Allowed

1. Indiabulls Pharmacare Limited 2. Yaari Digital Integrated Services Limited

CCI19 Dec 2023C-2023/10/1072

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination involving the amalgamation of multiple subsidiaries of Dhani Services Limited and India Land Hotels Mumbai Private Limited into Yaari Digital Integrated Services Limited. The Commission found no likely appreciable adverse effect on competition in the relevant market.

What did the court decide?

Approval of the Proposed Combination under Section 31(1) of the Competition Act, 2002.

1. Indiabulls Pharmacare Limited 2. Yaari Digital Integrated Services Limited — CCI (2023) — LawSathi Research

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2023/10/1072)

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19^th December 2023

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Notice under Section 6(2) of the Competition Act, 2002 given by Dhani Services Limited, Indiabulls Enterprises Limited, Savren Medicare Limited, Auxesia Soft Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited, Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited, Mabon Properties Limited, YDI Consumer India Limited, Indiabulls General Insurance Limited, Indiabulls Life Insurance Company Limited, Juventus Estate Limited, India Land Hotels Mumbai Private Limited, Indiabulls Pharmcare Limited, and Yaari Digital Integrated Services Limited.

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Mr. Deepak Anurag Member

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

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On 25^th October 2023, the Competition Commission of India ( Commission ) received a notice ( Notice ) under Section 6(2) of the Competition Act, 2002 ( Act ), given by Dhani Services Limited, Indiabulls Enterprises Limited, Savren Medicare Limited, Auxesia Soft Solutions Limited, Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited, Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited, Mabon Properties

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Combination Registration No. C-2023/10/1072

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Limited, YDI Consumer India Limited, Indiabulls General Insurance Limited, Indiabulls Life Insurance Company Limited, Juventus Estate Limited, India Land Hotels Mumbai Private Limited, Indiabulls Pharmcare Limited, and Yaari Digital Integrated Services Limited. The Notice was filed pursuant to a scheme of arrangement ( Scheme ) under Section 230 to 232, read with all other applicable provisions of the Companies Act, 2013 amongst the parties.

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The Commission, vide its communication dated 7^th November 2023 and 28^th November 2023, issued under Regulation 14(3) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 required the parties to remove defects in the Notice and furnish information relevant to the assessment of the proposed combination. Parties furnished the responses vide submissions dated 20^th November 2023; and 4^th December 2023.

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The Proposed Combination envisages:

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a) Amalgamation of Dhani Services Limited ( Dhani / Amalgamating Company 1) and Indiabulls Enterprises Limited ( IEL/Amalgamating Company 2 ) (hereinafter collectively referred to as ‘Listed Amalgamating Companies’ ) with and into Yaari Digital Integrated Services Limited ( Yaari/Amalgamated Company/Resulting Company 2 ) and subsequent automatic dissolution of Listed Amalgamating Companies;

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b) Amalgamation of Savren Medicare Limited ( Savren Medicare / Amalgamating Company 3 ), Auxesia Soft Solutions Limited ( Auxesia Soft Solutions/ Amalgamating Company 4 ), Gyansagar Buildtech Limited ( Gyansagar Buildtech / Amalgamating Company 5 ), Pushpanjli Finsolutions Limited ( Pushpanjli Finsolutions / Amalgamating Company 6 ), Devata Tradelink Limited ( Devata Tradelink / Amalgamating Company 7 ), Evinos Developers Limited ( Evinos Developers/Amalgamating Company 8 ), Milky Way Buildcon Limited ( Milky Way Buildcon / Amalgamating Company 9 ), Indiabulls

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Combination Registration No. C-2023/10/1072

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Consumer Products Limited ( Indiabulls Consumer Products / Amalgamating Company 10 ), Indiabulls Infra Resources Limited ( Indiabulls Infra / Amalgamating Company 11 ), Jwala Technology Systems Private Limited ( Jwala Technology / Amalgamating Company 12 ), Mabon Properties Limited ( Mabon Properties/Amalgamating Company 13 ), YDI Consumer India Limited ( YDI Consumer / Amalgamating Company 14 ), Indiabulls General Insurance Limited ( Indiabulls General Insurance / Amalgamating Company 15 ) and Indiabulls Life Insurance Company Limited ( Indiabulls Life Insurance/Amalgamating Company 16 ) {hereinafter collectively referred to as ‘ Unlisted Amalgamating Companies ’} with and into Yaari and subsequent automatic dissolution of Unlisted Amalgamating Companies;

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c) Amalgamation of Juventus Estate Limited ( Juventus Estate/Amalgamating Company 17 ) with and into Yaari and subsequent automatic dissolution of Amalgamating Company 17; and

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d) Demerger of the Real Estate Business Undertaking of India Land Hotels Mumbai Private Limited ( India Land Hotels / Demerged Company ) and vesting of the same with and into Indiabulls Pharmacare Limited ( Indiabulls Pharmacare / Resulting Company 1 ), on a going concern basis, in consideration for which the shares of Yaari (shareholding of around 3.72%) shall be issued to the shareholders of the Demerged Company.

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Parties to the Proposed Combination

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It has been submitted that Mr. Sameer Gehlaut along with his 100% owned and controlled entities are the promoters of Dhani, IEL, and Yaari.

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Dhani: It has been submitted that Dhani is engaged in diversified business activities. It operates as a real estate developer and also functions as a data-driven technology company providing services to Indian consumers functioning as NBFCs, e-commerce

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Combination Registration No. C-2023/10/1072

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entities, Digital Wallet providers with UPI, Stock- Brokers, Commodities Brokers, Depository Services, ARC, etc.

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IEL: It has been submitted that IEL is engaged in the business of equipment renting, management & maintenance, and leasing of a comprehensive range of construction, infrastructure, manufacturing, and mineral handling equipment(s), including machinery, excavators, furniture, fixtures, dumpers, trucks, vehicles, turnkey solutions to Engineering Procurement & Construction (EPC) Companies. Further, IEL is also engaged in providing Facility Management Services, however, as submitted, no significant revenue is generated from the same.

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Yaari: It has been submitted that Yaari is engaged in the business of promoting digital financial and other solutions and has proprietary rights to the digital platform ‘Yaari’.

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Savren Medicare : It has been submitted that Savren Medicare Limited is authorised to engage in a wide range of activities related to healthcare, pharmaceuticals, and allied products. Further, it is authorised to trade, import, export, and retail various medical goods, medicines, formulations, and healthcare products and operate research facilities, diagnostic centers, and hospitals, and offer consultancy services. The company is also authorised to provide e-commerce, data processing, and computer-related services in the healthcare field. As per the submission, Savren Medicare Limited is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani Healthcare Limited, which in turn is the wholly-owned subsidiary of Dhani.

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Auxesia Soft Solutions: It has been submitted that Auxesia Soft Solutions Limited was incorporated with main objects of electronic information technology development, upgradation, manufacturing, processing & upgradation of hardware, software, website, web page, internet, email, online electronic communication system, telemarketing, data processing, etc. As per the submission, Auxesia Soft

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Combination Registration No. C-2023/10/1072

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Solutions is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Gyansagar Buildtech It has been submitted that Gyansagar Buildtech Limited is authorised to engage in, inter alia, the business of development of infrastructure and to undertake infrastructure project and to purchase, sell, develop, construct, hire or otherwise deal in all real or personal estate/properties. As per the submission, Gyansagar Buildtech is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Pushpanjli Finsolutions: It has been submitted that Pushpanjli Finsolutions Limited is authorised to engage in the business of consultancy relating to investment, acquiring, holding, procuring, and purchasing of all types of securities. As per the submission, Pushpanjli Finsolutions is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Devata Tradelink : It has been submitted that Devata Tradelink Limited is authorised to engage in the business of, inter alia , all types and all kinds of financial consultancy services. It is further authorized to act as a consultant, advisor, advocate, etc. in India and abroad. As per the submission, Devata Tradelink is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani .

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Evinos Developers : It has been submitted that Evinos Developers Limited is authorised to engage in the business of renting, and leasing a comprehensive array of construction, infrastructure development, manufacturing, and mineral handling equipment(s), the business of builders, decorators, general and government contractors, and engineers, end to end solution to manage and maintain the real estate and/or infrastructure projects and other related activities, in India/abroad. As per the submission, Evinos Developers is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Combination Registration No. C-2023/10/1072

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Milky Way Buildcon: It has been submitted that Milky Way Buildcon Limited is authorised to carry on/engage in the business of development of real estate projects. As per the submission, Milky Way Buildcon is not actively engaged in such business. It is a wholly owned subsidiary of Juventus Estate which in turn is a wholly owned subsidiary of Dhani.

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Indiabulls Consumer : It has been submitted that Indiabulls Consumer Products Limited is authorised to engage in the business of LED lighting and related consultancy services. As per the submission, Indiabulls Consumer is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Indiabulls Infra : It has been submitted that Indiabulls Infra Resources Limited is authorised to engage in the business of renting, and leasing a comprehensive range of construction, infrastructure, manufacturing, and mineral handling equipment(s), the business of builders, decorators, general and government contractor, and engineers, end to end solutions to manage and maintain the real estate and infrastructure projects and other related activities, in India or abroad. As per the submission, Indiabulls Infra is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Jwala Technology : It has been submitted that Jwala Technology Systems Private Limited is authorised to engage in the business of electronic information technology development, upgradation, manufacturing processing and upgradation of hardware, software, website, webpage, internet, e-mail, online electronic communication systems, telemarketing, data processing, etc. As per the submission, Jwala Technology is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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Mabon Properties: It has been submitted that Mabon Properties Limited is authorised to carry on/engage in the business of development of real estate projects.

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Combination Registration No. C-2023/10/1072

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As per the submission, Mabon Properties is not actively engaged in such business. It is a wholly-owned subsidiary of Dhani.

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YDI Consumer : YDI Consumer India Limited is engaged in the business of manufacturing & marketing of beauty products, cosmetics, toiletries, and cleaning products. It is a wholly-owned subsidiary of the Yaari.

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Indiabulls General Insurance : It has been submitted that Indiabulls General Insurance Limited is authorised to, among other things, carry on the business of general insurance and health insurance as permitted under the Insurance Act, 1938, and by the Insurance Regulatory Development Authority. According to the Notice, as of date, it has not received the insurance license and has decided not to pursue the general insurance business. It is a wholly-owned subsidiary of Yaari.

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Indiabulls Life Insurance : It has been submitted that Indiabulls Life Insurance Company Limited is authorised to, inter alia, carry on the business of life insurance as permitted under the Insurance Act, 1938, and by the Insurance Regulatory Development Authority. According to the Notice, as of date, it has not received the insurance license and has decided not to pursue the life insurance business. It is a wholly-owned subsidiary of Yaari.

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Juventus Estate : It has been submitted that Juventus Estate Limited is authorised to carry on/engage in the business of real estate and other ancillary services. It is a wholly-owned subsidiary of Dhani.

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India Land Hotels : It has been submitted that India Land Hotels Mumbai Private Limited was incorporated with a predominant objective to engage in the business of developing commercial & industrial infrastructure and investment activities. As per the submission, India Land Hotels is engaged in carrying out investment and trading activities. Further, as per the information available, the turnover of the demerged undertaking was INR 0.37 Crore as of 31^st March 2023.

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Combination Registration No. C-2023/10/1072

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Indiabulls Pharmacare : It has been submitted that Indiabulls Pharmacare was originally incorporated to engage in pharma and allied business activities. However, over the period, it has diversified its business activities and transitioned into real estate activity(ies). As per the submission, Indiabulls Pharmacare is not actively engaged in such business. It is a wholly-owned subsidiary of IEL.

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The Commission observed that Savren Medicare, Auxesia Soft Solutions, Gyansagar Buildtech, Pushpanjli Finsolutions, Devata Tradelink, Evinos Developers, Milky Way Buildcon, Indiabulls Consumer, Indiabulls Infra, Jwala Technology, Mabon Properties, and Juventus Estate are wholly-owned subsidiaries of Dhani. YDI Consumer, Indiabulls General Insurance, and Indiabulls Life Insurance are whollyowned subsidiaries of Yaari, while Indiabulls Pharmacare is a wholly-owned subsidiary of IEL. Yaari, Dhani and IEL are ultimately owned/controlled by Mr. Sameer Gehlaut along with his 100% owned and controlled entities which are the promoters of Dhani, IEL, and Yaari.

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With regards to the transfer of the Demerger Undertaking, the Commission noted that shareholders of India Land Hotel would get ~3.72% shares in the Yaari without any right of whatsoever nature and the turnover of Demerger Undertaking is INR 0.37 Crore as of 31^st March 2023.

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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 any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

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