Competition Law | September 2024 - Competition Commission Of India

Merger Control

CCI approves 8 (eight) combinations in the month of September 2024; detailed approval orders to be published

1. merger of Tata Motor Finance Limited into Tata Capital Limited;
2. acquisition of shareholding of Rane NSK Steering Systems Private limited by Rane Holdings Limited;
3. acquisition of shareholding of Utkarsh CoreInvest Limited by Citrine Inclusion Limited;
4. acquisition of shareholding of Vastu Housing Finance Corporation Limited by Naspers B.V.;
5. acquisition of Actis Holdings S.à.r.l. by GAP Arthur Holdco, L.P;
6. acquisition of Sunbeam Lightweighting Solutions Private Limited by Craftsman Automation Limited;
7. acquisition of Home Credit India Finance Private Limited by TVS Holdings Limited, Srinivasan Trading Private Limited, Mr. K. Gopala Desikan, Mr. Anuraag Agarwal, Mr. V. Ganesh, and GWC Family Fund Investments Pte. Ltd. and PI Opportunities Fund-I;
8. acquisition of 12 (twelve) special purpose vehicles of PNC Infratech Limited and PNC Infra Holdings by Highway Infrastructure Trust.

(Source: CCI Website)

CCI approves acquisition of minority shareholding of Sneha Farms Private Limited by Mitsui & Company Limited

CCI approved the acquisition of shareholding of 25.01% shareholding of Sneha Farms Private Limited ("Sneha Farms") by Mitsui & Company Limited ("Mitsui") (referred to as the "Proposed Transaction").

Sneha Farms, with its subsidiary, Singh Poultry Private Limited, is inter alia engaged in the poultry business in India. Mitsui, through its affiliates, is inter alia engaged in the business of manufacturing of steel products, automotive components and sale of agriculture related products (including fish feed, as well as agricultural machinery), etc. Accordingly, CCI noted that the business activities of the parties overlap in the market for manufacture and sale of fish feed in India.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI also examined the potential vertical link between the activities of the parties in the upstream market for manufacture and sale of feed additives in India, where Mitsui (through its affiliates) was present and the downstream market for manufacture and sale of animal feed in India where Sneha Farms was present. Given the low market shares of the parties with the presence of several significant players in the vertical market, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

CCI approved the Proposed Transaction in 39 (thirty-nine) calendar days.

(Source: CCI order dated June 25, 2024)

CCI approves acquisition of majority shareholding of Cigniti Technologies Limited by Coforge Limited

CCI approved the acquisition of up to 54% shareholding of Cigniti Technologies Limited ("Cigniti") by Coforge Limited ("Coforge") (referred to as the "Proposed Transaction").

Both Coforge and Cigniti are publicly listed companies and are engaged in Information Technology ("IT") and IT Enabled Services ("ITeS") services in India and abroad. Accordingly, CCI noted that the business activities of the parties overlap in the broad markets for the provision of IT and ITeS and narrower markets for the provision of: (a) IT outsourcing services; (b) application outsourcing services; (c) development and integration services; and (d) application development services in India.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI also examined the potential complementary links between the business activities of the parties in the market for the provision of application development services, where both Coforge and Cigniti were present, and the market for the provision of software testing services, where Cigniti was present. Given the low market shares of the parties with the presence of several significant players in each of the complementary markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

CCI approved the Proposed Transaction in 35 (thirty-five) calendar days.

JSA represented Coforge in the approval process before CCI.

(Source: CCI Order dated June 25, 2024)

CCI approves combination involving Magna Automotive India Private Limited and SKH M India Private Limited

CCI approved the acquisition of: (a) chassis and body-in-white ("BIW") business division ("Target Business") of Magna Automotive India Private Limited ("Magna India")¹ by SKH M India Private Limited ("SKH India"); and (b) 15% shareholding of SKH India by Magna India (together referred to as the "Proposed Transaction").

The Target Business of Magna India inter alia comprises manufacture and sale of chassis and BIW components for 4 (four) wheeler passenger vehicles. SKH India belongs to Krishna group, which is inter alia engaged in the manufacture of fuel tanks, chassis, BIW components and seat structures for passenger vehicles. Accordingly, CCI noted that the business activities of the parties overlap in the market for: (a) chassis components for Utility Vehicles ("UVs"); (b) chassis components for compact and mid-sized passenger cars; (c) BIW components for UVs; and (d) BIW components for compact and mid-sized passenger cars.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI also examined the vertical link between the activities of the parties in the upstream market of manufacture and supply of tools/moulds for chassis and BIW components in India and downstream market of manufacture and supply of chassis and BIW components. Given the low market share of the parties in the vertical market, CCI noted that the Proposed Transaction is not likely to raise any foreclosure concerns.

CCI approved the Proposed Transaction in 98 (ninety-eight) calendar days.

(Source: CCI Order dated May 28, 2024)

CCI approves acquisition of majority shareholding of Ismartu India Private Limited by Dixon Technologies (India) Limited

CCI approved the acquisition of up to 56% shareholding of Ismartu India private Limited ("Ismartu India") by Dixon Technologies (India) Limited ("DTIL") (referred to as the "Proposed Transaction").

Ismartu India is engaged in provision of Electronics Manufacturing Services ("EMS") for the manufacture of mobile phones, and DTIL is engaged in the provision of EMS for mobile phones, laptops, security systems, etc. Accordingly, CCI noted that the business activities of the parties overlap in the: (a) broad market for the provision of EMS for communication in India; (b) narrower market of mobile phones and tablets; and (c) narrowest markets for: (i) smartphones; and (ii) feature phones in India.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI also examined the vertical links between the activities of the parties in the:

2. upstream market for manufacture of printed circuit board assembly for mobile phones and downstream market for the provision of EMS for communication for mobile phones; and
3. upstream market for manufacture of manufacturing of LCD module display for mobile phones and downstream market for the provision of EMS for communication for mobile phones.

Given the low market shares of the parties with the presence of several significant players in each of the vertical markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

CCI approved the Proposed Transaction in 91 (ninety-one) calendar days.

JSA advised Ismartu India before CCI.

(Source: CCI order dated July 18, 2024)

CCI approves acquisition of Arjas Modern Steel Private Limited by Sandur Management & Iron Ore Limited and BAG Holdings Private Limited

CCI approved the: (a) the acquisition of 80% and 19.12% shareholding of Arjas Steel Private Limited ("ASPL") by Sandur Management & Iron Ores Limited ("SMIORE") and BAG Holdings Private Limited ("BHPL")² respectively; and (b) the indirect acquisition of control of Arjas Modern Steel Private Limited ("AMSPL")³ by SMIORE and BHPL (together referred to as the "Proposed Transaction").

ASPL is engaged in the business of manufacturing and sale of coke, steel products, and heavy ingots. SMIORE is engaged in the business of mining and has diversified into ferroalloys, coke and energy. Accordingly, CCI noted that the business activities of the parties overlap in the market for production and sale of coke in India.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI also examined existing and potential vertical links between the activities of the parties in the:

1. upstream market for production and sale of coke and downstream market for production of steel;
2. upstream market for production and sale of ferroalloys and downstream market for production of steel; and
3. upstream market for production and sale of iron ore and downstream market for manufacture and sale of steel products, pig iron, billets and heavy ingots.

Given the low market share of the parties in each of the vertical markets, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

CCI approved the transaction in 43 (forty-three) calendar days.

(Source: CCI order dated July 18, 2024)

CCI approves acquisition of Berhyanda Midco Limited by Platinum Poppy C 2024 RSC Limited

CCI approved the acquisition of: (a) 21.76% shareholding in Berhyanda MidCo Limited ("Berhyanda MidCo") by Platinum Poppy C 2024 RSC Limited ("Platinum Poppy"); and (b) 25% ordinary shares of Berhyanda Limited ("Berhyanda") by Platinum Poppy (together referred to as the "Proposed Transaction"). Post the Proposed Transaction, Platinum Poppy will have an indirect non-voting economic interest in Suven Pharmaceuticals Limited ("Suven").

Berhyanda MidCo and Berhyanda are owned by Advent International L.P ("Advent"). Berhyanda holds 50.1% in Suven which is engaged in the manufacture and sale of Active Pharmaceutical Ingredients ("APIs") and intermediaries, and provision of contract development and manufacturing ("CDMO") services in India. Advent group through its portfolio company i.e., Cohance Lifesciences Limited is engaged in the manufacture and sale of APIs.

Platinum Poppy is wholly owned by Abu Dhabi Investment Authority ("ADIA") and ADIA has an investment in Intas Pharmaceuticals Limited which is engaged in the manufacture and sale of APIs and Finished Dosage Formula ("FDFs").

CCI examined the horizontal overlaps between the activities of the parties in the broad markets for: (a) manufacturing and sale of various APIs in India; (b) manufacture and sale of various FDFs in India; and (c) provision of CDMO services in India.

In its competitive assessment, CCI noted that the combined market shares of the parties are low and that a number of significant competitors are present in the market, which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI examined existing and potential vertical links between the activities of the parties in the:

1. upstream market for manufacture of certain APIs and downstream market for manufacture of FDFs; and
2. upstream market for provision of CDMO services for FDFs and downstream market for manufacture/sale of FDFs.

Given the low market shares of the parties in each of the vertical markets, CCI noted that the Proposed Transaction is not likely to raise any foreclosure concerns.

CCI approved the Proposed Transaction in 63 (sixty-three) calendar days.

(Source: CCI order dated July 18, 2024)

CCI approves following combinations under the green channel route:

1. acquisition of certain shareholding of Dream Sports Inc.⁴ by Tiga Acquisition Corporation⁵;
2. acquisition of certain shareholding of RSB Transmissions (I) Limited⁶ by APAC Company XXIX Limited and BC Asia Investments XX Limited⁷ and restructuring of the RSB group;
3. acquisition of certain shareholding R1 RCM Inc.⁸ by TCP-ASC ACHI Series LLLP⁹, Clayton, Dubilier & Rice Holdings LLC¹⁰, Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc.¹¹; and
4. acquisition of certain shareholding of Ather Energy Limited¹² by India-Japan Fund¹³.

The parties notified their transactions under the green channel route as there were no horizontal, vertical, or complementary overlaps between the activities of the parties in India.

(Source: CCI Website)

Footnotes

1 It is owned and operated by Magna International Inc.

2 Its shares are held by the managing director of SMIORE. It is not engaged in any revenue generating activities in India.

3 It is a wholly owned subsidiary of ASPL and is engaged in the manufacture and sale of steel products, and heavy ingots.

4 It is engaged in the business of online gaming.

5 It is engaged in the business of fund management and belongs to Tiga group.

6 It is engaged in the business of manufacturing automotive engineering components.

7 It is indirectly owned and controlled by funds managed and/or advised by Bain Capital.

8 It is a public trading company that provides technology-driven software solutions for health systems, hospitals and physician groups.

9 It is a joint venture between TowerBrook Capital Partners L.P. and Ascension Health Alliance. Ascension Health Alliance is a non-profit entity providing healthcare services, delivery and solutions to support personalized care, through its subsidiaries.

10 It is a private equity investment group.

11 Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc. are special purpose vehicles created for the purpose of the proposed transaction.

12 It designs and develops electric 2 (two) wheeler scooters, associated software, accessories and charging infrastructure as well as manufacturing of battery packs and assembly of the said electric 2 (two) wheeler scooters.

13 It is a trust registered as a category II alternate investment fund with the Securities and Exchange Board of India.

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