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The Competition Commission of India approves the acquisition of a 10 percent shareholding in Tata Play Limited by Tata Sons Private Limited. Tata Sons presently holds a 70 percent shareholding in Tata Play through direct holdings and TS Investments Limited. The proposed combination involves the acquisition of additional shares from Baytree Investments (Mauritius) Pte. Ltd. pursuant to a share purchase agreement. The Commission concludes that the combination is not likely to cause an appreciable adverse effect on competition in India due to insignificant combined market shares and the presence of other competitors. The approval is subject to the condition that the order may be revoked if the information provided by the acquirer is found to be incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1235
17th March 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Tata Sons Private Limited
CORAM:
Ms. Ravneet Kaur Chairperson
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 23rd January 2025, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) given by Tata Sons Private Limited (‘Acquirer’ / ‘Tata Sons’). The Notice was filed pursuant to the execution of Share Purchase Agreement dated 27th September 2024 between Tata Sons and Baytree Investments (Mauritius) Pte. Ltd. (‘Seller’ / ‘Baytree’).
The Proposed Combination envisages the acquisition of 10% shareholding in Tata Play Limited (‘Target’ / ‘Tata Play’) by Tata Sons from Baytree. It is submitted that Tata Sons presently (directly and through TS Investments Limited) holds 70% shareholding in Tata Play and the Proposed Combination is an acquisition of additional shares by Tata Sons in its subsidiary (hereinafter, Tata Sons and Tata Play are collectively referred to as ‘Parties’).
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 4th February 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 13th February 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 20th February 2025 and the response dated 4th March 2025 was furnished by the Acquirer, after seeking an extension of time. The Acquirer also submitted certain voluntary submissions vide emails dated 3rd February 2025 and 26th February 2025.
Tata Sons, the ultimate holding company of Tata group, is an investment holding company, which is registered as a core investment company with the Reserve Bank of India and classified as a ‘Systemically Important Non-Deposit Taking Core Investment Company’. Tata Sons group operates in multiple sectors including technology, steel, automotive, consumer and retail, infrastructure, financial services, aerospace and defence, tourism and travel, telecom and media, trading, and investments.
Tata Sons is engaged in the provision of wired broadband internet services (‘Wired BIS’) and wireless broadband internet services (‘Wireless BIS’) through three affiliates, namely, Tata Teleservices Limited (‘TTL’), Tata Communications Limited (‘TCL’) and Nelco Limited (‘Nelco’) (collectively, ‘Tata Sons Affiliates’). A subsidiary of Tata Sons, namely Tejas Networks Limited (‘TNL’), is also engaged in the business of telecom and broadband network management solutions.
Tata Play, formerly known as Tata Sky, is a subsidiary of Tata Sons. It is a content distribution platform providing Pay TV and Over-the-top (‘OTT’) services. It provides Direct-to-Home (‘DTH’) television, offering broadcaster’s satellite television channels and platform services across genres and languages. Tata Play also provides Tata Play Binge, an OTT platform that brings diverse and popular OTT apps on a single user interface while providing the benefit of a single subscription and single payment. It is also engaged in the provision of internet services through its subsidiary, Tata Play Broadband Limited (‘TPBL’).
Based on the information provided in the Notice, the Parties through their affiliates exhibit horizontal overlaps in the provision of Wired BIS in India. At a narrower level, the entities exhibit overlap in various telecom circles namely, Mumbai, Karnataka, Delhi, Rajasthan, Maharashtra, Tamil Nadu, and Kolkata.
Further, Tata Play is engaged in content distribution inter alia through its platform Tata Play Binge. The Wired BIS and Wireless BIS provided by certain Tata Sons Affiliates could be used to access this platform. Accordingly, the Parties exhibit complementary overlap. Additionally, TNL has vertical relationship with Target.
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 in any of the plausible relevant market(s) in India.
Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the provision of Wired BIS is insignificant. Further, the presence of the Parties at each of the overlapping circles is not such so as to cause any competition concerns and the Wired BIS market/segments is characterised by the presence of other players such as Reliance Jio Infocomm Limited and Bharti Airtel Limited.
Further, the Commission noted that the existing supply arrangements/related party transactions, vertical overlaps, and complementary relationships between the Parties are not such so as to raise any competition concerns.
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 appreciable adverse effect on competition 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 Acquirer is found to be incorrect.
The information provided by the Acquirer 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 Acquirer accordingly.
