Jointly by Sundaram Finance Limited (Sfl); Sundaram Insurance Broking Services Limited (Sibsl); Infreight Logistics Solutions Limited (Infreight); Sundaram Bpo India Limited; and Sundaram Finance Investments Limited (Sfil), Chennai

CCI27 Apr 2017C-2017/03/492

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination involving the amalgamation of Insurance Broking and Infreight into Sundaram Finance Limited, demerger of shared services, and demerger of non-core assets. The Commission found the group restructuring would not cause an appreciable adverse effect on competition.

What did the court decide?

The Commission approved the proposed combination under sub-section (1) of Section 31 of the Competition Act, 2002.

Jointly by Sundaram Finance Limited (Sfl); Sundaram Insurance… — Company and Corporate | CCI (2017)

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Fair Competition For Greater Good

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2017/03/492)

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27^th April, 2017

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Notice under Section 6 (2) of the Competition Act, 2002 jointly given by Sundaram Finance Limited, Sundaram Insurance Broking Services Limited, Infreight Logistics Solutions Limited, Sundaram BPO India Limited and Sundaram Finance Investments Limited.

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CORAM:

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Mr.Devender Kumar Sikri Chairperson

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Mr. Sudhir Mital Member Mr. Augustine Peter Member Mr. U.C. Nahta Member Mr. G.P. Mittal Member

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

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On 10^th March, 2017, the Competition Commission of India (hereinafter referred to as the “ Commission ”) received a notice jointly given by Sundaram Finance Limited (“SFL”) , Sundaram Insurance Broking Services Limited (“SIBSL”) , Infreight Logistics Solutions Limited (“Infreight”) , Sundaram BPO India Limited (“Sundaram BPO”) and Sundaram Finance Investments Limited (“SFIL”), pursuant to their board resolutions each dated 17^th February, 2017. (Hereinafter, SFL, SIBSL, Infreight, Sundaram BPO, and SFIL are collectively referred to as “Parties” ).

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The proposed combination has been filed under sub-section 2 of Section 6 read with sub-section (a) of Section 5 of the Competition Act (“ Act ”).

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Page 1 of 3

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2017/03/492)

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Fair Competition For Greater Good

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The proposed combination relates to group restructuring and involves following steps: (i) Amalgamation of SIBSL and Infreight into SFL, (ii) Demerger of the “shared services division” of Sundaram BPO into SFL and (iii) Demerger of the non-core business activities of SFL into SFIL leading to a change in shareholding pattern of SFIL.

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Parties provided certain information/ clarification inter-alia , relating to structuring of proposed combination, subsidiaries and activities of the Parties on 7^th April, 2017 and 11^th April, 2017.

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SFL, a public limited company incorporated in India, is registered with the Reserve Bank of India as a non-banking finance company and is inter-alia , engaged in providing finance for purchase of commercial vehicles, cars, multi utility vehicles and distribution of financial products such as mutual funds. It also has investments in companies’ inter-alia , engaged in providing products and services relating to insurance, home finance, and asset management.

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SIBSL, a public company incorporated in India, is a wholly owned subsidiary of SFL. As stated in the notice, it has not commenced any business operations.

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Infreight, a public company incorporated in India, is a wholly owned subsidiary of SFL. As stated in the notice, it is not providing any products or services.

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Sundaram BPO, a public company incorporated in India, is a subsidiary of SFL and is engaged in providing business process outsourcing (“ BPO ”) services in areas such as information technology, accounting, insurance and administrative and managerial.

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SFIL, a public company incorporated in India, is a wholly owned subsidiary of SFL and is inter-alia, engaged in the business of making investments.

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The proposed combination is essentially a restructuring within the Group and also involves change in shareholding pattern of SFIL. Accordingly, it is observed that as a result of proposed combination, there will be no change in the market(s) in which Parties are engaged in providing products and services.

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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 factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2017/03/492)

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Fair Competition For Greater Good

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opinion that proposed combination is not likely to have an 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.

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

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The Secretary is directed to communicate to the parties accordingly.

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Jointly by Sundaram Finance Limited (Sfl); Sundaram Insurance Broking Services Limited (Sibsl); Infreight Logistics Solutions Limited (Infreight); Sundaram Bpo India Limited; and Sundaram Finance Investments Limited (Sfil), Chennai

Case brief

What is this about?

What did the court decide?

Jointly by Sundaram Finance Limited (Sfl); Sundaram Insurance Broking Services Limited (Sibsl); Infreight Logistics Solutions Limited (Infreight); Sundaram Bpo India Limited; and Sundaram Finance Investments Limited (Sfil), Chennai

Case brief

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What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

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