Tuesday, August 11, 2015

[aaykarbhavan] Judgments and Information, [2 Attachments]








Approves Reliance Capital's share-acquisition by Sumitomo, observes no change in Reliance's control

CCI approves acquisition of 2.77% share capital of Reliance Capital Limited ('RCL') by Sumitomo Mitsui Trust Bank Limited ('SMTBL'), a Japan based banking and financial services company through share subscription, in form of strategic alliance for establishment of a universal bank; Notes that RCL is non-deposit taking NBFC registered in India, while SMTBL, in India, is engaged in providing loans to Indian companies as ECB under FEMA Regulations; Holds that proposed combination does not lead to any change in control of RCL; Observes that both RCL and SMTBL have insignificant market share in the markets of 'loans to large corporate customers, investment advisory services and fund management services to alternative investment funds', characterised by large number of players in each markets which will constitute a competitive constraint; Thus, holds that proposed combination is not likely to have an appreciable adverse effect on competition in India:CCI

Approves R&D on surgical intervention robotics by JV between Google & Johnson & Johnson's subsidiaries

CCI approves combination between Johnson & Johnson Innovation ('JJDC'), Ethicon Endo-surgery Inc. ('Ethicon'), and Google Inc. ('Google') relating to formation of joint venture ('JV'), viz., Warren Robotics Inc.; Notes that JV aims at carrying research & development in respect of robotic system for surgical intervention and proposed combination involves transfer of certain assets (including intellectual property and related assets) from Google and Ethicon to the JV;  Further observes that JJDC (subsidiary of Johnson & Johnson), a venture capital company engaged in identifying strategic investment opportunities in area of health care & technology shall hold 23.1 % in JV, Ethicon (another subsidiary of Johnson & Johnson) - active in manufacture & marketing of surgical technologies and solutions shall hold 6.8 % equity shareholding and Google, specializing inter-alia in Internet-related services and products shall hold 70.1 % shareholding in JV; Notes that the assets contributed to JV, which will focus on R&D for robotic surgery, are located entirely outside India and states that, "there is also no horizontal overlap or vertical relationship between the Parties in India"; Thus, holds that proposed combination is not likely to have an appreciable adverse effect on competition in India:CCI

Approves pharma co's acquisition by Mitsui's subsidiary; Vertical & horizontal-overlap not competition-adversarial

CCI approves acquisition of 20% shares of Keimed Private Limited ('Keimed'), engaged in wholesale distribution of pharmaceutical products and hospital consumables across India, by Mitsui & Co. (Asia Pacific) Pte. Ltd. ('Mitsui Singapore'), a general trading co. in Asia Pacific region; Notes that acquisition is to be effected through purchase of equity shares from existing shareholders of Keimed and through fresh subscription of shares, along with certain affirmative voting rights including voting on strategic decisions such as entering into any new lines of business/division etc; Observes that Mitsui Singapore is a wholly owned subsidiary of Mitsui Co. Ltd. that holdsequity share capital in two Indian entities present in pharmaceutical sector, viz., Claris Otsuka Private Limited ('Claris') & Guardian Nutrition and Health Supplements Private Limited ('Guardian'); Notes that Claris is engaged in manufacturing of infusion products across therapeutic segments including infusion therapy, parenteral nutrition etc, observes that there is vertical relationship between Claris & Keimed, however, holds, "it is not significant enough to result in any vertical foreclosure"; Further notes that Guardian is engaged in wholesale distribution of medicines, observes that there is horizontal overlap between Guardian & Keimed, however, holds that, it is "not significant enough to raise any competition concerns"; Thus, holds that the proposed combination is not likely to have any adverse effect on competition in India:CCI

Approves Mphasis' & MSource's domestic BPO business acquisition by Hinduja Global Solutions

CCI approves combination, allowing Hinduja Global Solutions Limited ('Acquirer') to acquire domestic business process management/ outsourcing ('BPM/BPO') business of MSource (India) Private Limited, pvt ltd co. providing BPM/BPO solutions and its parent co.,Mphasis Limited ('Sellers'), listed public limited company engaged in providing a range of BPM/BPO services; CCI observes that acquirer and sellers provide similar services in BPM/BPO segment across different industries in India and delineates the relevant market as market for provision of BPM/BPO services to customers in India; Observes presence of large number of domestic BPM/BPO sector in relevant market, like Concentrix, Aegis Limited, Firstsource Solutions Limited, etc., which will act as competitive constraint; Also notes that post combination, market share of Acquirer will not be significant; Thus holds that the proposed combination is not likely to have any adverse effect on competition in India:CCI


Managing Director, not company, liable u/s 138 for cheque issued from personal account

SC sets aside Bombay HC order, directs respondent (Managing Director of Salvi Infrastructure Pvt. Ltd.) to undergo simple imprisonment for 5 months and orders for ​payment of compensation to the extent of twice the cheque amount along with interest for non-compliance of Section 138 of Negotiable Instrument Act; Notes the facts that Respondent had issued cheque in his personal capacity for the payment obligation of Salvi Infrastructure Pvt. Ltd.; Peruses Sec. 138, notes the essentials for attracting liability: (i) Person who is to be made liable should be 'drawer' of cheque, (ii) Cheque should be drawn on account maintained by him with banker for payment of any amount of money to another person (iii) Payment shall be for discharging whole or part, of any debt or other liability; Rejects respondent's contention that appellant-company and its Directors ought to have been made liable u/s 138, holds that "where the cheque drawn by the employee of the appellant company on his personal account, even if it be for discharging dues of the appellant-company and its Directors, the appellant-company and its Directors cannot be made liable under Section 138"; Opines that the respondent be made liable u/s 138, even though the company had not been named in the notice or the complaint, observes that there was no necessity to prove that respondent was in-charge of company affairs, relies on SC​ ruling in P.J. Agro Tech Limited and Ors. Vs. Water Base Ltd:SC

The order was passed by Justice Pinaki Chandra Ghose & Justice Uday Umesh Lalit.
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Posted by: Dipak Shah <djshah1944@yahoo.com>


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