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The Competition Commission of India approves the acquisition of equity share capital in Bajaj Allianz Life Insurance Company Limited, Bajaj Allianz General Insurance Company Limited, and Bajaj Allianz Financial Distributors Limited by Bajaj Finserv Limited, Bajaj Holdings and Investment Limited, and Jamnalal Sons Private Limited. The proposed combination changes the control of these target entities from joint control to sole control. The Commission concludes that the combination does not cause an appreciable adverse effect on competition in India. The order remains subject to revocation if the provided information is incorrect.
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COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2025/04/1275)
20th May 2025
Notice under Section 6 (2) of the Competition Act, 2002 given by Bajaj Finserv Limited, Bajaj Holdings & Investment Limited and Jamnalal Sons Private Limited
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 21st April 2025, the Competition Commission of India (Commission) received a notice filed by Bajaj Finserv Limited (BFS), Bajaj Holdings & Investment Limited (BHIL), and Jamnalal Sons Private Limited (JSPL) ["BFS, BHIL and JSPL are collectively referred to as the Notifying Parties/Acquirers] under Section 6 (2) of the Competition Act, 2002 (Act).
The Proposed Combination relates to the following acquisitions: -
(i) Proposed acquisition of 26% paid-up equity share capital each of Bajaj Allianz Life Insurance Company Limited (BALIC) and Bajaj Allianz General Insurance Company Limited (BAGIC) by BFS, BHIL and JSPL in tranches from Allianz SE (Allianz) (individually referred to as BALIC Acquisition & BAGIC Acquisition); and
(ii) Proposed acquisition of 50% paid-up equity share capital of Bajaj Allianz Financial Distributors Limited (BAFDL) by BFS in a single tranche from Allianz (BAFDL Acquisition).
The notice was filed pursuant to three Share Purchase Agreement(s) each dated 17th March 2025 relating to the BALIC Acquisition, BAGIC Acquisition and BAFDL Acquisition.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 2nd May 2025, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response vide letter dated 9th May 2025.
BFS is a listed public limited company incorporated under the provisions of the Companies Act, 1956, and a promoter of financial services and aggregator of healthcare services through its subsidiaries in India. It is an unregistered Core Investment Companies (CIC) as understood under the Core Investment Companies (Reserve Bank) Directions, 2016 (Unregistered CIC). It is engaged inter alia in the provision of financial services (through its subsidiaries and associates) including consumer and SME finance, housing finance, general insurance, life insurance, broking, mutual funds and venture investing. Through its subsidiaries, BFS also offers a 'health-tech' platform, including Third Party Administrator (TPA) services, an online marketplace for financial services and technology services. It is also involved in generation of renewable energy through wind power.
BHIL is listed as a public limited company incorporated under the provisions of the Indian Companies Act, 1913 and is registered with the RBI as Non-Banking Financial Company (NBFC) - Investment and Credit Company (NBFC-ICC). The company is essentially a holding and investment company and does not have any other operations of its own.
JSPL is a private limited company incorporated under the provisions of the Companies Act, 1913 and is classified as an Unregistered CIC.
BALIC is a public limited company incorporated under the provisions of the Companies Act, 1956. It is a joint venture between BFS and Allianz, and BFS currently holds 74% of the paid-up equity share capital of BALIC. It is a private sector life insurance company, engaged in the business of providing life insurance.
BAGIC is a public limited company incorporated under the provisions of the Companies Act, 1956. It is a joint venture between BFS and Allianz, and BFS currently holds 74% of the paid-up equity share capital of BAGIC. It is a private sector insurance company, engaged in the business of providing general/non-life insurance products and services in India.
BAFDL is a public limited company incorporated under the provisions of the Companies Act, 1956. It is a 50:50 joint venture between BFS and Allianz. It is registered with the Insurance Regulatory and Development Authority of India as a corporate agent (composite) for life and general/non-life insurance business. Presently, it is only engaged in the distribution of general / non-life insurance policies of BAGIC and has not generated any new business from the distribution of life insurance policies of BALIC since more than past five years. It is also stated that BAFDL has an Association of Mutual Funds of India registration for distribution of mutual funds. It also provides manpower and recruitment support services, through its wholly owned subsidiary, Bajaj Allianz Staffing Solutions Limited, a public limited company.
Allianz, the holding company of the Allianz Group, is headquartered in Munich, Germany. The Allianz Group, an insurance provider and asset manager, provides a range of products, services and solutions including property and casualty insurance, health and life insurance, credit insurance, business insurance and assistance services as well as asset management. In India, Allianz Group is primarily engaged in the provision of insurance, re-insurance and related services.
It is noted that the Proposed Combination will result in change in control of BALIC, BAGIC and also BAFDL from joint control to sole control only. As such, there is no change in the market dynamics as a result of the Proposed Combination.
Considering the material on record, including the details provided in the Notice and assessment of the Proposed Combination on the basis of factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under sub-section (1) of Section 31 of the Act.
This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.
The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate to the Acquirers, accordingly.
