CCI Approves Acquisition of Shareholding in Sterling and Wilson Renewable Energy Limited by Reliance New Energy Solar Limited
On December 15, 2021, CCI approved the acquisition of 40% of the equity share capital of Sterling and Wilson Renewable Energy Limited (‘SWREL’) by Reliance New Energy Solar Limited (‘RNESL’).The shareholding could go up to 51.07% of equity share capital of SWREL in the eventuality of full acceptance of the open offer. The proposed combination also consisted of an inter-connected step involving extension of secured loans aggregating to INR 750 crores to Sterling and Wilson Private Limited (an affiliate of Shapoorji Pallonji and Company Private Limited and Khurshid Daruvala) by Reliance Ventures Limited, a non-banking finance company belonging to the Reliance Industries Ltd. (‘RIL’) group.[1]
RNESL is a wholly owned subsidiary of RIL, which is the ultimate holding company for entities belonging to the RIL group (‘RIL Group’). RNESL is a newly incorporated entity and does not offer any products or services in India. However, it had recently announced the acquisition of stake in REC Solar, which is engaged in manufacturing of photovoltaic modules. RIL Group has a presence in sectors such as hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals, retail, and digital services.
SWREL, a subsidiary of Shapoorji Pallonji Company Limited, is a global pure-play, end-to-end solar engineering, procurement, and construction (‘EPC’) solutions provider in India and over 25 countries globally. In India, SWREL is engaged in the provision of solar EPC solutions and operation and maintenance services, including for projects constructed by third parties.
CCI observed that there was a potential vertical relationship overlap between the business activities of REC Solar and SWREL as the photovoltaic modules supplied by REC Solar can be purchased by solar EPC contractors such as SWREL, that design, construct and operate solar power plants on behalf of third parties. However, CCI noted that, (i) the market position of REC Solar and SWREL were not significant enough to raise foreclosure concerns; and (ii) the segments in which REC Solar and SWREL exhibit vertical overlap are characterised by presence of other players. Accordingly, CCI concluded that the proposed combination was unlikely to cause an AAEC in India and approved the proposed combination under Section 31(1) of the Act.
[1] Combination Registration No. C-2021/10/879.