Aceville Pte. Ltd., Singapore — Combination C-2017/04/501
- Case No.C-2017/04/501
Ratio decidendi
The rule this decision rests on
Where a notice under section 6(2) is filed, the Commission may approve the combination under section 31(1) if, on the information in the notice and an assessment of the section 20(4) factors, it is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India. Where the parties have no horizontal overlap and no vertical relationship in the production chain, the combination is not likely to have an appreciable adverse effect on competition on that basis. An approval under section 31(1) is conditional on the accuracy of the information furnished by the parties and stands revoked 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 given by Aceville Pte. Ltd.
CORAM: Augustine Peter Member Mr. U. C. Nahta Member Mr. G. P. Mittal Member
Legal Representative: M/s Platinum Partners
Order under Section 31(1) of the Competition Act, 2002 1. On 12th April, 2017, the Competition Commission of India (hereinafter referred to as the “Commission”) received a notice filed by Aceville Pte. Ltd. (“Aceville”) under sub-section (2) of Section 6 read with sub-section (a) of Section 5 of the Competition Act, 2002 (“Act”) pursuant to a Subscription Deed dated 17th March, 2017 entered into between, inter-alia, Aceville and Flipkart Limited (“Flipkart”). (Hereinafter, Aceville and Flipkart are collectively referred to as “Parties).
2. The proposed combination relates to acquisition of up to 6.02% of the fully diluted paid-up share capital of Flipkart by Aceville. Further, in order to maintain its ownership percentage i.e. 6.02% in Flipkart, Aceville may subscribe to additional shares of Flipkart in future. Aceville is also entitled to nominate a director on the board of Flipkart.
3. Aceville, a private company incorporated in Singapore, is an investment holding company. It is inter-alia, engaged in (i) providing internet access; and (ii) providing internet data centre services. It is wholly owned subsidiary of TCH Delta Limited
COMPETITION COMMISSION OF INDIA For Greater Good and its ultimate parent company is Tencent Holdings Limited (“Tencent”), a company incorporated in the Cayman Islands and is inter-alia, engaged in the provision of value-added services and online advertising services in China.
4. Flipkart, a public company incorporated in Singapore, is an investment holding company. Through its direct and indirect subsidiaries, it is inter-alia, engaged in the business of wholesale cash and carry of goods, and providing marketplace based e-commerce platforms to facilitate trade between customers and sellers.
5. It is stated in the notice that there is no horizontal overlap between the Parties. Further, the Commission observed that Parties are not engaged in any activity which can be regarded as being at different stages or levels of the production chain and therefore, there is no vertical relationship between them.
6. Considering the facts on record, details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment of the proposed combination on the basis of the factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the proposed combination is not likely to have any appreciable adverse effect on competition in India and therefore, the Commission, hereby, approves the same under sub-section (1) of Section 31 of the Act.
7. This order shall stand revoked if, at any time, the information provided by the Parties is found to be incorrect.
8. The information provided by the parties shall be treated as confidential in terms of and subject to the provisions of Section 57 of the Act.
9. The Secretary is directed to communicate to the parties accordingly.
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