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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
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.
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.
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.
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 retail and wholesale level, however, STPL does not currently have any business activities in India or overseas.
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.
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.
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.
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 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.
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.
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.
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 shall stand 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.
