betaine has been recently incorporated in the Netherlands for the purposes of the Proposed Transaction, and is an entity, which is ultimately owned and controlled by funds comprising The Baring Private Equity Asia Fund VIII which is a fund affiliated with Baring Private Equity Asia Pte. Ltd. (BPEA). Betaine is currently not engaged in any business activity (directly or indirectly) in India.

BPEA is an international private equity firm with a focus on private equity investments in Asia. BPEA and its affiliates currently inter alia hold investments in various entities that are engaged in the provision of Information Technology (IT) and IT enabled services (ITeS) in India, including in the provision of BPO services.

HGS is engaged in the provision of IT and ITeS services, and caters to customers across the globe. The services that it offers include BPO services, which cover, inter alia, marketing and digital enablement services and consumer interaction services. The Target Business essentially comprises the BPO services offered by HGS and caters primarily to the customers within the healthcare segment.

A detailed order of the CCI will follow.

(CCI Press Release dated 11th Oct 2021)

The Competition Commission of India (CCI) approves internal restructuring of the TVS Group, under Section 31(1) of the Competition Act, 2002.

The proposed combination contemplates an internal restructuring within the TVS group pursuant to the execution of a Memorandum of Family Arrangement dated10 December 2020, the Composite Scheme of Amalgamation and Arrangement dated 29 January 2021 between the Parties and board resolutions dated 30 January 2021 (Proposed Combination).

A brief description of the Parties is provided below:

(a)TVS Mobility Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in investment advisory, manpower support services, wholesale distribution of automotive components, manufacture of repair materials for tyres and tubes, and agricultural activities.

(b)T.S. Rajam Tyres Private Limited: It is the wholly owned subsidiary of TVS Mobility Private Limited and is currently not engaged in any business.

(c)Southern Roadways (Madurai) Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are engaged in farm related activities.

(d)Trichur Sundaram Santhanam & Family Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in lending services, business process outsourcing services, distribution of insurance products, investment management, manufacture of automotive components.

(e) TVS Sundram Fasteners Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are not engaged in any business activity.

(f) Madurai Alagar Enterprises Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are engaged in manufacturing phenol formaldehyde resins and cashew friction dust.

(g) SB TVS Industrial Ventures Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in trading of aluminium, packaging and label printing services…

(h) Cheema Industrial Ventures Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in trading of aluminium, packaging and label printing services.

(i) TVS Holdings Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in provision of corrosion management, consultancy and management services, insurance broking services, and manufacturing of automotive components.

(j) Geeyes Family Holdings Private Limited: It is a holding company and is currently not engaged in any business. It’s shareholders through their affiliates are primarily engaged in management consultancy and staffing solutions, and property development.

(k) Sundaram Climate Institute Private Limited: It is engaged in the provision of climate change research and implementation. It’s shareholders through their affiliates are primarily engaged in the provision of water management solution, aggregation of transport industry, manufacture and sale of yarn and provision of support services to textile mills.

(l) T V Sundram Iyengar & Sons Private Limited (TVSS): It is directly engaged in manufacture and distribution of automotive components, distribution of automobiles etc. TVSS, through its affiliates, is engaged in various sectors including automotive, logistics, information and technology, power generation, investments, manufacturing components for automotive and non-automotive applications, manufacturing sewing needles, and vocational training etc.

(m) Sundaram Industries Private Limited (SI): It is directly engaged in providing tyre solutions and manufacturing rubber compounds, cured rubber and plastic products. SI, though it affiliates, is primarily engaged in providing tyre solutions, manufacturing of protective gears, manufacture and sale of automotive components and manufacture and sale of yarn.

(n) Southern Roadways Private Limited (SRW): It is directly engaged in road transport, and parcel services. SRW, through its affiliates, is primarily engaged in manufacture and sale of yarn, and automotive components.

(o) TVS Investments Private Limited (TVSI): It is a non-operating financial holding company. TVSI, through its affiliates, is primarily engaged in investment consultancy, wealth management and transaction automation products.

Detailed order of the CCI will follow.

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The Competition Commission of India (‘CCI’) passed a final order against two firms, viz ; PMP Infratech Pvt. Ltd. and Rati Engineering, for indulging into concerted practices leading to bid rigging of tender floated by GAIL in 2017–18 for the  restoration of well site located in Ahmedabad and Anand areas of Gujarat.

Based on investigation and electronic/documentary evidence collected by the DG as well as other evidence available on record, CCI found that the two firms were in regular touch with each other regarding the tender floated by GAIL and even after the submission of their bids. Further the bids of two firms were submitted from same IP address from the premises of PMP Infratech Pvt. Ltd.’s office at Ahmedabad, with a one-day gap. CCI found such conduct to have contravened the provisions of Section 3(3)(d) read with Section 3(1) of the Competition Act, 2002 which prohibit anti-competitive agreements including bid rigging.

The CCI imposed a monetary penalty of Rs. 25 lakh on PMP Infratech Pvt. Ltd., Rs. 2.5 lakh on Rati Engineering and Rs 1 lakh and Rs 50 thousand on their respective individuals who managed and controlled the firms, besides passing a cease-and-desist order.

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The Competition Commission of India (‘CCI’) passed a final order against three beer companies, namely United Breweries Limited (‘UBL’), SABMiller India Limited (now renamed as Anheuser Busch InBev India Ltd. after being acquired by Anheuser Busch InBev SA/NV) (‘AB InBev’) and Carlsberg India Private Limited (‘CIPL’) for indulging in cartelisation in the sale and supply of beer in various States and Union Territories in India, including through the platform of All India Brewers’ Association (‘AIBA’).

As AIBA was found to be actively involved in facilitating such cartelisation, CCI also held AIBA to be in contravention of the provisions of Competition Act, 2002 (the ‘Act’), apart from the beer companies. The period of cartel was held to be from 2009 to at least 10.10.2018 (the date on which the Director General (‘DG’) conducted search and seizure operations at the premises of the beer companies), with CIPL joining in from 2012 and AIBA serving as a platform for facilitating such cartelisation since 2013. All three beer companies were lesser penalty applicants before CCI.

Based on evidences of regular communications between the parties collected by the DG during search and seizure, and on the basis of the disclosures made in the lesser penalty applications, CCI found that the three companies engaged in price co-ordination in contravention of the provisions of Section 3(3)(a) of the Competition Act, 2002 (the ‘Act’) in the States of Andhra Pradesh, Karnataka, Maharashtra, Odisha, Rajasthan, West Bengal, National Capital Territory of Delhi and the Union Territory of Puducherry, in collectively restricting supply of beer in the States of Maharashtra, Odisha and West Bengal in contravention of the provisions of Section 3(3)(b) of the Act, and in sharing of market in the State of Maharashtra as well as co-ordination with respect to supply of beer to premium institutions in the city of Bengaluru in contravention of the provisions of Section 3(3)(c) of the Act. CCI also found co-ordination amongst UBL and AB InBev with respect to purchase of second-hand bottles. Further, 4 individuals of UBL, 4 individuals of AB InBev, 6 individuals of CIPL and the Director General of AIBA, were held by CCI to be liable for the anti-competitive conduct of their respective companies/ association, in terms of Section 48 of the Act.

Giving benefit of reduction in penalty under the provisions of Section 46 of the Act of 100% to AB InBev and its individuals, 40% to UBL and its individuals and 20% to CIPL and its individuals. The CCI directed UBL and CIPL to pay penalties of approx. Rs 750 crore and Rs 120 crore respectively, besides passing a cease-and-desist order.

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