1. Ashoka Buildcon Limited 2. Viva Highways Limited — Combination C-2024/12/1215
- Case No.C-2024/12/1215
Ratio decidendi
The rule this decision rests on
The Commission may approve a combination under Section 31(1) where, on assessment of the factors in Section 20(4), it is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India. Where the parties' activities stand in a vertical relationship, with the acquirer active in upstream EPC services at a market share of [5-10]% and the acquired entities active in downstream operation and maintenance services on road routes that do not overlap with the acquirer's, that opinion may be formed on that basis. The approval is conditional on the accuracy of the information furnished by the acquirers, and the Commission may revoke it if that information is found to be incorrect.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Ashoka Buildcon Limited and Viva Highways Limited
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 3rd December 2024, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), jointly given by Ashoka Buildcon Limited (ABL) and Viva Highways Limited (Viva) [collectively referred to as Acquirers]. The Notice has been given pursuant to execution of the Securities Purchase Agreement between Macquarie SBI Infrastructure Investments Pte. Limited (Macquarie Investments) and SBI Macquarie Infrastructure Trust (SBI Trust) [Macquarie Investments and SBI Trust are hereinafter collectively referred to as the Sellers], ABL, Viva, Ashoka Concessions Limited (ACL), and Jaora Nayagaon Toll Road Company Private Limited (JN) [ACL and JN are collectively referred to as Targets] on 30th October 2024 (SPA).
2. Acquirers, vide communications dated 13th December 2024 and 27th December 2024 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the combination. Acquirers made their submissions vide responses dated 20th December 2024 and 2nd January 2025. The Acquirers also made voluntary submissions dated 13th January 2025.
3. The Proposed Combination envisages the acquisition of the existing shareholding of Sellers in the following manner:
- ACL Transaction: ABL will acquire 34% equity shareholding, and ABL and /or Viva, a subsidiary of ABL, would acquire certain convertible instruments in ACL; and - JN Transaction: Viva will acquire 26% shareholding of JN.
4. ABL is the ultimate controlling entity of the Ashoka Group. In India, ABL is engaged in engineering, procurement and construction (EPC) in different sectors such as highways and bridges, power, railways, construction of residential and commercial, building and sewage treatment plants. It is one of the market players operating in highway development in India. The company operates its road assets in an integrated manner through various models, i.e., EPC, Build, Operate and Transfer (BOT) and Hybrid Annuity Model (HAM) models. It also has business presence in other segments of infrastructure.
5. ACL, a subsidiary of ABL, is active in operation and maintenance of roads and highways in India through its various subsidiaries.
6. JN is a special purpose vehicle (SPV) operating a single road asset.
7. The routes of the highway projects operated by the ACL and ABL’s other road assets do not overlap with each other.
8. ABL is engaged in provision of the EPC services in the roads and highways sector. ACL, through subsidiaries – SPV entities, is active in the business of Operation and Maintenance (O&M) for various road assets. Therefore, ABL’s EPC services for roads and highways in India exhibits a vertical interface with ACL and JN’s O&M services for roads and highways in India. In this regard, the Commission observes that market share ABL for EPC services for roads and highways in India is [5-10]%.
9. 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.
10. This order may stand revoked if, at any time, the information provided by Acquirers is found to be incorrect.
11. The information provided by Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
12. The Secretary is directed to communicate this order to Acquirers.
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