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IndusInd International Holdings Limited, IIHL BFSI (India) Limited, and Aasia Enterprises LLP propose to acquire control and equity shares of Reliance Capital Limited through a corporate insolvency resolution process. The acquirer group entities and the target company notify the proposed combination to the Competition Commission of India under the Competition Act. The transaction involves no direct business overlap between the acquirer and the target, though certain portfolio and subsidiary companies engage in common services such as insurance policy distribution.
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ANNEXURE D
SUMMARY OF THE PROPOSED COMBINATION
[SUMMARY UNDER REGULATION 13 (1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011 (AS AMENDED)]
(A) Name of the parties to the proposed combination
IIHL is the Resolution Applicant and IIHL BFSI is the Implementing Entity. IIHL, IIHL BFSI and Aasia shall be hereinafter jointly referred to as the “Acquirer”.
(B) Nature and purpose of the combination
Due to defaults by RCL in meeting various payment obligations, the Reserve Bank of India (“RBI”) superseded the board of RCL, and appointed the Administrator in exercise of the powers conferred to it under Section 45-IE (1) and (2) of the Reserve Bank of India Act, 1934. Thereafter, the RBI filed an application under Section 227 read with clause (zk) of sub-section (2) of Section 239 of the IBC read with Rules 5 and 6 of the FSP Rules to initiate a corporate insolvency resolution process of RCL. The Mumbai bench of National Company Law Tribunal (“NCLT Mumbai”), vide its order dated December 06, 2021, directed that the Corporate Insolvency Resolution Process in respect of RCL (“CIRP”) be commenced and Mr. Nageswara Rao Y was appointed as the Administrator under the IBC read with the FSP Rules to perform all the functions of an interim resolution professional / resolution professional to complete the CIRP of RCL. The Acquirer proposes to acquire the control of the Target by acquiring the shares of the Target. (“Proposed Combination”).
The Proposed Combination is being notified to the Commission under Section6(2) read with Section 5(a)(i)(B) of the Competition Act, 2002, which prescribes the filing of a form with the Commission for acquisition of shares, assets, control or voting rights, if (i) the value of the combined assets of RCL and the Acquirer in India or outside India exceeds the value of five hundred million US dollars, including at least rupees five hundred crores in India, or, (ii) the value of the combined turnover of RCL and the Acquirer exceeds fifteen hundred million US dollars, including at least rupees fifteen hundred crores in India.
IIHL will be the Resolution Applicant, IIHL BFSI is the implementing entity and will acquire the equity shares of RCL.
(C) Products, services and business(es) of the parties to the combination
IIHL is a public company incorporated in Mauritius on October 4, 1993 and holds a global business license. IIHL is a Global Business License (Category 1) licensee company incorporated in the Republic of Mauritius and 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 holds shares in the following companies 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.
RCL was incorporated on March 5, 1986 and is registered as Non-Banking Financial Company Core Investment Company (‘CIC’) – Non-Deposit Taking Systemically Important (NBFC-CIC-ND-SI) under Section 45-IA of Reserve Bank of India Act, 1934. As a CIC, RCL is primarily a holding company, holding investments in its subsidiaries, associates, and other group company(s). RCL’s subsidiaries and associates are engaged in a wide array of businesses in the financial service sector.
(D) Respective markets in which the parties operate
The Acquirer has its registered office in the Republic of Mauritius.
The principal business activity of the Acquirer is investment holding whereby IIHL holds shares in different companies spread across sectors.
The Target has its registered office in the state of Maharashtra, India.
The Target is a Non-Banking Financial Company Core Investment Company (‘CIC’) – Non-Deposit Taking Systemically Important (NBFC-CIC-ND-SI).
The Target is primarily a holding company, holding investments in its subsidiaries, associates, and other group company(s).
The Acquirer has no presence in the market in which the Target operates.
The Target has no presence in the market in which the Acquirer operates.
Given that the Acquirer does not operate in the market in which the Target operates, there is no overlap in the relevant geographic market and further the Acquirer holds investments in various companies spread across various sectors and similarly the Target being a NBFC-CIC-ND-SI is holding investments in its subsidiaries and group companies. There is no overlap and no relevant market is required to be delineated on the basis of any overlaps.
However, the services provided by the companies in which IIHL holds equity shares namely IndusInd Bank Limited and services provided by the companies in which RCL hold equity shares namely, Reliance General Insurance Company Limited, Reliance Nippon Life Insurance Company Limited and Reliance Health Insurance Limited deal in certain common services like in distribution of insurance policies.
Accordingly, since the companies in which IIHL and RCL hold equity shares deal in certain common services there is a horizontal overlap due to the operations of such entity and not due to the operations of the Acquirer and the Target.
Given that there are no overlaps between the Parties to the Proposed Combination, the Proposed Combination does not raise any risk of an appreciable adverse effect on competition in any relevant markets in India.
Therefore, the Proposed Transaction is being notified under the terms of Regulation 5(2) of the Competition Commission of India (Procedure in regard to the transaction of Business relating to Combinations) Regulations, 2011 (as amended).
In light of the above, the Acquirer submits and requests that the Hon’ble Commission need not reach a firm conclusion on the delineation of the relevant market for the purpose of assessing the Proposed Transaction.
