Jurisdiction - India
India – CCI Approves The Separation Of Commercial Operations By Bharti And Wal-Mart.

27 January, 2014



On December 12, 2013, CCI approved the commercial split between the Wal-Mart group and the Bharti group in India by means of two inter-connected and inter-dependent transactions (‘Proposed Combination’). The Proposed Combination involved the following two steps –

i. The acquisition of 50% of the equity share capital minus 515 equity shares of Bharti Wal-Mart Private Limited (‘BWM’) from Bharti Ventures Limited (‘BVL’) and Cedar Support Services Limited (‘Cedar’) by Wal-Mart Mauritius (1) Holdings Co. Ltd. (‘WMM(1)’); and
ii. The acquisition of about 49% of the equity share capital, via compulsorily convertible debentures of Cedar from Wal-Mart Mauritius (4) Holdings Co. Ltd. by BVL. Post the Proposed Combination, the Wal-Mart group, through WMM(1) & Wal-Mart Mauritius (2) Holdings Co. Ltd., would hold 100% of the equity share capital of BWM, and the Bharti group, through BVL, would hold 100% of the equity share capital of Cedar.

CCI observed that WMM(1), a wholly owned subsidiary of Wal-Mart Stores Inc. (‘WMT’), is a Mauritius based holding company of the Wal-Mart group, and is not engaged in any business activity in India. BVL is an investment holding company of the Bharti group. Cedar, a wholly owned subsidiary of BVL, provides real estate consultancy services. Cedar is the parent company and holds 100% of the equity share capital of Bharti Retail Limited (‘BRL’). BRL operates in the retail space in India and owns and operates a chain of 190 neighbourhood stores under the brand ‘Easyday’, along with a chain of 21 compact hypermarkets under the brand ‘Easyday Market’. Further, the Bharti group also has a joint venture company named Fieldfresh Foods Private Limited (‘Fieldfresh’) with Philippines based Del Monte Pacific Limited. Fieldfresh is involved in the production of food and beverage products in India and also exports branded fresh vegetables. On the other hand, BWM operates in the wholesale space in India, and owns and operates 19 wholesale ‘cash & carry’ stores under the brand name ‘Best Price Modern Wholesale’. CCI observed that, as opposed to BRL, BWM does not operate in the retail space in India or provide any goods / services to retail customers in India.

Further, while BWM is currently the sole merchandise vendor for BRL, this relationship is envisaged to continue post the Proposed Combination. CCI was of the opinion that, given the presence of alternate sources of procurement, even the termination of this vertical arrangement was unlikely to affect BRL or the retail market in general. In addition, Fieldfresh is one of the numerous suppliers to BRL’s stores for certain food and beverage products.

In light of the above, CCI was of the opinion that the Proposed Combination was unlikely to have an Adverse Effect, and accordingly approved it under sub-section (1) of Section 31 of the Act.




For further information, please contact:


Zia Mody, AZB & Partners
[email protected]


Abhijit Joshi, AZB & Partners 
[email protected]

Shuva Mandal, AZB & Partners 
[email protected]


Samir Gandhi, AZB & Partners
[email protected]

Percy Billimoria, AZB & Partners 
[email protected]


Aditya Bhat, AZB & Partners 
[email protected]

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