Mr. Sanjay Chamria, Kolkata, West Bengal — Combination C-2023/03/1015

Notice under Section 6(2) of the Competition Act, 2002 filed by Mr. Sanjay Chamria

CORAM:

Ms. Sangeeta Verma Acting Chairperson

Mr. Bhagwant Singh Bishnoi Member

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

1. On 31.03.2023, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act) filed by Mr. Sanjay Chamria (SC/Acquirer).

2. The proposed transaction is in the nature of an acquisition by SC of certain equity shares of Jaguar Advisory Services Private Limited (Jaguar/Target) held by Poonawalla Fincorp Limited (PFL) and HDI Global SE (HDI), constituting 51.11% of the total equity share capital of Jaguar, resulting in an indirect acquisition by SC of approximately 4.66% of the equity share capital of Magma HDI General Insurance Company Limited (Magma HDI/Indirect Target) (Proposed Combination) [Hereinafter, the Acquirer and Targets are collectively referred to as the Parties].

3. The proposed combination is filed pursuant to the Share Purchase Agreement dated 30.03.2023 entered into amongst SC, PFL, and Jaguar (Jaguar-SPA-1) and Share Purchase Agreement dated 30.03.2023 entered into amongst SC, HDI, and Jaguar (Jaguar-SPA-2).

Combination Registration No. C-2023/03/1015

4. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), the Parties were required to provide certain information(s)/clarification(s) in relating to the Proposed Combination vide the Commission’s letter (RFI) dated 19.04.2023; response to the RFI was received on 24.04.2023. The Acquirer also provided certain information/ clarification(s) on 26.04.2023 and 28.04.2023.

Parties to the Combination

5. The Acquirer, an individual, is engaged in investing directly and through entities owned by him in various listed and unlisted enterprises. It is stated that the “group” to which SC belongs, comprises SC himself, his immediate family members, and certain enterprises in which SC and his family directly/indirectly hold shares/voting interests (SC Group).

6. Jaguar, a company incorporated in India, is engaged in the business of provision of manpower supply services. It is stated that Jaguar provides these services only to its own group companies.

7. Magma HDI, a company incorporated in India, is registered with the IRDAI for providing general/non-life insurance services in India. It is stated that Magma HDI offers a range of general/non-life insurance products, including health, motor, fire, marine, engineering insurance, liability, home, rural, cyber, and other specialized insurances in the corporate space. Further, it is stated that Magma HDI has a wide distribution network comprising brokers, retail and corporate agents, etc., in addition to its own direct sales force.

Identification of Overlaps and Relevant Markets

8. It is submitted that the activities of SC (each of the enterprises forming a part of the SC Group and SC’s affiliates) do not horizontally overlap with the activities of Jaguar (including its affiliates) or Magma HDI (including its affiliates). It is submitted that the activities of SC, each of the enterprises forming a part of the SC Group, and SC’s affiliates do not vertically or complimentarily overlap with the activities of Jaguar.

Combination Registration No. C-2023/03/1015

9. Further, it is submitted in the notice that Celica Automobiles Private Limited (Celica Auto), an entity forming a part of the SC Group, is engaged in the business of sale of automobiles and automobile accessories, and in connection with its primary business of sale of automobiles, Celica Auto also distributes and services motor insurance policies of various insurance companies as an ancillary service only for automobiles that are sold by it. For this purpose, Celica Auto is registered with the IRDAI as a Motor Insurance Service Provider (MISP).

10. It is also submitted that Celica Auto and Magma HDI are engaged in activities relating to the supply, distribution, and sale of products/services which are at different stages or levels of a supply chain and are therefore engaged in activities that are downstream and upstream, respectively, to each other.

Relevant Markets

11. The Parties submitted that the relevant vertical markets to which the Proposed Combination relate can be summarised as follows: i. the market for motor insurance products in India (Upstream Market); ii. The market for distribution of motor insurance products in India (Downstream Market) and; iii. distribution of all general / non-life insurance products in India (Alternate Downstream Market).

12. The Commission decided to leave the exact delineation of the relevant market open as it is observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition in any of the possible alternative relevant markets that could be delineated due to the reasons mentioned in the subsequent paras of this order.

Competition Assessment

13. Based on the submissions of the Parties, it is noted that the market share of Magma HDI in the Upstream Market, both in terms of value and volume, is insignificant. Further, there are other players present in this market such as ICICI Lombard, The New India Insurance, United India

Combination Registration No. C-2023/03/1015

Insurance, and National Insurance Company, who will continue to pose competitive constraints to the Parties post the Proposed Combination. With respect to the Downstream Market and the Alternate Distribution Market, it is noted that the market share of Celica Auto is minuscule and there are other players are present in the Alternate Distribution Market such as Mahindra Insurance Brokers Limited, HDFC Bank, Bank of Baroda, and UCO Bank.

14. Considering the material 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 Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

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

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

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