Wipro Limited, India — Combination C-2018/07/589
- Case No.C-2018/07/589
Ratio decidendi
The rule this decision rests on
The Commission may approve a notified combination under s. 31(1) where, having considered the notice and the factors in s. 20(4), it is of the opinion that the combination is not likely to have an appreciable adverse effect on competition in India. Where the target enterprise is a captive unit that provides its services only to overseas group entities, and so does not supply the Indian market, an acquisition that places it under the acquirer does not alter market dynamics in India, even though the acquirer and target offer similar services. On that basis, the combination is not likely to have an appreciable adverse effect on competition in India. An approval under s. 31(1) stands revoked if the information furnished by the acquirer is later found to be incorrect.
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 filed by Wipro Limited.
CORAM:
Mr. Sudhir Mital Chairperson Mr. Augustine Peter Member Mr. U.C. Nahta Member Mr. Justice G. P. Mittal Member
Legal Representative: IndusLaw
Order under Section 31(1) of the Competition Act, 2002
1. On 23rd July, 2018, the Competition Commission of India (“Commission”) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (“Act”) filed by Wipro Limited (“Wipro”/“Acquirer”) pursuant to the execution of Share Purchase Agreement (“SPA”) entered by and amongst Wipro, Tempo (Mauritius) Holdco (“Tempo”/ “Seller”) and Alight HR Services India Private Limited (“Alight”/ “Target”) dated 19th July, 2018. [Hereinafter, Wipro and Alight are collectively referred to as “Parties”].
2. The Acquirer submitted additional information relating to rationale of the proposed combination, total market size (in value), market share of Acquirer and market share of top
COMPETITION COMMISSION OF INDIA For Greater Good competitors on 24th July, 2018. The Acquirer also provided certain additional information through email dated 2nd August, 2018.
3. The proposed combination is an acquisition of 100% shareholding of Target from Seller and Mr. Sandeep Agarwal (nominee shareholder of Tempo) by the Acquirer. The notice has been filed under Section 6 (2) read with Section 5 (a) of the Act.
4. Wipro, a company listed on Bombay Stock Exchange and National Stock Exchange, operates in Information Technology-Business Process Management (“IT-BPM”) industry which comprises of four core business segments: (a) IT products; (b) IT services; (c) Business Process Management; and (d) E-commerce. Wipro’s IT services segment, inter alia, offers a range of IT and IT-enabled services, including digital strategy advisory, customer centric design, technology consulting, IT consulting etc.
5. Alight, a private company incorporated in India, is a wholly owned indirect subsidiary of Tempo Acquisition LLC (“Tempo LLC”). Alight is engaged in the business of providing BPM services, which it offers only to its overseas group entities and cloud deployment services. However, cloud deployment business is not a part of the proposed combination.
6. Although both Acquirer and Target are providing similar services, Target, being a 100% captive unit of Alight Group, is providing services only to its overseas group entities. Accordingly, the proposed combination does not result in any change in market dynamics.
7. Considering the facts on record, details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment of the proposed combination on the basis of the factors stated in sub-section (4) of Section 20 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 and therefore, the Commission, hereby, approves the same under sub-section (1) of Section 31 of the Act.
8. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.
COMPETITION COMMISSION OF INDIA For Greater Good 9. The information provided by the Acquirer shall be treated as confidential in terms of and subject to the provisions of Section 57 of the Act.
10. The Secretary is directed to communicate to the Acquirer accordingly.
This page reproduces a public judgment and a summary of it. It is research material, not legal advice, and it is no substitute for advice from an advocate on your own facts.
Research this judgment with Miss Lucy
Ask what it holds, what has followed it, and what it means for your matter — in plain English, with the citations.
Try Miss Lucy free