ONGC NTPC Green Private Limited — Combination C-2025/02/1247
- Case No.C-2025/02/1247
Ratio decidendi
The rule this decision rests on
The Commission may leave the precise delineation of relevant markets open where the combination is not likely to cause an appreciable adverse effect on competition in any of the candidate markets. In relation to horizontal overlaps, where the incremental market shares of the parties in the relevant segments are insignificant, the combination is not likely to raise competition concerns. In relation to vertical and complementary overlaps, where the target group's presence in the relevant markets is not such as to cause competition concern, those linkages do not establish an appreciable adverse effect on competition. Under Section 31(1), the Commission approves a combination where, having considered the notice and the factors listed in Section 20(4), it is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Notice under Section 6(2) of the Competition Act, 2002 given by ONGC NTPC Green Private Limited
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Order under Section 31(1) of the Competition Act, 2002
1. On 20th February 2025, the Competition Commission of India (‘Commission’) received a notice (‘Notice’) under Section 6(2) of the Competition Act, 2002 (‘Act’), given by ONGC NTPC Green Private Limited (‘Acquirer’).
2. The Notice was filed pursuant to the Share Purchase Agreement (‘SPA’) dated 12th February 2025 executed amongst (a) National Investment and Infrastructure Fund Limited (b) BII South Asia Renewables Limited (c) Green Growth Equity Fund (d) British International Investment plc and (e) CDC India Opportunities Limited (‘Sellers’), Ayana Renewable Power Private Limited (‘Target’), and the Acquirer.
3. The Proposed Combination envisages the acquisition of 100% equity share capital of the Target by the Acquirer.
4. The Acquirer is recently incorporated as a 50:50 joint venture between ONGC Green Limited (‘OGL’) and NTPC Green Energy Limited (‘NGEL’). OGL is a wholly owned subsidiary of Oil and Natural Gas Corporation Limited (‘ONGC’). ONGC including its affiliates are collectively referred to as the ‘ONGC Group’. NGEL is a wholly owned subsidiary of NTPC Limited (‘NTPC’). NTPC including its affiliates are collectively referred to as the ‘NTPC Group’. Accordingly, the Acquirer is jointly controlled by both, the ONGC Group and the NTPC Group.
5. NTPC Group is inter alia engaged in the generation of power through non-renewable and renewable sources (solar, wind, and small hydro), trading of power, maintenance service to power plants, and consultancy services to companies engaged in the power sector, in India.
6. ONGC Group is inter alia engaged in the exploration, development, and production of crude oil, natural gas, and generation of power through non-renewable and renewable sources, i.e., solar and wind, in India.
7. The Target is a company incorporated in India and is the ultimate parent entity. The Target including its affiliates are collectively referred to as the ‘Target Group’. The Target Group is inter alia engaged in the generation of power through renewable sources, i.e., solar and wind, in India.
8. The Target Group, NTPC Group, and ONGC Group are inter alia engaged in the power sector in India. Within the power sector, they are engaged in power generation, generation of power through renewable sources, i.e., solar and wind, and power transmission. Accordingly, the aforesaid entities exhibit horizontal overlap in these activities. Further, the activities of the aforesaid entities also exhibit vertical / complementary overlaps in several areas such as (a) power generation and power transmission, (b) power generation and power transformers, (c) power generation and trading power, and (d) power generation and repair and maintenance of power plants.
9. The Commission decided to leave the exact delineation of relevant markets for the Proposed Combination open as the same is not likely to cause appreciable adverse effect on competition (‘AAEC’) in any of the relevant markets in India.
10. With regards to the horizontal overlaps, the Commission observed that in the overall segment of power generation, power generation through renewable sources, its sub-segments (i.e., solar and wind), and power transmission, the incremental market shares are insignificant to cause competition concerns as a result of the Proposed Combination. With regards to the vertical linkages as well as complementarity between the activities of the parties, the Commission observed that presence of Target Group in any of the markets is not such as to cause competition concern.
11. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India, and therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
12. This order may be revoked if, at any time, the information provided by Acquirer is found to be incorrect.
13. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
14. The Secretary is directed to communicate this order to the Acquirer.
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