Merger Control

CCI approves 9 (nine) combinations in the month of July 2024; detailed approval orders to be published

1. acquisition of shareholding of Berhyanda Limited and Berhyanda MidCo Limited by Platinum Poppy C 2024 RSC Limited;
2. combination involving Arjas Steel Private Limited and Arjas Modern Steel Private Limited by Sandur Manganese & Iron Ores Limited and BAG Holdings Private Limited;
3. acquisition of shareholding in Ismartu India Private Limited by Dixon Technologies (India) Limited.
4. combination involving Paradeep Phosphates Limited; Mangalore Chemicals & Fertilizers Limited; and Zuari Maroc Phosphates Private Limited;
5. acquisition of Viterra Limited by Bunge Global SA;
6. combination involving Amazon Asia-Pacific Holdings Private Limited, Frontizo Business Services Private Limited, Appario Retail Private Limited, Haverl LLC, Clicktech Retail Private Limited, New Trends Commerce Private Limited, and Clicktech Enterprise Private Limited;
7. acquisition of certain shareholding of Aakash Educational Services Limited by Manipal Health Systems Private Limited and MEMG Family Office LLP;
8. acquisition of minority shareholding in Shriram LI Holdings Private Limited by Sanlam Emerging Markets (Mauritius) Limited;
9. acquisition of minority shareholding of Shriram GI Holdings Private Limited by Sanlam.

(Source: CCI Website)

CCI approves acquisition of additional shareholding of Sanyo Special Steel Manufacturing India Private Limited by Sanyo Special Steel Co. Limited

CCI approved the acquisition of additional shareholding of 15.43% of Sanyo Special Steel Manufacturing India Private Limited by Sanyo Special Steel Co. Limited¹ (referred to as the "Proposed Transaction").

CCI examined the horizontal overlaps between the activities of the parties in the market for manufacture and sale of steel bars in India.

On the competition assessment, CCI noted that: (a) the combined market share of the parties are low; and (b) several significant players are present in the relevant 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 links between the activities of parties in the upstream market for manufacture and sale of steel ingots and downstream market for manufacture and sale of steel bars in India. 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 foreclosure concerns.

CCI approved the Proposed Transaction in 47 (forty-seven) calendar days.

(Source: CCI Order dated April 30, 2024)

CCI approves acquisition of shareholding of HDFC Credila Financial Services Limited by Shinhan Bank Co. Limited

CCI approved the acquisition of 10.94% shareholding of HDFC Credila Financial Services Limited ("HDFC Credila")² by Shinhan Bank Co. Limited³ (referred to as the "Proposed Transaction").

CCI examined the horizontal overlaps between the activities of the parties⁴ in the broad market for: (a) provision of loans and lending services; and (b) distribution/referral of insurance products and services in India and in the narrow markets for distribution/referral of (i) life insurance products and services; and (ii) general insurance products and services in India.

On the competition assessment, CCI noted that: (a) the combined market shares of the parties are low; and (b) several significant players are present in each of the relevant markets which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI approved the Proposed Transaction in 42 (forty-two) calendar days.

(Source: CCI Order dated 28 May 2024)

CCI approves internal restructuring of the Godrej group

CCI approved the internal restructuring of the Godrej group ("Proposed Transaction").

The Proposed Transaction involves various steps which inter-alia include realignment of shareholding, realignment of the board of directors and management, reclassification of certain family branches etc. such that post the Proposed Transaction:

1. ABG family (headed by Mr. Adi Godrej) and the NBG family (headed by Mr. Nadir Godrej) will continue to control and manage the GILAC Group Entities⁵; and
2. JNG family (headed by Mr. Jamshyd Godrej) and the SVC family (headed by Ms. Smita Godrej Crishna) will continue to control and manage the G&B Group Entities⁶.

CCI examined the horizontal overlaps between the activities of the parties⁷ in the markets for: (a) real estate development in India and (b) real estate development and school education services in India. On the competition assessment, CCI noted that the Proposed Transaction is not likely to raise competition concerns.

CCI also examined the potential vertical links between the activities of the parties in the: (a) upstream market for home automation items and downstream market for the development and sale of real estate properties in India; and (b) in the:

1. upstream market for manufacture and sale of ready-mix concrete and downstream market for real estate and development in India; and
2. upstream market for manufacturing and sale of wall-forming building materials and downstream market for real estate and development in India.

However, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

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

(Source: CCI Order dated June 18, 2024)

CCI approves combination involving Tianish Laboratories Private Limited, Matrix Pharma Private Limited, Mudhra Labs Private Limited, Mudhra Lifesciences Private Limited, Kotak Strategic Situations India Fund II and Kingsman Wealth Fund PCC Aurisse Special Opportunities Fund

CCI approved the: (a) acquisition of 100% shareholding of Tianish Laboratories Private Limited ("Target")⁸ by Matrix Pharma Private Limited ("Matrix")⁹; (b) subscription of optionally convertible debentures of Mudhra Labs Private Limited ("Mudhra Labs")¹⁰ by Kotak Strategic Situations India Fund II¹¹ and Kotak Alternate Asset Managers Limited¹² (together referred to as the "Kotak Investors"); and (c) subscription of compulsorily convertible preference shares of Mudhra Lifesciences Private Limited ("MLPL")¹³ by Kingsman Wealth Fund PCC Aurisse Special Opportunities Fund ("Kingman")¹⁴ (together referred to as the "Proposed Transaction").

CCI examined the horizontal overlaps between the activities of the parties¹⁵ in the market for manufacture and sale of active pharmaceutical ingredients ("APIs") and in the narrow market for manufacture and sale of 13 (thirteen) overlapping APIs in India.

On the competition assessment, CCI noted that: (a) the combined market shares of the parties are low; and (b) several significant players are present in each of the relevant markets 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 the potential vertical links between the activities of the parties in the upstream market of manufacture and sale of various APIs and downstream market of manufacture and sale of formulations from the said APIs. 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 36 (thirty-six) calendar days.

(Source: CCI order dated May 28, 2024)

CCI approves acquisition of IRB Infrastructure Trust and MMK Toll Road Private Limited by Ferrovial group

CCI has approved the acquisition of: (a) 24% unitholding of IRB Infrastructure Trust ("Private InvIT")¹⁶ by Cintra InvIT Investments B.V. ("Cintra SPV 1")¹⁷; and (b) 24% shareholding of MMK Toll Road Private Limited ("IM")¹⁸ by Cintra IM Investments B.V. ("Cintra SPV 2")¹⁹ (together referred to as the "Proposed Transaction"). Cintra SPV 1 and Cintra SPV 2 belong to the Ferrovial group.

Pursuant to the Proposed Transaction, Cintra SPV 1 will be entitled to certain negotiated rights in the Private InvIT, and Cintra SPV 2 will be entitled to appoint a director on the board of IM along with protective shareholder rights.

CCI examined the horizontal overlaps between the activities of the parties²⁰ in the market for provision of concessionaire services for roads and highways, including operation and maintenance ("O&M") services in India.

On the competition assessment, CCI noted that: (a) the combined market shares of the parties are low; and (b) several significant players are present in each of the relevant markets 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 links between the activities of the parties in the upstream market for engineering, procurement, and construction services for roads and highways in India and the downstream market for provision of concessionaire services for roads and highways in India. 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 79 (seventy-nine) calendar days.

(Source: CCI Order dated June 4, 2024)

CCI approves acquisition of shareholding of Svatantra Microfin Private Limited and rights in Svatantra Micro Housing Finance Corporation Limited by Advent and Multiples Private Equity

CCI approved the acquisition of shareholding of 31.73% and 12.97% of Svatantra Microfin Private Limited ("SMPL")²¹; and (b) rights in Svatantra Micro Housing Finance Corporation Limited ("SMHFCL")²² by Violicina Limited ("Violicina") ²³ (belonging to the Advent group) and Multiples Private Equity GIFT Fund IV ("Multiples")²⁴ ("Proposed Transaction").

CCI examined the horizontal overlaps between the activities of the parties²⁵ in the broad market for the provision of loans and lending services in India, and narrower markets for the provision of:

1. retail loans which can be further segmented as: (a) home loans; (b) microfinance loans²⁶; (c) loans against properties; and (d) personal loans²⁷, in India; and
2. wholesale loans which can be further segmented as construction finance (including project finance) or real estate loans, in India²⁸.

(together referred to as the "Relevant Markets")

On the competition assessment, CCI noted that: (a) combined market shares of the parties are low; and (b) several significant players are present in the Relevant Markets which will pose competitive constraints on the parties. In view of the same, the Proposed Transaction is not likely to raise competition concerns.

CCI approved the transactions in 54 (fifty-four) calendar days.

CCI order dated May 21, 2024 (Multiples transaction)

CCI approves demerger of hotels business from ITC Limited into ITC Hotels Limited and acquisition of shareholding of ITC Hotels by ITC and shareholders of ITC Limited

CCI approved: (a) the demerger of the hotels business from ITC Limited ("ITC")²⁹ to ITC Hotels Limited ("ITC Hotels")³⁰; and (b) the acquisition of shareholding of ITC Hotels by ITC and shareholders of ITC (referred as to the "Proposed Transaction")

CCI examined the horizontal overlaps between the activities of the parties³¹ in the broad market for operation of 4 (four) and 5 (five) star hotels in India and the narrower market for operation of 4 (four) and 5 (five) star hotels in 13 (thirteen) cities in India ³².

On the competition assessment, CCI noted that the Proposed Transaction, being an internal restructuring of ITC, is not likely to raise competition concerns.

CCI examined the potential vertical links between the activities of parties in the market for provision of travel and travel related services. Given that there was no change in control, CCI noted that the Proposed Transaction is not likely to raise foreclosure concerns.

CCI approved the Proposed Transaction in 37 (thirty-seven) calendar days.

(Source: CCI order dated May 28, 2024)

Footnotes

1. It is engaged in the manufacture and sale of types of steel products. It belongs to the Nippon Steel Corporation Group

2. It is a non-deposit taking non-banking financial company part of the EQT group.

3. It is a multinational bank and financial services company and part of the Shinhan Financial Group.

4. Shinhan Financial Group (including its affiliates) and HDFC Credila (including its affiliates)

5. GILAC Group Entities include: (a) Godrej Industries Limited; (b) Godrej Consumer Products Limited; (c) Godrej Properties Limited; (d) Godrej Agrovet Limited; (e) Godrej Seeds & Genetics Limited; (f) Innovia Multiventures Private Limited; (g) Astec Lifesciences Limited; and (h) Anamudi Real Estates LLP

6. G&B Group Entities include: (a) Godrej & Boyce Manufacturing Company Limited; (b) Godrej Holdings Private Limited; (c) Godrej Infotech Limited; and (d) RKN Enterprises.

7. (a) the activities of entities outside of Godrej group in which the ABG Family and NBG Family hold shareholding/control and the activities of GILAC Group Entities; (b) the activities of entities outside of Godrej group in which the JNG Family and the SVC Family hold shareholding/control in any entity(ies) and the activities of G&B Group Entities.

8. It is an indirect subsidiary of Viatris Inc., the ultimate parent company of the Viatris group. The Target is engaged in the manufacture and sale of APIs.

9. Presently, it does not have any business activity in or outside India.

10. It is the holding company of Matrix and a subsidiary of MLPL. Presently, it does not have any business activity in or outside India.

11. It is a scheme of Kotak Strategic Situations Trust and registered as a Category-II Alternate Investment Fund. It is engaged in the business of investing in companies.

12. It is settlor and manager of Kotak Strategic Situations India Fund II and it is wholly owned by Kotak Mahindra Bank Limited. It acts as an investment manager and is engaged in the business of managing and advising funds.

13. Presently, it does not have any business activity in or outside India. It is controlled by Mr. Venkata Pranav Reddy Gunupati ("Pranav") and he holds majority shareholding in MLPL. Pranav is the ultimate beneficial owner and person in control of Matrix, Mudhra Labs, MLPL and Mudhra Pharmacorp LLP which are part of the same group.

14. It is a Mauritian company and is registered as a foreign portfolio investor.

15. Kotak Investors (including its affiliates) and the Target (including its affiliates). There were no other overlaps between: (a) Pranav group (including Matrix, Mudhra Labs, MLPL, Mudhra Pharmacorp LLP) and the Target (including its affiliates); and (b) Kingsman, and the Target (including its affiliates).

16. It is an infrastructure investment trust and is managed by IRB ListCo. It operates multiple highway projects under government concessions.

17. It is an indirect wholly owned subsidiary of Ferrovial S.E ("Ferrovial"). The Ferrovial group is a global developer of transport infrastructure, mobility solutions, engineering and is engaged in the construction of civil works and buildings.

18. It is the sponsor of the Private InvIT. Both, Private InvIT and IM are a part of the IRB group, whose ultimate parent entity is IRB Holding Private Limited.

19. It is an indirect wholly owned subsidiary of Ferrovial and belongs to the Ferrovial group.

20. Ferrovial group (including its affiliates) and Private InvIT and IM (including all assets held by them).

21. It is the ultimate holding company of its group. Through its subsidiary, it is engaged in provision of microfinance loans and personal loans to the customers in rural/semi urban areas and also distributes credit-linked life insurance as an ancillary business activity to the loan itself.

22. It is a registered non-deposit taking housing finance company.

23. It is an investment holding company belonging to the Advent group.

24. Multiples belong to the Multiples group. The Multiples group through its investee companies is directly or indirectly engaged in sectors including financial services, banking, healthcare, pharmaceuticals, consumer, industrials etc. in India.

25. (a) Advent group (including its affiliates) and SMPL (including its affiliates); and (b) Multiples group (including its affiliates) and SMHFCL (including its affiliates)

(a) Multiples group (including its affiliates) and SMPL (including its affiliates); and (b) Multiples group (including its affiliates) and SMHFCL (including its affiliates)

26. There was no horizontal overlap between Multiples Group (including its affiliates) and SMPL (including its affiliates); and (b) Multiples Group (including its affiliates) and SMHFCL (including its affiliates) in microfinance loans

27. There was no horizontal overlap between Multiples Group (including its affiliates) and SMPL (including its affiliates); and (b) Multiples Group (including its affiliates) and SMHFCL (including its affiliates) in personal loans

28. There was no horizontal overlap between Multiples Group (including its affiliates) and SMPL (including its affiliates); and (b) Multiples Group (including its affiliates) and SMHFCL (including its affiliates) in wholesale loans.

29. ITC is a listed company and does not have any shareholder classified as its promoter. It is engaged in diversified businesses in India spanning fast-moving consumer goods, hotels, paperboards, paper and packaging, and agri-business.

30. It is a wholly owned newly incorporated subsidiary of ITC.

31. Hotels business and EIH Limited, a non-group entity of ITC in which ITC holds 13.69%.

32. (a) Agra; (b) Bangalore; (c) Bhubaneshwar; (d) Chandigarh; (e) Chennai; (f) Delhi NCR; (g) Hyderabad; (h) Jaipur; (i) Kolkata; (j) Mumbai; (k) Ranthambhore; (l) Shimla; and (m) Udaipur.