HDFC Limited, HDFC Bank, HDFC Holdings and HDFC Investments — Combination C-2022/06/942

Notice under Section 6(2) of the Competition Act, 2002 jointly filed by Housing Development Finance Corporation Limited, HDFC Bank Limited, HDFC Holdings Limited and HDFC Investments 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 20.06.2022, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly filed by Housing Development Finance Corporation Limited (HDFC Limited), HDFC Bank Limited (HDFC Bank), HDFC Holdings Limited (HDFC Holdings) and HDFC Investments Limited (HDFC Investments). [Hereinafter, HDFC Limited, HDFC Bank, HDFC Holdings and HDFC Investments are collectively referred to as the „Parties‟].

2. The notice has been filed pursuant to Implementation Agreement dated 04.04.2022 entered into between HDFC Limited and HDFC Bank.

Combination Registration No. C-2022/06/942

3. The proposed combination involves a two-step amalgamation process:

Step 1: Amalgamation of HDFC Investments and HDFC Holdings into and with HDFC Limited, such that HDFC Limited will be the surviving entity post this step; and Step 2: Amalgamation of the amalgamated HDFC Limited into HDFC Bank, such that HDFC Bank will be the surviving entity post this step.

Steps 1 and 2 above together constitute the Proposed Combination. It is submitted that, as a result of the Proposed Combination, the entire business of the HDFC group, which is currently held by HDFC Limited as its ultimate holding entity, will be subsumed with and into HDFC Bank to the extent contemplated under the Scheme.

4. In terms of Regulation 14 of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), the Commission, vide communication dated 05.07.2022, sought certain information(s)/clarification(s), inter alia, relating to the activities of the Parties; the response to the same was received on 11.07.2022. As the response received was incomplete in certain respects, therefore, in continuation to letter dated 05.07.2022, another communication dated 19.07.2022 was sent. The response to the same was received on 25.07.2022. Further, certain clarifications were also received on 10.08.2022.

Description of Parties

5. HDFC group: It is stated in the notice that HDFC group collectively refers to HDFC Limited (as the ultimate holding company and the single largest shareholder of HDFC Bank) and its subsidiaries, associate entities and joint venture entities which, together, are a group of entities primarily active in the provision of financial services in India. Further, it is submitted that whilst, as of 31 March 2022, the total direct and indirect shareholding of HDFC Limited in HDFC Bank is 21%, the total voting rights held by HDFC Limited directly and indirectly in HDFC Bank is 25.83%. Hence, HDFC Limited and HDFC Bank

Combination Registration No. C-2022/06/942 do not form part of the same “group” as understood in terms of the Act. It is clarified that, whilst HDFC Bank is considered an associate entity of HDFC Limited, the two entities are required to maintain an arm‟s length relationship in accordance with the applicable regulatory framework.

6. HDFC Limited is a public limited company incorporated under the Companies Act, 1956 and its shares are listed on the NSE and BSE. It is a housing finance company registered with the National Housing Bank (NHB) and is primarily engaged in the business of providing finance to individuals, corporates and developers for the purchase, construction, development and repair of houses, apartments and commercial properties in India. It also has overseas representative offices in London, Singapore and Dubai to service non-resident Indian customers in these locations.

7. HDFC Bank is a public limited company incorporated under the Companies Act, 1956 and its shares are listed on the NSE and BSE. HDFC Bank is also registered with the Reserve Bank of India (RBI) as a banking company and is engaged in the business of providing a range of banking and financial services, including retail banking, wholesale banking and treasury operations, through various branches in India. Further, in order to address the needs of non-resident Indian clients and Indian corporates, HDFC Bank also has branches and representative offices outside India.

8. HDFC Investments is a public limited company incorporated under the Companies Act, 1956. It is primarily engaged in the business of making investments in equity shares, preference shares, venture funds, mutual funds and other securities. It is registered with the RBI as a Systemically Important Non-Deposit Taking Non-Banking Financial Company (NBFC). It is submitted that HDFC Investments holds investments outside India as well and also has a wholly owned subsidiary in Singapore, i.e., Griha Pte. Limited.

9. HDFC Holdings is a public limited company incorporated under the Companies Act, 1956. It is primarily engaged in the business of making investments in equity shares, preference shares, venture funds, mutual funds and other securities. It is registered with Combination Registration No. C-2022/06/942

RBI as a Systemically Important Non-Deposit Taking NBFC. HDFC Holdings holds investments outside India as well and also has a wholly owned subsidiary in Mauritius, i.e., Griha Investments.

Horizontal Overlaps

10. The Parties have submitted that, at the broadest level, both HDFC Limited and HDFC Bank are part of the financial services sector in India; however, the focus of their activities is distinct. While HDFC Limited is an NBFC that is primarily engaged in the provision of home loans, HDFC Bank is a scheduled commercial bank that is primarily focused on the provision of banking services in India.

11. With respect to horizontal overlaps between the activities of the Parties, it is submitted that the overlaps in activities of the Parties/their respective group entities/their affiliates pertain to provision of deposit taking services in India, loans and lending services in India (including various narrower segments), enrolment/distribution of NPS in India and IT services in India.

12. Provision of deposit taking services in India: It is submitted that both HDFC Limited and HDFC Bank can accept deposits and are engaged in the provision of deposit taking services. The relevant geographic market for provision of deposit taking services can be considered at a pan-India level. Accordingly, broadly, the relevant market can be defined as the “market for provision of deposit taking services in India” (Relevant Market 1). Further, HDFC Bank provides term deposits, current deposits (also known as current accounts) and savings deposits (also known as savings accounts), and HDFC Limited provides only term deposits. Accordingly, the activities of the Parties overlap in the narrower segment for “provision of term deposit taking services”. Thus, the narrower relevant market can be defined as “market for provision of term deposit taking services in India” (Narrow Relevant Market).

Combination Registration No. C-2022/06/942

13. Provision of loans and lending services in India: Based on the overlapping services of HDFC Limited and its group entities/their affiliates on the one hand and HDFC Bank and its group entities/their affiliates on the other in relation to provision/distribution of loans and lending services in India, the Parties have submitted that the relevant horizontal product markets may be considered as: (a) Broad market for provision of loans and lending services; (b) the narrow market for provision of retail loans and (c) the narrow market for provision of non-retail loans. The narrow market for provision of retail loans can be further segmented into: (a) narrower market for provision of loans against property, (b) narrower market for provision of auto loans, (c) narrower market for provision of education loans and (d) narrower market for provision of consumer durables. Of these, the narrower market for provisions of auto loans can be further sub-segmented into market for provision of two-wheeler loans, market for provision of four-wheeler passenger car loans and market for provision of commercial vehicle loans. Further, the narrow market for provision of non-retail loans can be further segmented into: (a) narrower market for provision of infrastructure loans/project finance and (b) narrower market for provision of loans against rental receivables. It is further submitted that the relevant geographic market for the provision of loans and lending services as well as each of its above-mentioned segmentations can be considered at a pan-India level. On the basis of the above, the Parties have defined the relevant markets as: A. Broad market for provision of loans and lending services in India (Relevant Market 2) B. Narrow market for provision of retail loans in India, further segmented into: i. Narrower market for provision of loans against property in India ii. Narrower market for provision of auto loans in India, which can be further sub-segmented into a. market for provision of two-wheeler loans in India b. market for provision of four-wheeler passenger car loans in India c. market for provision of commercial vehicle loans in India iii. Narrower market for provision of education loans in India iv. Narrower market for provision of consumer durables in India C. Narrow market for provision of non-retail loans in India, further segmented into:

Combination Registration No. C-2022/06/942 i. Narrower market for provision of infrastructure loans/project finance in India ii. Narrower market for provision of loans against rental receivables in India

14. Enrolment / distribution of NPS in India: With respect to the horizontal overlap in the pension fund-related activities in India of HDFC Limited/its group entities/their affiliates on the one hand and HDFC Bank/its group entities/their affiliates on the other, it is submitted that the relevant product market for this horizontal overlap can be considered as “enrolment/distribution of NPS”. Further, the relevant geographic market can be considered at a pan-India level. On the basis of above, the Parties have defined the relevant market as the “market for enrolment/distribution of NPS in India” (Relevant Market 3).

15. Provision of IT Services in India: It is stated in the notice that both HDFC Limited and HDFC Bank have certain affiliates that are engaged in the IT sector in India. These IT services are ancillary to the core businesses that are carried out by HDFC Limited and HDFC Bank and their respective group entities

Vertical Relationships

16. With respect to vertical relationships between the products and services of the Parties, it is submitted that the activities of the Parties/their respective group entities/their affiliates exhibit vertical linkages in relation to loans and lending services, insurance, mutual fund, portfolio management services and pension fund management related activities

17. Loans and Lending Services: In relation to loans and lending services-related activities of HDFC Limited/its group entities/their affiliates on the one hand and HDFC Bank/its group entities/their affiliates on the other, the Parties have identified vertical linkages within the broader market for loans and lending services in India as: (a) provision of housing finance/home loans in India by HDFC Limited and an affiliate of HDFC Limited, i.e., Sewa Grih Rin Limited (at the upstream level) vertically linked with the distribution of housing finance/home loans in India by HDFC Bank and its subsidiary HDB Financial Services Limited (HDB) (at the downstream level); and (b) provision of education loans in Combination Registration No. C-2022/06/942

India by HDFC Credila Financial Services Limited (HDFC Credila), a wholly owned subsidiary of HDFC Limited (at the upstream level) vertically linked with the referral of education loans in India by HDFC Securities Limited (HDFC Securities), a subsidiary of HDFC Bank (at the downstream level). Accordingly, the Parties have defined the relevant markets as: (a) “the upstream market for provision of housing finance/home loans in India” and “the downstream market for distribution of housing finance/home loans in India”; and (b) “the upstream market for provision of education loans in India” and “the downstream market for referral of education loans in India”.

18. Insurance: In relation to insurance-related activities in India of HDFC Limited/its group entities/their affiliates on the one hand (which provide various types of insurance products) and HDFC Bank/its group entities/their affiliates on the other (which distribute various types of insurance products), the Parties have identified vertical linkages as: (a) provision of life insurance products and services in India by HDFC Life Insurance Company Limited, an associate of HDFC Limited (at upstream level) vertically linked with distribution of life insurance products and services in India by HDFC Bank and its subsidiaries, i.e., HDFC Securities and HDB (at the downstream level); and (b) provision of general insurance products and services in India by HDFC ERGO General Insurance Company Limited (HDFC ERGO), an associate of HDFC Limited (at upstream level) vertically linked with distribution of general insurance products and services in India by HDFC Bank and its subsidiaries, i.e., HDFC Securities and HDB (at downstream level). Accordingly, the Parties have defined the relevant markets as: (a) “the upstream market for provision of life insurance products and services in India” and “the downstream market for distribution of life insurance products and services in India”; and (b) “the upstream market for provision of general insurance products and services in India” and “the downstream market for distribution of general insurance products and services in India”.

19. Mutual Funds: In relation to the mutual fund-related activities in India of HDFC Limited/its group entities/their affiliates on the one hand and HDFC Bank/its group entities/their affiliates on the other, the Parties have identified vertical linkage as the provision of mutual funds in India by HDFC Asset Management Company Limited

Combination Registration No. C-2022/06/942 (HDFC AMC), a subsidiary of HDFC Limited (at the upstream level) vertically linked with the distribution of mutual funds in India by HDFC Bank and its subsidiary HDFC Securities (at the downstream level). Accordingly, the Parties have defined the relevant markets as: “the upstream market for provision of mutual funds in India” and “the downstream market for distribution of mutual funds in India”.

20. Portfolio Management Services: In relation to the portfolio management services-related activities of HDFC Limited/its group entities/their affiliates on the one hand and HDFC Bank/its group entities/their affiliates on the other, the Parties have identified vertical linkage as provision of portfolio management services in India by HDFC AMC, a subsidiary of HDFC Limited (at the upstream level) vertically linked with the distribution of portfolio management services in India by HDFC Securities, a subsidiary of HDFC Bank (at the downstream level). Accordingly, the Parties have identified the relevant markets as “the upstream market for provision of portfolio management services in India” and “the downstream market for distribution of portfolio management services in India”

21. Pension Fund Management: In relation to the pension fund-related activities of HDFC Limited/its group entities/their affiliates on the one hand and HDFC Bank/its group entities/their affiliates on the other, the Parties have identified vertical linkage as pension fund management business in India by HDFC Pension Management Company Limited (HDFC Pension) (at the upstream level) vertically linked with the enrolment/distribution of NPS in India by HDFC Bank and its subsidiary HDFC Securities (at the downstream level). Accordingly, the Parties have identified the relevant markets as “the upstream market for pension fund management business in India” and “the downstream market for Enrolment / distribution of NPS in India”.

22. In relation to the relevant markets identified by the Parties, it is noted that certain identified relevant markets could be further sub-segmented; however, the Commission decided to leave the delineation of the relevant market open, as it was observed that the material available on record does not suggest that the proposed combination is likely to cause any competition concern in India.

Combination Registration No. C-2022/06/942

Assessment of the Horizontal Overlaps

23. Provision of deposit taking services in India: Based on the submissions of the Parties, it is noted that the combined market shares of the Parties and/or their respective group entities/ their affiliates is in the range of [5-10] % in terms of value in both Relevant Market 1 as well as Narrow Relevant Market, with a miniscule incremental market share in the range of [0-5] % only in both the markets. Further, there are several players operating in India in both Relevant Market 1 as well as Narrow Relevant Market which include public sector players such as State Bank of India, Punjab National Bank, Canara Bank and Bank of Baroda as well as private sector players such as ICICI Bank Limited.

24. Provision of loans and lending services in India: Based on the submissions of the Parties with respect to Relevant Market 2, it is noted that the combined market shares of the Parties and/or their respective group entities/their affiliates is in the range of [10-15]% (in terms of value) with a miniscule incremental market share in the range of [0-5]% only. Further, there are several players in Relevant Market 2 such as State Bank of India, Punjab National Bank, ICICI Bank Limited and Bank of Baroda, amongst others, providing similar/substitutable loan products.

25. Narrow Market for Provision of Retail Loans in India: Based on the submissions of the Parties with respect to the narrow relevant market for provision of retail loans in India, it is noted that the combined market share of the Parties and/or their respective group entities/their affiliates in terms of value is in the range of [15-20]%, with a low incremental market share in the range of [5-10]%. Further, there are other players such as the State Bank of India, ICICI Bank Limited, LIC Housing Finance, Axis Bank Limited and Shriram Transport Finance Company Limited, among others, providing retail loans in India, who will continue to exert competitive constraints on the amalgamated HDFC Bank.

26. Narrower Market for Provision of Loans Against Property in India: Based on the submissions of the Parties, it is noted that whilst the combined market share of the Parties

Combination Registration No. C-2022/06/942 and/or their respective group entities/their affiliates in the narrower relevant market for provision of loans against property in India is in the range of [15-20]% in terms of value, the incremental market share is miniscule, being in the range of [0-5]% only. Further, there are other players active in the market for loans against property, which is marked by the presence of players such as State Bank of India, IDFC First Bank, Tata Capital, Axis Bank Limited, Kotak Mahindra Bank, IIFL Finance, Edelweiss Financial Services Limited, ICICI Bank Limited, LIC Housing Finance, Piramal Housing Finance and PNB Housing Finance, among others.

27. Narrower Market for Provision of Auto Loans in India: Based on the submissions of the Parties, it is noted that the combined market share of the Parties and/or their respective group entities/their affiliates in the narrower relevant market for auto loans in India and each of its three sub-segments is in the range of [15-20]% in terms of value. However, the incremental market share in the market for provision of auto loans and its sub-segments, namely, market for commercial vehicle loans and four-wheeler passenger car loans, is miniscule, being in the range of [0-5]% only and in the market for provision of two-wheeler loans is low, being in the range of [5-10]%. Further, there are several other players active in the market for provision of auto loans such as Shriram Transport Finance Company Limited, State Bank of India, ICICI Bank Limited and others. Also, in the sub-segments for the provision of two-wheeler, four wheeler passenger car and commercial vehicle loans, there are other players present such as Bajaj Finance, Hero Fincorp, L&T Finance Holdings Limited, State Bank of India, ICICI Bank Limited, Mahindra & Mahindra Financial Services Limited, Shriram City Union Finance Company Limited and Cholamandalam Investment and Finance Company.

28. Narrower Market for Provision of Education Loans in India: Based on the submissions of the Parties, it is noted that the combined market share of the Parties and/or their respective group entities/their affiliates in the narrower relevant market for provision of education loans in India is in the range of [5-10]% in terms of value; however, the incremental share is miniscule, being in the range of [0-5]% only. Further, there are several

Combination Registration No. C-2022/06/942 other players such as State Bank of India, Canara Bank, Union Bank of India, Bank of Baroda and Indian Overseas Bank, among others.

29. Narrower Market for Provision of Loans for Consumer Durables in India: Based on the submissions of the Parties, it is noted that the combined market share of the Parties and/or their respective group entities/their affiliates in the narrower relevant market for provision of loans for consumer durables in India is in the range of [20-25] % in terms of value; however, the incremental market share is miniscule, being in the range of [0-5]% only. Further, there are other players active in the market such as Bajaj Finance Limited, Tata Capital Financial Services and Home Credit Finance, among others.

30. Narrow Market for Provision of Non-Retail Loans in India: Based on the submissions of the Parties, it is noted that the combined market share of the Parties and/or their respective group entities/their affiliates in the narrow relevant market for the provision of non-retail loans in India is in the range of [5-10] % in terms of value; however, the incremental market share is miniscule, being in the range of [0-5]% only. Further, there are other significant players in this market such as State Bank of India, Punjab National Bank, Bank of Baroda, Canara Bank, Rural Electrification Corporation and Power Finance Corporation.

31. Narrower Market for Provision of Infrastructure Loans/Project Finance in India: Based on the submissions of the Parties, it is noted that both the combined as well as the incremental market shares of the Parties and/or their respective group entities/their affiliates in the narrower relevant market for provision of infrastructure loans/project finance in India are in the range of [0-5]% only in terms of value. Further, there are several other players present in the market such as REC Limited, Power Finance Corporation and State Bank of India, among others.

32. Narrower Market for Provision of Loans Against Rental Receivables In India: Based on the submissions of the Parties, it is noted that the combined market shares of the Parties and/or their respective group entities/their affiliates in the narrower relevant market for Combination Registration No. C-2022/06/942 provision of loans against rental receivables in India in terms of value is in the range of [20-25]% with a low incremental market share in the range of [5-10]%. Further, this market has the presence of other players such as State Bank of India, IndusInd Bank, ICICI Bank Limited, Axis Bank Limited, Kotak Bank, Bajaj Housing Finance and Aditya Birla Capital.

33. Enrolment/distribution of NPS in India: Based on the submissions of the Parties, it is noted that the market shares of the Parties and/or their respective group entities/their affiliates in Relevant Market 3 is in the range of [0-5]% both individually and on a combined basis in terms of volume, with a minuscule increment in the range of [0-5]% only. Further, there were over 100 Point of Presence (POP) registered with the Pension Fund Regulatory and Development Authority (PFRDA) for enrolment/distribution of NPS, including known names like Religare Broking Limited, ICICI Securities Limited, Bajaj Capital Limited, IIFL Securities Limited, Muthoot Finance Limited and Edelweiss Broking Limited, amongst others.

34. Provision of IT Services in India: Based on the submissions of the Parties, it is noted that the market shares of the Parties and/or their respective group entities/their affiliates in relation to provision of IT Services in India are in the range of [0-5]% both individually and on a combined basis. Further, there are several other players in the IT services market in India, which include known entities such as TCS, IBM, Wipro, Deloitte and EY, among others.

Assessment of the Vertical Relationships

35. Loan and Lending Services (Housing Finance / Home Loans): Based on the submissions of the Parties, it is noted that the market shares of the HDFC Limited/its group entities/their affiliates in the upstream market for provision of housing finance/home loans in India is in the range [15-20]% in terms of value, and the market share of HDFC Bank/its group entities/their affiliates in the downstream market for distribution of housing finance/home loans in India is in the range of [5-10]% in terms of value. Further, the Combination Registration No. C-2022/06/942 upstream market has the presence of other players such as the State Bank of India, ICICI Bank Limited and LIC Housing Finance Limited, and the downstream market has the presence of other players such as Andromeda Sales and Distribution, Ruloans Distribution Services, Punjab National Bank, Paisabazaar Marketing and Consulting, A&A Dukaan Financial Services (i.e., Bankbazaar), ICICI Securities Limited and India Bulls Housing Finance. Furthermore, the Parties have submitted that, while HDFC Bank/its group entities/their affiliates distribute home loans only for HDFC Limited/its group entities/their affiliates and no other home loan provider, only a proportion of home loans are distributed by the former for the latter. Also, the Proposed Combination will not materially change this situation and there would be no exit, as the amalgamated HDFC Bank would replace HDFC Limited. Accordingly, the Proposed Combination is not likely to change the competition dynamics or raise any foreclosure concerns.

36. Loan and Lending Services (Education Loans): Based on the submissions of the Parties, it is noted that the combined market shares of the Parties in the upstream market for provision of education loans in India is in the range of [5-10]% in terms of value and the market share of HDFC Bank/its group entities/their affiliates in the downstream market for referral of education loans in India is in the range of [0-5]% only in terms of value. Further, the upstream market has presence of several players such as State Bank of India, Canara Bank and Union Bank of India, among others, and the downstream market is characterised by the presence of several distributors, such as A&A Dukaan Financial Services (i.e., Bankbazaar), Imperial Platforms (i.e., Edu loans), Senbonzakura Consultancy (i.e., GyanDhan), Eduvanz Financing and Paisabazaar Marketing and Consulting. Furthermore, the Parties have submitted that, while HDFC Securities is engaged in the referral of education loans solely for HDFC Credila, only a proportion of education loans are distributed by HDFC Securities for HDFC Credila,. Also, the Proposed Combination will not materially change this situation, and there would be no exit as HDFC Credila and HDFC Securities will be continuing their respective activities in the respective upstream and downstream markets. Accordingly, the Proposed Combination is not likely to change the competition dynamics or raise any foreclosure concerns.

Combination Registration No. C-2022/06/942

37. Insurance (Life Insurance): Based on the submissions of the Parties, it is noted that the market shares of the HDFC Limited/its group entities/their affiliates in the upstream market for provision of life insurance products services in India and the market shares of HDFC Bank/its group entities/their affiliates in the downstream market for distribution of life insurance products and services in India are in the range of [5-10]% in terms of value. Further, both the upstream and the downstream market have presence of several players who operate in India, such as Life Insurance Corporation of India, SBI Life Insurance Company Limited, ICICI Prudential Life Insurance Company Limited, Max Life Insurance Company Limited and Bajaj Allianz Life Insurance Company Limited in the upstream market and players such as State Bank of India, Punjab National Bank, ICICI Bank, Bank of Baroda, Union Bank of India, ICICI Securities and Axis Bank Limited in the downstream market.

38. Insurance (General Insurance): Based on the submissions of the Parties, it is noted that the market shares of the HDFC Limited/its group entities/their affiliates in the upstream market for provision of general insurance products and services in India is in the range of [5-10]% in terms of value and the market shares of HDFC Bank/its group entities/their affiliates in the downstream market for distribution of general insurance products and services in India is in the range of [0-5]% only in terms of value. Further, both the upstream and the downstream market have presence of several players who operate in India, such as the New India Assurance Company Limited, United India Insurance Company Limited, National Insurance Company Limited, Agriculture Insurance Company of India Limited and Bajaj Alliance General Insurance Company Limited in the upstream market and players such as Maruti Insurance Broking, Marsh India Insurance Brokers, Aditya Birla Insurance Brokers, Mahindra Insurance Brokers, Aon Global Insurance Brokers and ICICI Bank in the downstream market.

39. Mutual Funds: Based on the submissions of the Parties, it is noted that the market shares of HDFC Limited/its group entities/their affiliates in the upstream market for provision of mutual funds in India is in the range of [10-15]% in terms of value and the market shares of HDFC Bank/its group entities/their affiliates in the downstream market for distribution

Combination Registration No. C-2022/06/942 of mutual funds in India is in the range of [5-10]% in terms of value. Further, both the upstream and downstream markets have presence of several players who operate in India, such as SBI Funds Management Limited, ICICI Prudential Asset Management Company Limited and Aditya Birla Sun Life AMC Limited in the upstream market and State Bank of India, NJ India Invest Private Limited and Axis Bank Limited in the downstream market.

40. Porfolio Management Services: Based on the submissions of the Parties, it is noted that the market shares of the HDFC Limited/its group entities/their affiliates in the upstream market for provision of portfolio management services in India and the market shares of HDFC Bank/its group entities/their affiliates in the downstream market for distribution of portfolio management services in India is in the range of [0-5]% in terms of value. Further, both the upstream and downstream markets have presence of several players who operate in India. In the upstream market, there are over 350 registered portfolio managers, which include players such as Darashaw & Company Private Limited, UTI Asset Management Company Limited, ASK Investment Managers Limited, Motilal Oswal Asset Management Company Limited and White Oak Capital Management Consultants LLP, among others, and in the downstream market, there are several types of distributors providing these services, such as ICICI Bank, Axis Bank Limited, Kotak Bank, IIFL Wealth Management, ASK Wealth Management and ICICI Securities Limited, among others.

41. Pension Fund Management: Based on the submissions of the Parties, it is noted that the market shares of the HDFC Limited/its group entities/their affiliates in the upstream market for pension fund management business is in the range of [0-5]% only in terms of value, and the combined market shares of Parties/their group entities/their affiliates in the downstream market for enrolment/distribution of NPS in India is in the range of [0-5]% only in terms of volume. Further, both the upstream and downstream markets have presence of other players who operate in India, such as SBI Pension Funds Private Limited, LIC Pension Fund Limited and UTI Retirement Solutions Limited, among others, in the upstream market and Religare Broking Limited, ICICI Securities Limited, Bajaj Capital Limited, IIFL Securities Limited and Muthoot Finance Limited, among others, in the downstream market.

Combination Registration No. C-2022/06/942

42. Considering the material on record, including the details provided in the notice given under Section 6(2) of the Act and the assessment of the Proposed Combination on the basis of factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have an appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

43. This order may stand revoked if, at any time, the information provided by the Parties is found to be incorrect.

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

45. The Secretary is directed to communicate to the Parties accordingly.