INDIA Trends and Developments Contributed by: Vaibhav Choukse, Ela Bali, Nripi Jolly and Faiz Siddiqui, JSA
To alleviate the CCI’s concerns, parties inter alia voluntarily offered to make the following modi - fications: • firewalls will be put in place, ensuring that STT’s CSI is not shared with any Ruby or Singtel personnel involved in the competing businesses; • Singtel will not appoint an observer on the board of STT who is either a director/observ - er/employee of Bharti Airtel Limited (parent company of Nxtra) nor will it appoint in Bharti Airtel Limited any person who has served as an observer on STT’s board for at least 12 months after they have ceased to be with STT; • Singtel will only use confidential informa - tion of STT for monitoring and managing its investment; • no employee or officer of Singtel will receive or have access to market specific information about STT; and • if both STT and Nxtra (or any other compet - ing portfolio company of Singtel) pursue the same business opportunity, Singtel’s board observer at STT must recuse themselves from related discussions and must not receive relevant information. Accordingly, the CCI approved the combination subject to the implementation of the aforesaid modifications. Developments relating to gun-jumping During the relevant period, the CCI passed four orders on gun-jumping, as follows. In doing so, the CCI provided a clear message that it has no tolerance for violation of standstill obligations.
India Business Excellence Fund/VVDN Technologies Private Limited In April 2023, India Business Excellence Fund (“acquirer”) notified the CCI of its acquisition of minority shareholding in VVDN Technologies Private Limited (”target”) under the GCR. The parties disclosed a temporary supply arrange - ment of printed circuit board (PCBs) assembly services by the target to an acquirer group com - pany for COVID-19 test kits. In October 2023, the CCI issued a show cause notice (SCN) questioning the acquirer’s eligibility for the GCR owing to a vertical/complementary link arising from the supply arrangement. The acquirer contended that the PCB supply was a temporary measure, was non-core, and did not establish a vertical link. The acquirer also emphasised the disclosure made in the merger notification. The CCI disagreed, holding that PCB is a stra - tegic input for the COVID-19 kits, making it a vertical relationship that disqualified the appli - cability of the GCR. Accordingly, the CCI invali - dated the GCR merger notification, imposed a nominal penalty of INR10 lakhs (approximately USD11,600) on the acquirer for gun-jumping, and directed it to file a fresh merger notification with the CCI. Torrent Power Limited (TPL)/Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited In February 2022, TPL consummated its acqui - sition of 51% shareholding in Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited. In March 2022, the CCI issued an SCN to TPL, asking it to explain why the combination was consummated without its approval. TPL inter alia
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