Sanlam Emerging Markets (Mauritius) Limited — Combination C-2026/05/1416
- Case No.C-2026/05/1416
Ratio decidendi
The rule this decision rests on
Where a combination increases the acquirer's direct shareholding in a target that remains under joint management and control of the acquirer and an existing co-controller, and the change in degree of control does not appear to alter competition dynamics in the target's area of operations, the Commission assesses the combination by reference to its market dynamics. Where a combination presents no horizontal overlap but a vertical linkage exists between the target's upstream activity and a downstream activity of a subsidiary of the acquirer's group, and both parties' market shares in those markets are insignificant (below one percent), the vertical linkage is not likely to confer on the parties either the ability or the incentive to engage in input or customer foreclosure. Where, having regard to the material on record and the factors specified in Section 20(4), the Commission is of the opinion that a
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 Sanlam Emerging Markets (Mauritius) Ltd.
CORAM: Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
1. On 4th May 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Sanlam Emerging Markets (Mauritius) Ltd. (SEMM/Acquirer) in relation to acquisition of shares of Shriram Life Insurance Company Limited (SLIC/Target)1 [Hereinafter SEMM and SLIC are collectively referred to as ‘Parties’].
2. SEMM is an existing shareholder of SLIC and holds a direct stake of 49.25 percent in SLIC. The proposed combination involves acquisition of shares constituting 2.80 percent of the expanded equity capital of SLIC by way of subscribing to the preferential issue envisaged by SLIC (Proposed Combination). Thus, pursuant to the Proposed
1 The Notice was initially filed by SLIC, the Target, instead of SEMM, the Acquirer. Post filing of Notice, SEMM requested the Commission to condone the error and consider the Notice as filed by it. SEMM submitted the necessary documents for the same.
Combination Registration Number: C-2026/05/1416
Combination, direct holding of SEMM will cross 50 percent of the expanded equity capital of SLIC. The Proposed Combination was notified pursuant to approval of the preferential issue by the board of directors of SLIC on 18th March 2026 (in which the Nominee Director of SEMM cast his vote in favour of the said proposal) and application dated 10th April 2026 filed by SEMM with the Insurance Regulatory and Development Authority of India (IRDAI) seeking approval for the issuance of above shares.
3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 15th May 2026 (RFI), certain information and clarifications were sought from SEMM. SEMM submitted its response to RFI on 18th May 2026 (Response).
4. SEMM is part of Sanlam Group, South Africa with the ultimate controlling parent being Sanlam Limited, which is 100% held by public shareholders.
5. SLIC is, inter alia, held by Shriram Capital Private Limited (SCPL) and SEMM and is accordingly under joint management and control of Shriram Group and SEMM. SLIC is engaged in the life insurance business.
6. The Commission observed that the Proposed Combination may lead to a change in degree of control of SLIC while SLIC continues to be under joint management and control of Shriram Group and SEMM. The change in degree of control does not appear to be causing change in competition dynamics in the area of operations of SLIC. Nonetheless, the Commission examined the Proposed Combination further in terms of market dynamics.
7. The Proposed Combination does not involve any horizontal overlaps. SEMM holds 40.70 percent stake in SCPL, and certain subsidiaries of SCPL (SCPL Subsidiaries) are engaged in the activity of distributing insurance in India as insurance broker and corporate agent. Accordingly, a vertical linkage can be identified between the SLIC’s activity of provision of life insurance upstream and SCPL Subsidiaries’ activity of distribution of insurance products.
8. The presence of SLIC upstream and SCPL Subsidiaries downstream as reflected in their market shares is less than one (1) percent which is insignificant to cause any change in Combination Registration Number: C-2026/05/1416 competition dynamics of these markets and accordingly the vertical linkage is not likely to confer ability/incentive to the Parties for engaging in input/customer foreclosure strategies.
9. Considering the material on record, including the details provided in the Notice and the 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 appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
10. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.
11. The Secretary is directed to communicate to the Acquirer accordingly.
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