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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2024/08/1178
24th September 2024
Notice under Section 6(2) of the Competition Act, 2002 given by TVS Holdings Ltd.,
Srinivasan Trading Private Limited, Mr. K. Gopala Desikan, Mr. Anuraag Agarwal,
Mr. V. Ganesh, GWC Family Fund Investments Pte. Ltd., and PI Opportunities Fund-
II
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
1. On 23rd August 2024, the Competition Commission of India (Commission) received a notice
under Section 6(2) of the Competition Act, 2002 (Act), given by TVS Holdings Ltd. (TVSH),
Srinivasan Trading Private Limited (STPL)1, Mr. K. Gopala Desikan, Mr. Anuraag Agarwal,
Mr. V. Ganesh, GWC Family Fund Investments Pte. Ltd. (GWCF), and PI Opportunities
Fund-II (PIOF). Subsequent to filing of notice, certain additional submissions were made on
13th September 2024.
1As submitted, the name of ‘Srinivasan Trading Private Limited’ has changed to ‘STPL Trading and Services
Private Limited’ and therefore any reference to Srinivasan Trading Private Limited in this order may be read
accordingly.
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2. The notice relates to proposed acquisition of: (i) 80.74%, 8.47% and 10.79% stake (on a fully
diluted basis) of Home Credit India Finance Private Limited (Home Credit/Target) by each
of TVSH, STPL, and PIOF, respectively, together representing one hundred per cent (100%)
of the issued and paid-up share capital of the Target (HC Transaction); and (ii) 2.598%,
4.3029%, 2.6994% and 90.4004% of the equity share capital of STPL by Mr. K. Gopala
Desikan, Mr. Anuraag Agarwal, Mr. V. Ganesh, and GWCF respectively (STPL
Transaction) [TVSH, STPL, and PIOF are collectively referred to as the “HC Acquirers”;
and Mr. K. Gopala Desikan, Mr. Anuraag Agarwal, Mr. V. Ganesh, and GWCF are
collectively, the “STPL Acquirers”; HC Acquirers and STPL Acquirers are collectively
referred to as the “Acquirers”; and HC Transaction and STPL Transaction is collectively,
the “Proposed Combination”]. The Proposed Combination will be executed through a series
of documents which, inter alia, include: (i) Sale and Purchase Agreement dated 10th May
2024 (SPA) executed, by and between, inter alia, Home Credit and HC Acquirers for the HC
Transaction; and (ii) Letter Agreement dated 20th August 2024 (Letter Agreement)
executed, by and between, inter alia, the STPL Acquirers and STPL for the STPL
Transaction.
3. TVSH (formerly known as Sundaram Clayton Limited - SCL), a publicly listed company, is
a Reserve Bank of India registered Core Investment Company to carry on the business of a
Non-Banking Financial Institution without accepting public deposits. VS Trust and Mr. Venu
Srinivasan (VS) (who is the trustee of VS Trust) hold 57.01% and 6.79% shareholding of
TVSH. As submitted, TVSH may be considered to belong to the group of VS Trust. TVSH
has holdings in multiple downstream subsidiaries, which taken together comprise the TVSH
group (TVSH Group). The TVSH Group is broadly engaged in the manufacturing and
distribution of automotive components, the supply of aluminium die castings to automotive
and non-automotive sectors, the manufacture and sale of two-wheelers, financial services
including lending activities, and real estate.
4. STPL is a company incorporated under the Companies Act, 2013 and is held by VS Trust
and Srinivasan Trust. As submitted, STPL may also be seen as belonging to the group of VS
Trust. STPL has been incorporated with the objective of trading goods and securities at a
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retail and wholesale level, however, STPL does not currently have any business activities in
India or overseas.
5. Mr. K. Gopala Desikan, Mr. Anuraag Agarwal, and Mr. V. Ganesh are natural persons.
GWCF is an investment-centric entity controlled by Mr. Sudarshan Venu, who holds 100%
of its equity share capital.
6. PIOF is a Category-I alternative investment fund registered with the Securities and Exchange
Board of India, and is indirectly controlled by Mr. Azim Premji. The entities owned and
controlled by Mr. Azim Premji which manage the investment corpus of the Azim Premji
Foundation are collectively referred to as “Premji Invest” or the “Premji Invest Group”.
Premji Invest serves as the private equity and venture capital investment arm of the Azim
Premji Foundation, and has investment experience in India across various sectors, including
financial services, in both listed and unlisted companies. PIOF is an affiliate of Premji Invest
and PI Investment Advisory LLP is the Investment Manager of PIOF.
7. Home Credit is a part of the Home Credit Group, which is an international consumer finance
provider operating in Europe and Asia (Home Credit Group). Home Credit is registered as
a Non-banking Financial (Non-Deposit Accepting or Holding) Company with the Reserve
Bank of India and is primarily engaged in the business of retail financing.
8. Home Credit is engaged in provision of retails loans and lending services which can be
further segmented as personal loans and lending services and consumer durable loans and
lending services. Apart from lending services, Home Credit provides certain standalone
value-added services viz., value-added health services, wallet protect etc. through its partners
and is also engaged in affiliate lead generation services for: (i) home loans, (ii) credit cards,
(iii) online fraud protection, (iv) health services, and (v) credit health score. For the purpose
of competition assessment of the Proposed Combination, the overlaps have been mapped
considering the aforesaid activities of Home Credit vis a vis the activities of HC Acquirers
and GWCF and their controlling shareholders (including their Affiliates) and the activities
of STPL Acquirers. As noted, TVS Credit Services Ltd. (TVSC) (an indirect subsidiary of
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TVSH) and certain entities of Premji Invest Group viz., Shubham Housing Development and
Finance Company Limited; Finnov Private Limited; Mintifi Private Limited; Krazybee
Services Private Limited; Orocorp Technologies Private Limited (collectively, ‘PI Portfolio
Entities’) are also engaged in the activities forming part of retail loans and lending services.
Considering the same, the Proposed Combination is observed to lead to horizontal overlaps
in the segment of retail loans lending services and sub-segments of consumer durable loans
and personal loans. The Proposed Combination has been thus assessed accordingly.
9. The Commission noted the presence of TVSC, PI Portfolio Entities and Home Credit and
observed that their combined market share is less than 5 percent in the segment of retail loans
and lending services and the sub-segment of personal loans and less than 10 percent in the
sub-segment of consumer durables loans which is insignificant to cause any change in
competition dynamics. Further, each of the aforesaid segment/sub-segment is characterized
by presence of significant competitors viz., HDFC Bank, Axis Bank, ICICI Bank, Bajaj
Finance etc. Considering the insignificant overall presence, negligible presence of Home
Credit, and constraints from other significant competitors, the Proposed Combination is not
likely to result in appreciable adverse effect on competition (AAEC) irrespective of the
manner in which the relevant market is delineated and accordingly, the Commission decides
to leave precise delineation of the relevant market(s) open.
10. The Commission further noted certain potential complementary linkages in terms of the
Home Credit’s lead generation services and certain business activities proposed to be
undertaken by TVSH’s Affiliates. However, considering the nature and dynamics of lead
generation services and that the aforesaid linkages are notional at this stage, the Commission
is of the view that such linkages are not likely to cause any significant change in competition
dynamics and are not required to be assessed further.
11. 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
