Torrent Power Limited — Combination C-2026/02/1386
- Case No.C-2026/02/1386
Ratio decidendi
The rule this decision rests on
The Commission may leave the exact delineation of the relevant market open where it is satisfied that the combination is not likely to cause an appreciable adverse effect on competition in any plausible relevant market. In horizontal overlaps, where the parties' combined market share is low and the incremental market share is insignificant, and where several other credible competitors remain in the market, the combination raises no competition concern. Where the acquirer group's presence in a vertically linked downstream market is insignificant or its share is low, and the downstream market is characterised by several other players, there is no ability or incentive to foreclose competition, and no foreclosure concern arises. A combination is approved under Section 31(1) of the Competition Act, 2002 where, having assessed it against the factors in Section 20(4), the Commission is of the opinion that it 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 Torrent Power Limited
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 18th February 2026, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Torrent Power Limited (Acquirer). The Notice was filed pursuant to the execution of the Securities Purchase Agreement (SPA) dated 16th February 2026 among the Acquirer, Nabha Power Limited (Target), Larsen & Toubro Limited and L&T Power Development Ltd. (Seller).
2. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 03rd March 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Combination Registration No. C-2026/02/1386 proposed combination were sought from the Acquirer. The response to the same was received vide letter dated 10th March 2026.
3. The proposed combination entails an acquisition of 100% of the equity shares and non-cumulative optionally convertible redeemable preference shares (on a fully diluted basis) of the Target by the Acquirer from the Seller (Proposed Combination) [hereinafter, Acquirer and Target are collectively referred to as the “Parties”].
4. The Acquirer is stated to be a public listed company and is a subsidiary of Torrent Investments Limited and is engaged in the business of power generation, power transmission, power distribution and manufacturing and supply of power transmission cables. It has various subsidiaries and associate companies which are present in the Indian power sector and it operates various power plants including non-renewable (gas and coal) and renewable (solar and wind) sources. It does not have any activities outside India and it belongs to the group of companies controlled by the Mehta Family1, forming the Acquirer Group (Acquirer Group).
5. The Target is stated to be a wholly owned subsidiary of the Seller and it does not have any downstream affiliates. It operates a 2x700 Megawatt (MW) supercritical thermal power plant at Rajpura, Punjab, since 2014. The Target focuses on efficient power generation operations and is currently the lowest cost thermal power producer in Punjab. Under a Power Purchase Agreement (PPA), commenced in 2014, Punjab State Power Corporation Limited (PSPCL) has contracted to purchase the entirety of Target’s generated power for 25 years.
6. The Commission considered the activities of the Acquirer Group (including affiliates) and the Target for mapping of overlaps/linkages for the purposes of competition assessment. Accordingly, based on the information given, the Commission observed that horizontal overlaps exist between the Acquirer Group and the Target in the following market segments: (a) broad market for power generation in India (Power Generation Market), (b) narrow market for power generation through non-renewable sources in India (Non-Renewable Power Generation Market) and (c) narrower
1 The Mehta Family comprises of Sudhir Mehta & family and Samir Mehta & family.
Combination Registration No. C-2026/02/1386 market for thermal power generation through coal in India (Thermal (Coal-based) Power Generation Market) [hereinafter, Power Generation Market; Non-Renewable Power Generation Market; and Thermal (Coal-based) Power Generation Market are collectively referred to as “Horizontal Markets”].
7. Further, in addition to the above, a potential vertical linkage is present on account of the Acquirer Group (including its affiliates) being engaged in the downstream market segment of power transmission and power distribution in India, and the Target is engaged in power generation in India at the upstream level. Accordingly, potential vertical linkages exist in the following segments: (i) Vertical Relationship 1: Power Generation Market at the upstream level and the market for power transmission in India at the downstream level (Power Transmission Market), and (ii) Vertical Relationship 2: Power Generation Market at the upstream level and the market for power distribution in India at the downstream level (Power Distribution Market) [hereinafter, Power Generation Market, Power Transmission Market, and Power Distribution Market are collectively referred to as “Vertical Markets”].
8. The Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.
9. With regard to the Horizontal Markets, the Commission observed that the combined market share of the Parties is in range of [0-5] % with insignificant incremental market share and presence of several other credible players. Considering the same, the Commission observed that the Proposed Combination is not likely to raise any competition concern in these market segments. Further, the Acquirer Group has insignificant presence in the downstream Power Transmission Market and the market share of the Acquirer Group in the downstream Power Distribution Market is in the range of [0-5] %. Also, each of these markets is characterised by presence of several other players. Thus, it is observed that the Proposed Combination is not likely to raise any competition foreclosure concern in India as there appears to be no ability and/or incentive for the Parties to foreclose competition in any of the market(s).
Combination Registration No. C-2026/02/1386
10. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
11. This order may stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.
12. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
13. The Secretary is directed to communicate to the Acquirer accordingly.
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