Chubb Alba Control Systems Limited, New Delhi, India — Combination C-2016/12/465

31st January, 2017 Notice under Section 6 (2) of the Competition Act, 2002 given by Chubb Alba Control Systems Limited

CORAM:

Mr. Devender Kumar Sikri Chairperson

Mr. S.L. Bunker Member

Mr. Sudhir Mital Member

Mr. Augustine Peter Member

Mr. U.C. Nahta Member

Mr. G.P. Mittal Member

Legal Representative: Shardul Amarchand Mangaldas & Co.

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

1. On 16th December, 2016, the Competition Commission of India (hereinafter referred to as the “Commission”) received a notice given by Chubb Alba Control Systems Limited (“Chubb Alba”), pursuant to a Business Transfer Agreement dated 30th November, 2016, entered into between Chubb Alba and Wipro Limited (“Wipro”). (Hereinafter, Chubb Alba and Wipro are collectively referred to as “Parties”).

COMPETITION COMMISSION OF INDIA For Greater Good

2. The proposed combination, filed under sub-section (2) of Section 6 read with sub-section (a) of Section 5 of the Competition Act, 2002 (“Act”), relates to business transfer of Eco Energy business unit (“Target Business”) of Wipro to Chubb Alba on a slump sale basis. 3. Chubb Alba, a public limited company registered in India, is a subsidiary of United Technologies Corporation (“UTC”) of USA. It is in the business of providing products and services relating to integrated security systems in India, which inter-alia, include designing, installation, integration and servicing of electronic security equipments. UTC Climate, Controls & Security (“UTC CCS”), a business segment of UTC, is engaged in the business of energy management services. 4. Wipro, a public limited company registered in India, is engaged inter-alia, in providing information technology solutions and services. Wipro Eco Energy, a business unit of Wipro, is engaged in providing energy management services. 5. The Commission observed that the proposed combination pertains to the ‘Building Energy Management System’ (“BEMS”).

BEMS is a system of computer-aided tools to monitor, control, and optimize a building’s energy needs. 6. It is noted that there is no horizontal overlap between the activities of the Parties. However, there is an overlap between the operations of UTC CCS and Wipro Eco Energy, in the segment of energy management services of BEMS. 7. The Commission observed that Target Business and UTC CCS have insignificant market presence in the energy management services of BEMS in India for the year 2015-16 and there are other players engaged in provision of energy management services relating to BEMS such as Honeywell, Schneider, Siemens, Johnson Controls Inc. and Trane in India. 8. As submitted in the notice, there are no vertical relationships between the activities of the Parties. 9. 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 factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the COMPETITION COMMISSION OF INDIA For Greater Good 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.

10. This order shall stand revoked if, at any time, the information provided by the Parties is found to be incorrect. 11. The information provided by the Parties 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 to the Parties accordingly.