Various parties submitted that their respective transactions would fall under the Green Channel route. In this route of deemed approval, parties scrutinise their Combination transactions to check whether they qualify for this route. This route is stipulated under Regulation 5A(1) read with Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended). There were three transactions that were approved under this route.

i.   Acquisition of Shares and Control of SREI Infrastructure Finance Limited by National Asset Reconstruction Company Limited and India Debt Resolution Company Limited

This notification related to the acquisition of a majority of the equity share capital of SREI Infrastructure Finance Limited (‘SREI’) and control over SREI by National Asset Reconstruction Company Limited (‘NARCL’) and India Debt Resolution Company Limited (‘IDRCL’).^[1] The notification was filed in furtherance of the resolution plan submitted by NARCL in relation to the corporate insolvency resolution process of SREI and SREI Equipment Finance Limited (SREI’s wholly owned subsidiary).

The business of NARCL involves taking over the stressed assets of banks which in turn assist banks to clean up their balance sheets. It is a ‘Government Company’ incorporated under the provisions of the Companies Act 2013 pursuant to a mandate of the government of India. It is registered with the Reserve Bank of India as an ‘asset reconstruction company’ under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

IDRCL’s business is with respect to providing debt management services like resolution of stressed assets which is the mandate given by the Government of India. IDRCL advises NARCL on acquisition of stressed financial assets/companies.

SREI is engaged in providing financing/leasing for procurement of infrastructure equipment used in construction, roads, mining, railways etc. It is also engaged inter-alia in services like infrastructure project advisory services, financial advisory services, insurance broking services and merchant banking services.

ii.   Setting Up of an Infrastructure Investment Trust called the Cube InvIT and Transfer of Certain Portfolio SPV to the Cube InvIT

This notification relates to the setting up of an infrastructure investment trust and transfer of certain portfolio SPVs.^[2] This transaction consists of three parts. Firstly, an infrastructure investment trust called Cube InvIT would be set up. Secondly, portfolio SPVs owned by Cube Highways and Infrastructure Pte. Ltd, Cube Highways and Infrastructure I-D Pte Ltd., Cube Highways and Infrastructure II Pte Ltd., Cube Highways and Infrastructure III Pte Ltd. and Cube Mobility Investments Pte Ltd. (‘SPV Transferors’) would be transferred to Cube InvIT. Thirdly, there would be an investment in Cube InvIT by way of fresh issue, offer for sale of ordinary units and allot and transfer of units to the SPV Transferors, Seventy Second Investment Company LLC (‘72nd Investment Company’), BCI IRR Inc. and BCI IRR LP. Additionally, 72nd Investment Company, Varese IRR LP, and Platinum Rock B 2014 RSC Limited (‘Platinum Rock’) will be making investments and/or acquiring rights in each of Cube Highways Advisory Pte. Ltd. and Cube Highways and Infrastructure V Pte. Ltd. The following parties are part of this transaction:

Cube InvIT is an infrastructure investment trust registered with the SEBI under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (as amended).

a.     Platinum Rock is the trustee of the Platinum Stone A 2014 Trust and has, in such capacity, made several investments across the world (including India) in various infrastructure sectors, such as transportation, utilities, energy and fund investments. It does not, however, carry out any other business activities, whether in India or globally.

b.     72nd Investment Company is an investment entity, wholly owned by an investment vehicle of the Government of Abu Dhabi and is incorporated in the Emirate of Abu Dhabi, United Arab Emirates.

c.     BCI (i.e., BCI IRR LP, BCI IRR Inc. and Varese) are controlled by affiliates of British Columbia Investment Management Corporation (‘BCIMC’). BCIMC manages investments across a range of asset classes such as fixed income, public and private equity, infrastructure and renewable resources and real estate and commercial mortgages.

d.     Twenty five portfolio SPVs are part of this transaction and these mostly operate road infrastructure assets across several states in India.

e.     ISQ Asia Aggregator Pte. Ltd, along with two affiliates, and Japan Highways International B.V., are also party to this transaction.

iii.   Acquisition of Shareholding by Indian Business Excellence Fund Through a Combination of Secondary Share Purchases of Equity Shares and Subscription to Compulsorily Convertible Debentures of VVDN Technologies Private Limited

This notification relates to an acquisition by Indian Business Excellence Fund (‘IBEF’) of VVDN Technologies Private Limited (‘VVDN’) secondary share purchases of equity shares and subscription to compulsorily convertible debentures.^[3]

IBEF is a Category II alternative investment fund registered with SEBI. It is a sector agnostic fund providing growth capital to mid-sized companies.

VVDN is engaged in the business of providing Electronic Manufacturing Service/Original Design Manufacturing services. It provides these services to both domestic and global customers in 5G, networking & Wifi, camera-based solutions, cloud-based solutions etc.

^[1]  C-2023/04/1016

^[2]  C-2023/04/1018

^[3]  C- 2023/04/1021