[By Agrima Bajpai & Kritika Soni]
The authors are students of National Law Institute University, Bhopal.
Introduction
The Air India-Vistara merger has been picking up speed since the approval was granted by the Chandigarh Bench of the National Company Law Tribunal (“NCLT”) in early June this year. The merger is likely to make it India’s largest international carrier and the 2nd largest domestic carrier, second only to Indigo. The entities are owned by the Tata Group and shall be merged under the “Composite Scheme of Arrangement”. Additionally, the low-budget carriers of the Tata Group namely, Air India Express as well as AIX Connect (formerly known as, “AirAsia India”), shall also be combined with the merged entity and will be collectively known as Air India Limited.
The merger would likely hold 22.5% of the market share and received a green light from the Competition Commission of India (“CCI”) in September last year. The competition regulator shall continue to monitor and report the merger’s development, progress and effect on the Indian economy, particularly the aviation sector. Air India is a part of the Star Alliance which already houses some of the biggest global airlines. This means that the merged entity will have the benefit of an increased fleet size and access to more flying routes, greater connectivity, more destination options for consumers, enhanced quality of service and cost-effective business solutions.
The merger is a huge step forward in the aviation industry. However, it comes with its own set of complications and troubles. This article aims to discuss the next step forward for the merger in terms of both its victories as well as hurdles.
Understanding the Merger
The Tata Group acquired government-owned Air India in 2022 and shortly after, announced its merger with Vistara. Air India is a flag carrier airline of India serving a variety of international and domestic destinations whereas Vistara is a joint venture of Tata Sons and Singapore Airlines in a 51:49 partnership, respectively. As a result of the merger, Singapore Airlines will have a 25.1% shareholding in the combined entity.
This merger has been approved under the “Composite Scheme of Arrangement” by the NCLT under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The scheme obtained approvals from both the CCI and the Competition and Consumer Commission of Singapore (“CCS”), Singapore’s antitrust regulator. After the CCI had approved the merger, the CCS had only granted conditional approval, having raised concerns that could eventually affect the competition in India. These included concerns over the parties holding the majority of the market share in the aviation industry in four major routes of Singapore and India. However, to address these concerns the parties suggested that they would appoint independent auditors to oversee and supervise adherence to their flight capacity commitments which they had proposed to keep at pre-COVID levels. Consequently, they would submit both annual and interim reports to monitor compliance. These proposed commitments were seen as adequate to address the competition concerns raised by Singapore’s antitrust regulator.
NCLT further directed that Vistara be dissolved without undergoing the process of winding up once the airlines merge. It stipulated the transfer of all concessions or benefits to which it was entitled under statutes like the Income Tax Act to Air India Limited. Subsequently, all contractual obligations, liabilities, and employees of Vistara would be deemed transferred to Air India.
Unfolding Challenges and Opportunities
While the merger may be ridden with complexities of its own in the current scheme of things, it has numerous advantages not only for the stakeholders but also for the Indian economy.
Staff Integration
After a merger or acquisition, the biggest challenge is integrating the staffs of the merging companies. Sensitive handling by HR and top executives is crucial to address potential conflicts over pay structure, seniority, rank, and promotions. Deciding who holds executive positions can create tension. These sensitive issues must be managed responsibly to ensure a successful merger, as employee dissatisfaction can harm the company.
Returning to the current topic, a recent occurrence pointed towards troubled waters in the whole Air India-Vistara realm. Several Vistara pilots and crew members called in sick which led to delays and flight cancellations. If we go by the sources, it is rumoured that not all of Vistara’s staff is likely to be merged with Air India. Even though the combined entity is supposed to house 218 aircraft, it does not have the means to keep all staff onboard. Furthermore, the Air India Express Employees Union, which comprises mostly the cabin crew, had also previously adhered to the same strategy by calling in sick. The staff is clearly dissatisfied with the new worker appreciation policy, mismanagement, and unequal treatment of the staff under the guise of the merger. Many valuable pilots and senior cabin crew members have been leaving since everyone is not expected to be a part of the merged entity. This is more concerning since both Vistara and Air India are losing their prized employees
Air India’s Commercial Pilot Union and the Indian Pilot’s Guild are also on the side of the disgruntled employeesThe Directorate General of Civil Aviation (“DGCA”) had also intervened and asked the CEOs of both companies to sort out these obstacles in an internal capacity. Needless to say, if these employee troubles are not resolved soon, the future of the merged entity is likely to be in peril.
Profitability and Consumer Base
Despite differentiating its service levels, Vistara has consistently struggled with profitability due to costs being about 30% higher than its low-cost competitors. Ticket prices have not fully compensated for this disparity. Although reducing losses, Vistara still operates at a deficit, with cumulative losses exceeding Rs. 9000 crores (as of FY 2023). A merger appears to be the only viable solution for turning the business around, making it inevitable despite differing opinions.
Vistara’s loyal fliers are concerned that their trusted brand is being compromised. The airline’s loyalty program, with numerous platinum, gold, and silver members, is particularly attentive to recent changes and hesitant to switch airlines.
Contours of Market Competition
It is no secret that the aviation industry operates on predetermined operational costs which are seemingly high. Moreover, the aviation market is volatile with not a lot of room for profitability. In the current scenario, even though the CCI has approved the merger with modifications and without flagging any potential risks (for the time being), the market is bound to swell as the purchasing power of the consumers increases.
The primary concern which arises in the competition jurisprudence is that of formation of a near duopolistic market in the foreseeable future. Currently, Indigo holds a whopping 61.6% of the market share and 22.5% was held by Air India and Vistara in the first quarter of 2024. One of the main concerns that CCI flagged was that the merged entity would have more than 50% share in most of the Origin and Destination pairs where the services overlapped as opposed to that of Indigo’s or any other carriers. Pertaining to the international market, being the top carrier, they hold 100% of the market share. This clearly suggests that appreciable adverse effect on competition (AAEC) is likely if not today then tomorrow. CCI didn’t dwell on this aspect seriously. Furthermore, such market share would give the top contenders an edge over other competitors leading to collusive and aggressive pricing. As it is, DGCA doesn’t regulate air fares currently. They are based upon the carrier’s overall costs and networks. This only means that in a market which currently falls under differentiated oligopoly will only inch towards a duopoly.
Another concern is the entry of new players. Carriers like Akasa Air, SpiceJet, and Go First have minimal market share, with some facing financial troubles. This capital-intensive market is dominated by established players, and history shows that survival in aviation requires adapting to dynamic conditions. In the recent Skytrax Rankings, Vistara held the 16th position among the world’s best Airlines thereby setting standards and increasing competition.These speculations are based on CCI’s ex-ante approval and market projections, but only time will reveal how competition will evolve in such a dynamic market.
Triumph in the Skies
The merger can definitely be seen as a win-win. It has a lot of potential for renewing and redefining growth in areas where the merging companies currently lack and expand in areas where they already excel. . Additionally, the combined resources of the merged entity will help provide better services, enhance cost effectiveness, reduce layover time for consumers due to integrated staff and fleet, and aid in better utilisation of both physical and technical resources.
Air India, with a large domestic and international customer base, has suffered from financial and service quality issues. Conversely, Vistara boasts a loyal consumer base focused on premium experiences. With distinct loyalty programs, the merged entity can offer better packages and attractive redemption points, ensuring current customer loyalty while attracting new ones. This strengthens the merged entity’s market position, countering competition and increasing market share. These benefits contribute to the entity’s survival, provided earlier-mentioned issues are handled sensitively and flexibly.
Conclusion
The Air India-Vistara merger, approved by regulatory bodies, marks a significant move in Indian aviation. It aims to create India’s largest international and second-largest domestic carrier, offering expanded routes, improved service quality, and enhanced operational efficiency. Challenges like staff integration and competitive pressures need careful management for successful outcomes. With effective handling, the merged entity can strengthen its market position, attract more customers, and contribute positively to India’s aviation sector.