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The Competition Commission of India approves the combination involving Dixon Technologies (India) Limited and Aditya Infotech Limited under Section 31(1) of the Competition Act, 2002. The combination entails the subscription of 6.50% equity share capital of Aditya Infotech Limited by Dixon Technologies (India) Limited and the acquisition of 50% shareholding of AIL Dixon Technologies Private Limited by Aditya Infotech Limited. The Commission concludes that the proposed combination does not cause an appreciable adverse effect on competition in India. This approval is subject to revocation if the provided information is incorrect at any time.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/07/1169
10th September 2024
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Dixon Technologies (India) Limited and Aditya Infotech 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 26th July 2024, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) jointly given by Dixon Technologies (India) Limited (‘DTIL’) and Aditya Infotech Limited (‘AIL’). The Notice was filed pursuant to the execution of the Share Subscription and Purchase Agreement amongst DTIL, AIL and AIL Dixon Technologies Private Limited (‘ADTPL’) (‘SSPA’) and Shareholders’ Agreement amongst DTIL, AIL and other shareholders of AIL (‘SHA’), both dated 8th July 2024 [Hereinafter, DTIL and AIL are collectively referred to as the ‘Notifying Parties’; and Notifying Parties and ADTPL are collectively referred to as the ‘Parties’].
The Proposed Combination envisages the following steps:
Step 1: Subscription of 6.50% equity share capital of AIL, on a fully diluted basis, by DTIL; and
Step 2: Acquisition of 50% shareholding of ADTPL, currently held by DTIL, on a fully diluted basis by AIL, as a consideration for Step 1.
In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, vide letter dated 5th August 2024, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response dated 9th August 2024. Since the response was not complete, another letter was issued on 21st August 2024 and the response dated 27th August 2024 was furnished by the Notifying Parties.
DTIL is a listed company involved in the business of providing Electronics Manufacturing Services (‘EMS’) for communication devices, lighting solutions, television, washing machines, wearables and hearables, printed circuit boards for air conditioners, telecom & networking products, set-top boxes, Electronic Security Systems (‘ESS’), etc. ESS encompasses a variety of technologies and devices designed to protect individuals, property, and information from unauthorised access, theft, damage, or other security threats. ESS, inter alia, comprises various products/components such as Closed-Circuit Television (‘CCTV’), digital video recorders, network video recorders, Internet Protocol cameras, video door phones, bio metrics, etc. DTIL provides EMS for ESS only through its joint venture with AIL, viz. ADTPL.
DTIL along with its affiliates constitute the ‘DTIL Group’ with DTIL being its ultimate parent entity. It operates under the ‘Dixon’ brand in India. One of the affiliates of DTIL, namely Dixon Electro Appliances Private Limited (‘DEAPL’) is engaged in the provision of EMS for routers. At present, DEAPL manufactures routers exclusively for Bharti Airtel Limited.
AIL is an unlisted public company engaged in the business of sourcing, distributing and marketing ESS under its brand name ‘CP Plus’ and ‘Onvigil’. It also acts as an exclusive dealer for Dahua Technology India Private Limited (‘Dahua India’), which sells ESS in India under its brand name ‘Dahua’. AIL is controlled by members of the Khemka Family. Entities belonging to the Khemka Family are referred to as the ‘AIL Group’, with AIL being its ultimate parent entity. AIL is engaged in distribution and sale of routers, which it procures from third-party vendors.
ADTPL is a 50:50 joint venture between DTIL and AIL. It is engaged in EMS for ESS for AIL under ‘CP Plus’ brand. While the ADTPL also provides EMS for ESS to other players as well to a limited extent and on an ad hoc basis, revenue from provision of such ad hoc services contribute only a miniscule portion of its total turnover.
It is submitted that there is no horizontal overlap between the business activities of the Parties. Further, the Parties exhibit the following vertical overlaps:
The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (‘AAEC’) in any of the plausible relevant market(s) in India.
Based on the submissions of the Notifying Parties, the Commission noted that the market share, in terms of value, of DEAPL in the provision of EMS for network devices is in the range of [5-10]% and of AIL in distribution and sale of routers is in the range of [0-5]%. Further, the Commission also observed that the market share, in terms of value, of ADTPL in the provision of EMS for ESS is in the range of [0-5]% and of AIL in distribution and sale of ESS is in the range of [20-25]%. There are other players engaged in the sale of ESS in India such as Hikvision, Dahua, Axis Communications and Bosch. Based on the foregoing, it appears that the Proposed Combination is not likely to foreclose competition.
Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.
The information provided by the Notifying Parties 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 Notifying Parties accordingly.
