Allowed

1. Gautam Maini 2. Sandeep Kumar Maini 3. Chetan Kumar Maini 4. Raymond Limited 5. Jk Files & Engineering Limited 6. Ring Plus Aqua Limited, 7. Maini Precision Products Limited 8. Kmaini Motorsport India Limited

CCI6 Mar 2024C-2023/12/1089

Case brief

AI extract

What is this about?

The Competition Commission of India disposed of a notice under Section 6(2) regarding a complex acquisition, demerger, and merger involving Raymond Limited and various Maini-promoted entities. The Commission assessed the proposal for potential competition concerns and approved the combination as unlikely to cause any appreciable adverse effect on competition.

What did the court decide?

The Commission approved the Proposed Combination under Section 31(1) of the Competition Act, 2002.

1. Gautam Maini 2. Sandeep Kumar Maini 3. Chetan Kumar Maini… — Company and Corporate | CCI (2024)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2023/12/1089

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6^th March 2024

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Raymond Limited, JK Files & Engineering Limited, Ring Plus Aqua Limited, Maini Precision Products Limited, Kmaini Motorsport India Limited, Mr. Gautam Maini, Mr. Sandeep Kumar Maini, Mr. Chetan Kumar Maini, and JKFEL Tools and Technologies Limited.

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 12^th December 2023, the Competition Commission of India ( Commission ) received a notice ( Notice ), under Section 6(2) of the Competition Act, 2002 ( Act ), jointly given by Raymond Limited ( RL ), JK Files & Engineering Limited ( JK Files ), Ring Plus Aqua Limited ( RPAL ), Maini Precision Products Limited ( MPPL ), Kmaini Motorsport India Limited ( KMIPL ), Mr. Gautam Maini, Mr. Sandeep Kumar Maini, Mr. Chetan Kumar Maini. Later on, JKFEL Tools and Technologies Limited ( NewCo ) also became the notifying party to the Notice. Hereinafter, Mr. Gautam Maini, Mr. Sandeep Kumar Maini, and Mr. Chetan Kumar Maini are collectively referred to as the Maini Promoters .

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Page 1 of 7

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Combination Registration Number: C-2023/12/1089

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The Notice was given pursuant to the execution of Share Purchase Agreement executed amongst Mr. Vippen Sareen, KMIPL, and MPPL on 24^th November 2023; Share Purchase Agreement executed amongst One-Up Financial Consultants Private Limited ( OFC ), KMIPL, and MPPL on 16^th November 2023; Share Purchase Agreement executed amongst MPPL, the Maini Promoters, Maini Family Trust ( MFT ), KMIPL and RPAL on 3^rd November 2023; Share Purchase Agreement executed amongst MPPL, Paragon Partners Growth Fund-I ( PPGF ), Mr. Amit Giriraj Mohatta, and RPAL on 3^rd November 2023; Shareholders Agreement executed amongst MPPL, KMIPL, the Maini Promoters, RPAL and JK Files on 3^rd November 2023. Further, Share Purchase Agreement amongst Mr. Arun Rajagopalan, KMIPL, and MPPL dated 16^th February 2024; and Share Purchase Agreement amongst Brioso & Co Pty Limited, KMIPL, and MPPL dated 19^th February 2024 have also been executed.

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The Commission vide its communications dated 21^st December 2023, 17^th January 2024 and 2^nd February 2024 issued under Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 ( Combination Regulations ), required the notifying parties to remove the defect from the Notice and furnish certain information relevant for the purpose of assessment of the proposed combination. The notifying parties furnished their responses vide submissions dated 5^th January 2024, 23^rd January 2024 and 8^th February 2024. The notifying parties also made submissions dated 15^th January 2024, 12^th February 2024, 13^th February 2024, and 23^rd February 2024.

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The Proposed Combination envisages the following:

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(i) Acquisition of 3.88% shareholding of MPPL by KMIPL from the four existing shareholders of MPPL viz ., Vippen Sareen, Arun Rajagopal, OFC, and Brioso. Further, all the compulsorily convertible cumulative preference shares issued by MPPL shall be converted into its equity shares;

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Combination Registration Number: C-2023/12/1089

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(ii) Acquisition of 59.25% shareholding of MPPL by RPAL from the seven existing shareholders of MPPL viz ., the Maini Promoters, MFT, KMIPL, PPGF, and Amit Giriraj Mohatta;

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(iii) Demerger of the following business and shareholdings into the NewCo:

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the engineering business of JK Files;

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the entire shareholding of JK Files in JK Talabot Limited ( JKTL ) (i.e., 90%);

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the entire shareholding of JK Files in RPAL (i.e., 89.07%); and

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the entire shareholding of RPAL in MPPL (i.e., 59.25%);

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(iv) The merger of RPAL and MPPL into the NewCo ( Merger ).

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For Demerger and Merger, RL, the Maini Promoters and other shareholders of RPAL shall be issued shares of NewCo. Post-Merger, RL will hold 66.3% shareholding in NewCo and each of the Maini Promoters will hold 9.5% shareholding in NewCo. The remaining shareholding of NewCo shall be held by other shareholders of RPAL.

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RL is a company incorporated in India and listed on stock exchanges viz ., BSE and National Stock Exchange. Mr. Gautam Singhania and his Affiliates ( GS Affiliates ) are the main promoters of RL. RL and all its affiliates collectively form the RL Group¹ , which is engaged in the following activities:

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(i) Apparel Business : manufacture and sale of suiting fabric, cotton & linen shirts, garments, home linen, denim and providing made-to-measure garments;

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(ii) Property Business : development of residential apartments and providing Facilities Management Services;

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1 RL and all its Affiliates are together referred to as the RL Group.

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Combination Registration Number: C-2023/12/1089

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(iii) Engineering Business : tools and hardware business carried out through JK Files and JKTL; and

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(iv) Autoparts Business : automotive components and engineering products carried out through RPAL.

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JK Files, a company incorporated in India, is wholly owned subsidiary of RL. It has three subsidiaries viz ., JKTL, RPAL, and Scissors Engineering Products Limited ( SEPL ). JK Files directly and through its subsidiary viz ., JKTL is engaged in the manufacture, sale, and distribution of files in India such as machinist files, saw files, rasp, special files, diamond coated files, and needle files; cutting tools such as high-speed steel drills, drill sets, and taps; and hand tools such as bolt cutter, plier, screwdriver, wrench, and plane. JK Files along with JKTL also export files and drills to Europe, Latin America, Africa, North America, and Asia-Pacific. JK Files is also engaged in import of power tools such as demolition hammer, marble cutter, electric drill, cordless drill, impact drill and hot air gun; and power tool accessories such as wood carving discs, diamond blades, cutting wheel, sanding disc, and flap disc. JK Files is also in the process of installing a plant for the production of power tools accessories in Maharashtra. RPAL is engaged in the manufacture of ring gears, water pump bearing, and flex plate.

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NewCo is a newly incorporated company in India.

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MPPL, a company incorporated in India, does not manufacture a fixed set of products but is engaged in providing customised manufacturing services wherein it manufactures highprecision parts for machines/assemblies based on the design requirements of its clients. The customised manufacturing services provided by MPPL are restricted to manufacturing parts of a product and not of the entire finished product, with few exceptions. It is engaged in manufacturing ~125 product families and inter alia caters to the automotive business and power tools² business through parts. MPPL provides services/supplies goods in 20 countries.

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2 Power tools refer to tools that use additional sources of power other than manual power and include tools such as drills, rotary tools, grinders, spindles, etc.

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Combination Registration Number: C-2023/12/1089

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It has been submitted that other than RL and its downward Affiliates, no other GS Affiliate (including JKIT that is a non-banking finance company, and JKIB that is engaged in textile related business and is an investment holding company), has any overlaps (i.e., any horizontal relationship; or any existing or potential vertical or complementary linkages) with the activities of the MPPL Group.

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It has been submitted that other than JK Files, JKTL and RPAL, the RL Group does not have direct or indirect shareholding and/or control over another enterprise, engaged in: the production, distribution or trading of similar/identical/substitutable products or provision of similar/identical/substitutable services; and/or any activity relating to the production, supply, distribution, storage, sale and service or trade in products or provision of services which is at different stages or levels of the production chain in which MPPL Group³ is involved; and/or complementary activities as that of the MPPL Group.

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It has been submitted that there is no horizontal overlap between the RL Group on the one hand and the MPPL Group on the other hand.

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With regard to the vertical interface, it has been submitted that tools manufactured by JK Files/JKTL could potentially be used by MPPL for its manufacturing activities. Therefore, the tool manufacturing activity of JK Files/JKTL exhibits a vertical interface with the customized manufacturing services provided by MPPL. In this regard, it is observed that the amount of total procurement of hand tools and files by MPPL in the past was minuscule visà-vis the amount of sales of hand tools and files by JT Files/JKTL. It has been submitted that MPPL uses only carbide-grade cutting tools for its activities which are not manufactured by JK Files as JK Files manufactures only HSS-grade cutting tools. Further, the market share of MPPL for precision engineering services is less than 1%. In view of the above this vertical interface is not likely to raise any competition concerns.

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3 The Maini Promoters, MFT and their Affiliates (including MPPL and KMIPL) are together referred as the MPPL Group.

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Combination Registration Number: C-2023/12/1089

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With regard to complementarity, it has been stated that there is limited complementarity between the power tool accessories business of JK Files and power tools parts business of MPPL. Further, there is limited complementary linkages between the RL Group and the MPPL Group in relation to the auto parts business. Both RPAL and MPPL are engaged in manufacturing parts for automotive, which at a very broad level of the finished good (i.e., the finished automotive) leads to complementary linkage between the RL Group (through RPAL) and the MPPL Group (through MPPL). The complementarity between RPAL Products and MPPL auto parts is restricted to the engine of an automotive.

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With respect to the complementarity between JK Files and MPPL in relation to power tool accessories and parts, it is noted that the market share of JK Files for the sale of power tool accessories is [0-5] %. Further, value of parts of power tools sold by MPPL in FY 2022-23 in India is not significant. Considering the limited presence of JK Files in the power tool accessories business and of MPPL in power tool parts business, this complementarity is not likely to raise any competition concerns.

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With regard to the complementarity between RPAL and MPPL in relation to auto parts, it has been submitted that given that 3 RPAL products and only 4 MPPL auto parts are used in an engine of an automotive that comprises around 200 parts, there is very insignificant complementarity between MPPL auto parts used in an engine of an automotive, and the RPAL products. The input value and volume of an engine attributable to RPAL products and MPPL auto parts used in the engine of an automotive is insignificant to cause any foreclosure concerns. Further, RPAL products and MPPL auto parts are not part of the same sub-assembly in an automotive and are not physically connected in the engine of an automotive. Further, the market share of MPPL for precision engineering services for engine components for FY 2022 -23 is less than 1%. In this regard, the Commission observes that considering the extent of complementarity and limited market share of MPPL, this complementarity is not likely to raise any competition concerns.

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Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have

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Combination Registration Number: C-2023/12/1089

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any appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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