Constellation Capital Limited, SA Finvest Limited, Kautilya Monetary Services Private Limited, Naj Builders Private Limited, Green Tech Towers Builders Private Limited, J.B. Realcon Private Limited and Guild Builders Private Limited. — Combination C-2013/04/120
- Case No.C-2013/04/120
Ratio decidendi
The rule this decision rests on
The Commission may approve a combination under s.31(1) where, on the notice and the factors listed in s.20(4), the combination is not likely to have an appreciable adverse effect on competition in India. Where an amalgamation under ss.391–394 of the Companies Act, 1956 leaves the surviving entity holding the same shareholding in a group company as the merging parties jointly held before, and control over both the merging parties and that company rests with the same promoters before and after the merger, the combination is not likely to have such an effect. An approval under s.31(1) is subject to the condition that it stands revoked if the information furnished by the parties is found to be incorrect, and it is without prejudice to other legal or statutory obligations.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
1. On 16th April, 2013, the Competition Commission of India (hereinafter referred to as the “Commission”) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (hereinafter referred to as the “Act”), jointly given by Constellation Capital Limited (hereinafter referred to as “CCL”), SA Finvest Limited (hereinafter referred to as “SFL”), Kautilya Monetary Services Private Limited (hereinafter referred to as “KMSL”), Naj Builders Private Limited (hereinafter referred to as “NBL”), Green Tech Towers Builders Private Limited (hereinafter referred to as “GTTBL”), J.B. Realcon Private Limited (hereinafter referred to as “JBRL”) and Guild Builders Private Limited (hereinafter referred to as “GBL”) (CCL, SFL, KMSL, NBL, GTTBL, JBRL and GBL shall be collectively referred to as “parties to the combination”).
2. The proposed combination relates to the amalgamation of CCL, SFL, KMSL, NBL, GTTBL and JRBL into GBL pursuant to a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. As a result of the proposed combination, GBL would be the surviving entity. The notice was filed pursuant to the approval of the Boards of Directors of each of the parties to the combination, vide their respective resolutions passed on 18th March, 2013.
3. The parties to the combination are companies registered under the Companies Act, 1956 and are stated to hold securities in the group companies for purposes other than trading of such securities. Among the parties to the combination, CCL, SFL and KMSL are registered with the Reserve Bank of India as Non-Banking Financial Companies not accepting public deposits. As per the details provided in the notice, the parties to the combination hold shares in Omaxe Limited (hereinafter referred to as “Omaxe”) and are identified as part of the promoter group of Omaxe. Omaxe is stated to be engaged, amongst other things, in the business of construction, real estate and infrastructure development.
4. The value of assets and turnover of the parties to the proposed combination along with Omaxe meets the threshold for the purpose of Section 5 (c) (i) of the Act.
5. It is observed that pursuant to the proposed combination, GBL would be the surviving entity holding the same shareholding in Omaxe which the parties to the combination together hold currently. Further, control over the activities carried on by the parties to the combination and Omaxe, both before and after the proposed combination, rests with the same promoters. Therefore, the proposed combination is not likely to give rise to any adverse competition concern in India.
6. Considering the facts on record and the details provided in the notice given under sub-section (2) of Section 6 of the Act and the assessment of the combination after considering the relevant factors mentioned in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India and therefore, the Commission hereby approves the combination under sub-section (1) of Section 31 of the Act.
7. This approval is without prejudice to any other legal/statutory obligations as applicable.
8. This order shall stand revoked if, at any time, the information provided by the parties to the combination is found to be incorrect.
9. The Secretary is directed to communicate to the parties to the combination accordingly.
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