Adani Ports and Special Economic Zone Limited — Combination C-2021/04/828

Notice under Section 6 (2) of the Competition Act, 2002 given by Adani Ports and Special Economic Zones Limited

CORAM: Mr. Ashok Kumar Gupta Chairperson

Ms. Sangeeta Verma Member

Mr. Bhagwant Singh Bishnoi Member

Order under Section 31(1) of the Competition Act, 2002

1. On 6th April 2021, the Competition Commission of India (“Commission”) received a notice under Section 6(2) of the Competition Act, 2002 (“Act”), filed by Adani Ports and Special Economic Zones Limited (“APSEZ”/ “Acquirer”). The notice was given pursuant to the execution of Share Purchase Agreement (“SPA”) inter alia between the Acquirer, Adani Krishnapatnam Port Limited (Target), Mr. Chinta Sasidhar and Vishwa Samudra Holdings Pvt. Ltd., on 4th April 2021.

2. The Acquirer currently holds 75% of the shareholding in Target along with management control. The Proposed Combination envisages acquisition of the remaining 25% shareholding of the Target by the Acquirer. As a result of the Proposed Combination, the Acquirer would hold 100% of the shareholding and sole control over the Target. The Commission had approved the earlier acquisition of 75% shareholding in the Target (“Initial Acquisition”) vide its order dated 22nd July 2020 under Section 31(1) of the Act in Combination Registration C-2020/02/726.

3. The Acquirer is a private multi-port operator, which provides integrated port infrastructure services. The facilities of Acquirer are said to be equipped with the latest infrastructure capable of handling large vessels. The Acquirer inter alia provides the following services through the ports operated by it; (i) full marine services including pilotage & towage of vessels, berthing and de-berthing; (ii) cargo handling services -loading and unloading of cargo from vessels, movement of cargo to and from port stack yard to berth and vice-versa, storage for cargo, loading and unloading of cargo onto trucks or railway rakes for transportation; and (iii) value added services such as bagging and packaging. The Acquirer manages complete logistics chain through its subsidiary viz. Adani Logistics Limited (ALL), which is an asset and service based end-to-end logistics service provider across container, bulk, breakbulk, and liquid industries. ALL operates multi-model logistics parks located at Patli (Haryana), Kila-Raipur (Punjab), Kanech (Punjab) and Kishangarh (Rajasthan). The Acquirer also provides dredging and reclamation solutions primarily for port and harbour construction. It currently operates a fleet of dredgers in India. Besides these, the Acquirer also has a large fleet of support vessels and equipment such as multi utility crafts, survey vessels, floating cranes, jack up barges, etc.

4. The Target is engaged as a developer and operator of an all-weather, deepwater multi-purpose port located at Krishnapatnam, Andhra Pradesh, under a 30 year (extendable for a period of another 20 years in 2 blocks of 10 years each) Build-Operate-Share-Transfer concession from the Government of Andhra Pradesh. It provides integrated cargo handling and marine services including but not limited to pilotage, berth hire, wharfage, stevedoring, railway rake loading, transporting, storing and other activities within the port premises.

5. The Proposed Combination results in joint control to sole control of the Target. The Commission notes that the factors governing the assessment of the Proposed Combination and the Initial Acquisition largely remain the same. Thus in line with the assessment in the above referred order dated 22nd July 2020, the Proposed Combination is also not likely to raise any competition concern.

6. 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 any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

7. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

8. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

9. The Secretary is directed to communicate to the Acquirer accordingly.