(i) Plum Wood Investment Ltd. (Plum Wood) (ii) Mr. Bhavish Aggarwal (Bhavish) — Combination C-2021/07/848

Notice under Section 6 (2) of the Competition Act, 2002 jointly given by Plum Wood Investments Limited and Mr. Bhavish Aggarwal

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 5th July 2021, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), jointly given by Plum Wood Investment Limited (Plum Wood) and Mr. Bhavish Aggarwal (Mr. Bhavish). The Notice was inter alia given pursuant to the execution of the following agreements on 29th June, 2021 and/or 30th June, 2021: (a) Share Purchase Agreement between Plum Wood, Tiger Global Six India II Holdings, Internet Fund III Pte. Ltd. and ANI Technologies Private Limited (OLA) (SPA); (b) four other share purchase agreement between Plum Wood, OLA and some of its existing shareholders. The Proposed Combination also envisages execution of a Agreement between Mr. Bhavish and Plum Wood on 29th June 2021 ( Agreement); deed of adherence to the existing shareholders’ agreement dated 15th March 2019 inter alia between OLA and its certain shareholders (SHA); and a share purchase agreement to be executed between Plum Wood, OLA and its certain identified stock option holders.

2. The Commission vide its letter dated 14th July 2021, issued under Regulation 14(3) of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), required the notifying parties to remove defects in the Notice and furnish certain information relevant for the purpose of assessment of the Proposed Combination. In response, the notifying parties filed their submission dated 19th July 2021.

3. The Proposed Combination envisages: (i) acquisition of upto 7.30% shareholding in OLA by Plum Wood from some of its existing shareholders; (ii) acquisition of right by to instruct regarding exercise of its voting right available under applicable law with respect to and certain contractual rights, such that instructions of will be binding on; (iii) right of to receive certain from upon occurrence of certain events; and (iv) of pursuant to which may require to transfer certain number of shares, under certain circumstances. The Proposed Combination also envisages nomination and appointment by of a person identified by on the board of directors of OLA and certain information rights to Plum Wood in relation OLA.

4. It is observed that acquisition of shares, voting rights and/or control would require notice to the Commission under Section 6(2) of the Act, if the parties to the transaction meet the financial thresholds specified in Section 5 of the Act unless the notification requirement is dispensed with pursuant to the Combination Regulations or the notification issued under Section 54 of the Act. In any company, equity shareholders would ordinarily have the right to vote on matters placed for consideration in the general meeting. The extent of voting rights is largely synchronised with the extent of equity shareholding. However, a person could acquire voting rights pursuant to a contractual arrangement with shareholder(s) such as the right of to instruct regarding exercise of its voting rights. The said acquisition by is an inter-connected step to the other steps of the Proposed Combination and has been notified to the Commission. It is observed that even if such transaction is entered into on a standalone basis, it would qualify as a combination and accordingly, require notice to the Commission under Section 6(2) of the Act.

5. It has been submitted that the economic benefit arising from the an agreement upon occurrence of certain events is not an acquisition / merger / amalgamation under the scheme of the Section 5 of the Act. In this regard, it may be noted that any inter-connected step of a combination cannot be seen in isolation for the purpose of appreciating the scope of combination, its purpose, effect on markets as well as exemption(s). It may be relevant to state that sub-regulations (4) and (5) read with Item 5.1.2 and 5.1.3 of Form I of Schedule II to the Combination Regulations clarifies such position.

6. As regards the, it is noted that could require to sell some of its shareholding in beyond the specified extent. It is observed that such right to accrues only upon the to the specified extent. Therefore, the Commission observed that the requirement to give notice in terms of Section 6(2) of the Act regarding such potential acquisition shall be determined at the time when the right to exercise has accrued.

7. Plum Wood is an investment holding company. It is a group company of the Warburg Pincus LLC (Warburg Pincus), which acts as a manager to certain private equity funds. Shareholders of Plum Wood are certain private equity funds managed by Warburg Pincus.

8. Mr. Bhavish is the founder and executive director of OLA.

9. OLA is inter alia engaged in providing an online platform for the facilitation of transportation services and the creation of technologies, designs, and development of solutions, to facilitate transportation services. OLA is also engaged in other activities through other entities (OLA Entities).

10. The Proposed Combination inter alia envisages acquisition of in OLA by Mr. Bhavish. Thus, the same merit assessment considering the interest of Mr. Bhavish in entities other than OLA. It has been submitted that such entities do not exhibit horizontal overlaps, vertical relationships or complementary overlap with the business activities of OLA.

11. OLA procures group insurance policies from various insurance providers and provides bite sized mini-insurance packages exclusively to its customers. Further, Ola Financial Services Private Limited (OFS), one of the OLA Entities, distributes general insurance policies to driver-partners of OLA. The portfolio entities of Warburg Pincus such as IDFC First Bank Limited (IDFC), Avanse Financial Services Limited, Fusion Microfinance Private Limited and Home First Finance Company India Limited are also engaged in distribution/offering of insurance policies. Thus, activity of these portfolio entities exhibits horizontal overlap with the activities of OLA. However, the presence of such OLA Entities and the portfolio entities of Warbug Pincus in their concerned businesses are not significant to raise any competition concern.

12. SBI General Insurance Company Limited (SBI General Insurance), another portfolio company of Warburg Pincus, is engaged in provision of general insurance products in India. As noted above, OFS is inter alia engaged in distribution of insurance policies. Such activity of OFS exhibits vertical interface with the insurance business of SBI General Insurance. Parksons Packaging Limited (Parksons), another portfolio entity of Warburg Pincus, is engaged in manufacturing and sales of folding cartons for consumers, food, pharmaceutical and other uses. Pisces eServices Private Limited (Pisces), one of the OLA Entities, operates cloud kitchens and is engaged in sale of fresh food products and packaged beverages with delivery through third-party online platforms and offline models. Thus, the said activities of Parksons and Pisces exhibit vertical overlap. OFS, an OLA Entity, offers co-branded credit cards. Further, OFS offers Ola Money Post-paid Plus services in conjunction with IDFC, a portfolio entity of Warburg Pincus. The said activities of OFS and IDFC also exhibit vertical interface. It is observed that the market position of OLA/OLA Entities and respective portfolio company of Warbug Pincus are not significant. The parties do not appear to have the ability or incentive to engage in conduct that is likely to raise any foreclosure concern.

13. Considering the facts on record including details provided in the Notice given under Section 6(2) of the Act and 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 in any of the relevant markets and therefore, the Commission hereby approves the same under Section 31(1) of the Act.

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

15. The information provided by the notifying parties is confidential at this stage in terms of and subject to the provisions of Section 57 of the Act.

16. The Secretary is directed to communicate to the notifying parties accordingly.