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8. He further submitted that overlaps between the parties are insignificant to warrant intervention. The Commission's approval process for combinations relates to review of overelaps between the parties to determine if the transaction is likely to cause appreciable adverse effect on competition. In this regard the horizontal overlap between the parties is limited to the wholesale business to business (B2B) market in India. In the impugned order, the Commission has correctly observed that (i) Flipkart and Walmart are not close competitors in B2B sales; and (ii) their combined market share of less than 5% post Transaction does not raise competition concerns. Moreover the actual vertical overlaps between the parties is miniscule. These facts and figures have not been challenged by the appellant.

"20. In terms of Section 6, the proposal for combination is required to be given to the 'Commission' by way of notice in the form as may be prescribed with the fee, which reads as follows:
"6. Regulation of combinations─ (1) No person or enterprise shall enter into a combination which causes or is likely to cause an appreciable adverse effect on competition within the relevant market in India and such a combination shall be void.

21. From the aforesaid provisions, following facts emerge:
i. Section 6 relates to 'Regulation of combinations'. Sub-section (1) of Section 6 prohibits a person or enterprise from entering into a Competition Appeal (AT) No.62/2018 combination which causes or is likely to cause an appreciable adverse effect on competition with the relevant market in India and if that be so, in such case, a combination shall be void.

12. From the impugned order we find that it is clear that the Commission considered the business activity of Flipkart India as well as 2nd Respondent (Walmart). On consideration of the same the assessment of the proposed combination was made to consider it pertinent to elaborate its legal mandate while assessing a combination as opposed to a conduct related to anti- competitive agreements and abuse of dominance. The Commission observed unlike anti-competitive agreements and abuse of dominance conduct, that are prohibited, combinations are only regulated under the Act for the purpose of provision of Section 6(1) i.e. combination which causes or is likely to cause an adverse effect on competition within the relevant market in India. It Competition Appeal (AT) No.62/2018 considered the horizontal overlap and what is overlap. The Commission observed that both the parties are engaged in B2B sales and thus, there exists horizontal overlap between their businesses in the said segment. 2nd Respondent (Walmart) has proposed the relevant market as 'pan-India market for B2B sales', which is being characterized by intense competition among a very large number of competitors-both online and offline. The Commission observed that both the parties to the Proposed Combination are entities with foreign investments and are thus governed by the Foreign Director Investment Policy which explains B2b Sales as "Cash and Carry Wholesale trading/Wholesale trading, would mean sale of goods/merchandise to retailers, industrial, commercial, institutional or other professional business users or to other wholesalers and related subordinated service providers. Wholesale trading would, accordingly, imply sales for the purpose of trade, business and profession, as opposed to sales for the purpose of personal consumption. The yardstick to determine whether the sale is wholesale or not would be the type of customers to whom the sale is made and not the size and volume of sales. Wholesale trading would include resale, processing and thereafter sale, bulk imports with export/ex-bonded warehouse business sales and B2B e-commerce. This lays the boundaries of B2B sales within which the parties to the combination have to operate.