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The Competition Commission of India approves the acquisition of Reliance Capital Limited and its affiliates by IndusInd International Holdings Limited, IIHL BFSI (India) Limited, and Aasia Enterprises LLP under Section 31(1) of the Competition Act, 2002. The Commission determines that the proposed combination does not cause an appreciable adverse effect on competition in India because the combined market shares of the parties remain insignificant across all relevant insurance and financial segments. The approval is subject to revocation if the provided information is found to be incorrect at any time.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2023/12/1091
27th December 2023
Notice under Section 6(2) of the Competition Act, 2002 jointly given by IndusInd International Holdings Limited, IIHL BFSI (India) Limited, and Aasia Enterprises LLP
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 14th December 2023, the Competition Commission of India (‘Commission’) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (‘Act’), jointly given by IndusInd International Holdings Limited (‘IIHL’), IIHL BFSI (India) Limited (‘IIHL BFSI’), and Aasia Enterprises LLP (‘Aasia’) (IIHL, IIHL BFSI, and Aasia are collectively referred to as the ‘Acquirers’). The Notice was given pursuant to the Resolution plan dated 5th June 2023 (‘Resolution Plan’) submitted by IIHL for the acquisition of Reliance Capital Limited (‘Target’ / ‘RCL’) and some of its affiliates and subsidiaries (‘Proposed Combination’). [Acquirers and Target are collectively referred to as ‘Parties’].
The Proposed Combination was initially filed as Combination Registration No. C-2023/10/1061. However, the Notice exhibited certain deficiencies and information gaps necessary for the assessment of the Proposed Combination under the provisions of the Act. Accordingly, the Commission invalidated the Notice in terms of Regulation 14(2A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (‘Combination Regulations’) and directed the Acquirers to file a fresh notice with complete details.
IIHL, a Global Business License (Category 1) company incorporated in the Republic of Mauritius, is regulated by the Financial Services Commission of Mauritius. The principal activity of IIHL is investment holding whereby IIHL holds shares in different companies spread across sectors. IIHL does not manufacture, supply, distribute, or sell any products or provide any services. IIHL and its entities in India are part of Mr. Ashok P. Hinduja (Hinduja Group). IIHL holds shares in the following companies namely; IndusInd Bank Limited, NxtDigital Limited, Afrinex Limited, Beryllus Capital Holdings Pte. Ltd., Sterling Bank & Trust Limited, IIHL (BFSI) India Limited, IndusInd Finance Limited, and IIHL Capital Limited. It has been submitted that from the aforesaid entities only IndusInd Bank Limited and NxtDigital Limited are present in India.
Aasia is a limited liability partnership based in India. The partners and their respective holding in Aasia are Mr. Ashok P. Hinduja holding 90%, Mrs. Harsha A. Hinduja holding 5%, and Mr. Shom A. Hinduja holding 5%.
RCL is registered as a Non-Banking Financial Company Core Investment Company (CIC) – Non-Deposit Taking Systemically Important (NBFC-CIC-ND-SI) under Section 45-IA of the Reserve Bank of India Act, 1934. As a NBFC-CIC-ND-SI, RCL is primarily an investment holding company, having investments in its subsidiaries, associates, and other companies. RCL’s subsidiaries and associates are engaged in a wide array of businesses in the financial service including that of insurance.
Based on the submissions, the Commission observed that the Acquirers through IndusInd Bank engaged in the distribution of insurance policies in India and the Target through its subsidiaries viz., Reliance General Insurance Company Limited (Reliance General Insurance), Reliance Nippon Life Insurance Company Limited (Reliance Life Insurance) and Reliance Health Insurance Company Limited (Reliance Health Insurance), engaged in the distribution of insurance products. Therefore, the activities of Parties exhibit horizontal overlaps in the; a) market for distribution of general insurance products in India (General Insurance Distribution Market); b) market for distribution of life insurance products in India (Life Insurance Distribution Market); and market for distribution of health insurance products in India (Health Insurance Distribution Market).
With regard to vertical overlaps, the Commission observed that Target through its subsidiaries, is present in the upstream market of the provision of insurance products in India, and Acquirers, through IndusInd Bank, is present in the downstream market of distribution of insurance products in India. Therefore, the activities of Parties also exhibit vertical overlaps in the; a) upstream market for the provision of general insurance products in India (General Insurance Market); and downstream market for distribution of general insurance products in India (General Insurance Distribution Market); b) upstream market for provision of life insurance products in India (Life insurance market); and downstream market for distribution of life insurance products in India (Life Insurance Distribution Market); and c) upstream market for provision of health insurance products in India (Health insurance market) and downstream market for distribution of insurance products in India (Health Insurance Distribution Market).
It has been submitted by the Acquirers that there are no other overlaps (horizontal, vertical, or complementary) between the Acquirer entities and Target including its subsidiaries and affiliates.
The Commission decided to leave the exact delineation of the relevant market(s) open as the Proposed Combination is not likely to cause an appreciable adverse effect on competition in any of the plausible relevant market(s) because of the reasons mentioned subsequently. The Commission noted that the combined market shares of Acquirers and their entities and Target entities are insignificant in all of the relevant markets/segments in the Insurance sector as mentioned above.
With regards to the other entities of Target which are also part of the Proposed Combination, the Commission observed that Target and its such entities have a very insignificant presence and the net worth of many of these entities has completely eroded.
Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.
This order may be revoked if, at any time, the information provided by 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 this order to Acquirers.
