Feb 14, 2018

CCI approves amalgamation of IndusInd Bank Limited and Bharat Financial Inclusion Limited*

On December 19, 2017, CCI approved the amalgamation of Bharat Financial Inclusion Limited (‘BFIL’) into IndusInd Bank Limited (‘IBL’) (‘Proposed Combination’) by way of the following steps: (i) amalgamation of BFIL into IBL (‘Amalgamation’) in which shares of IBL would be issued to shareholders of BFIL in accordance with the share entitlement ratio as set out in the Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013; (ii) preferential allotment of share warrants convertible into one share of IBL to IndusInd International Holdings Limited (‘IIHL’) and IndusInd Limited (‘IL’) (collectively, ‘IBL Promoters’), such that IBL Promoters would hold up to 15% (on an aggregate basis) of the total expanded issued and paid up equity share capital of IBL on a fully diluted basis; and (iii) post the Amalgamation, the transfer of IBL’s Business Correspondent Business, as a going concern, to its wholly owned subsidiary (‘Subsidiary’) by way of a slump exchange, in consideration for which the Subsidiary would issue its equity shares to IBL. BFIL and IBL are together referred to as (‘Parties’).IBL is a private sector bank engaged in the provision of a range of banking and financial services to individual consumers, corporate and commercial entities as well as the provision of affordable financial services in under-served areas through business correspondent arrangements with non-banking financial company - micro finance institutions (‘NBFC-MFIs’). BFIL is a listed public company, registered with the Reserve Bank of India as a NBFC-MFI. It is primarily engaged in providing small value loans and certain other basic financial services to women, prominently in rural areas in India.CCI noted the existence of horizontal overlaps between the Parties on account of both entities being engaged in the provision microfinance services. However, CCI noted the existence of different institutional sources for micro finance loans in India as well as the presence of several unorganized/individual lenders. Accordingly, from a supply side perspective, customers had the choice to avail micro financing servicing from several alternatives. CCI reviewed horizontal overlaps between the Parties in the market for provision of micro finance loans, by organized financial institutions as well as by the unorganized sector i.e. non-institutional lenders and concluded that the combined market share of the Parties in all such markets is insignificant to raise any competition concerns as such. On this basis, CCI approved the Proposed Combination under sub-section (1) of Section 31 of the Act.
*Combination Registration No. C-2017/11/53.

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