1. The Sandur Manganese & Iron Ores Limited 2. Bag Holdings Private Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2024/06/1156

18^th July 2024

Notice under Section 6(2) of the Competition Act, 2002 given by Sandur Manganese & Iron Ores Limited and BAG Holdings Private Limited

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CORAM:

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Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal 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 05^th June 2024, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) given by Sandur Manganese & Iron Ores Limited ( SMIORE ) and BAG Holdings Private Limited ( BHPL ) [SMIORE and BHPL are collectively referred to as Acquirers ]. The Notice was filed pursuant to the execution of Share Purchase Agreement, dated 25^th April 2024, executed between Blue Coral Investment Holdings Pte Ltd. Y CIA SRC ( Blue Coral ), Arjas Steel Employee Benefit Trust, Arjas Steel Private Limited ( ASPL ), SMIORE and BHPL ( SPA ).

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The Proposed Combination envisages (i) the acquisition of 80% and 19.12% shareholding of ASPL by SMIORE and BHPL, respectively, and (ii) the indirect acquisition of control of Arjas Modern Steel Private Limited ( AMSPL ) by SMIORE and BHPL.

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Combination Registration Number: C-2024/06/1156

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In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of Business relating to Combinations) Regulations, 2011 ( Combination Regulations ), vide letter dated 19^th June 2024, certain information and clarifications were sought from the Acquirer. The response to this letter was submitted by the Acquirers on 27^th June 2024. The Acquirers also submitted certain additional information on 05^th July 2024, by way of voluntary submission.

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SMIORE, a public listed company belonging to the SMIORE group of companies ( Acquirer Group ), commenced its mining operations (of iron ore and manganese ore) in the year 1954. Since then, SMIORE has diversified into ferroalloys, coke and energy. The energy produced by the SMIORE Group, however, is used purely for captive purposes.

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BHPL is a private limited company, whose shareholding is held by Bahirji Ajai Ghorpade, the Managing Director of SMIORE, and Vaishnavi Bahirji Ghorpade. Currently, BHPL does not undertake any revenue generating activities in India.

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ASPL is a private company which was incorporated in 1993. ASPL is engaged in the manufacturing and sale of coke, steel products, and heavy ingots. ASPL caters to diverse sectors such as railways, automotive, energy and power, and agriculture. ASPL also exports its products to Africa, Europe and other countries in Asia.

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AMSPL, a wholly owned subsidiary of ASPL, is also engaged in the manufacture and sale of steel products, and heavy ingots. ASPL and AMSPL (collectively referred to as Arjas Group ) also sell unutilized excess quantity of intermediate products, i.e. , pig iron and billets, and other related byproducts, to third parties.

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For the purpose of overlap assessment, the activities of the Acquirer Group, including its, affiliates on one hand and ASPL and AMSPL, on the other hand, have been considered. Considering their presence, it was observed that SMIORE and ASPL exhibit horizontal overlap in the market segment for production and sale of coke in India. The combined market share of the Acquirer Group and Arjas Group, on the basis

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Combination Registration Number: C-2024/06/1156

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of production volume, installed capacity volume and value, are in the range of [5-10]% for the FY 2022-23. The Acquirer submitted that the Arjas Group on an average consumes ~87% of the coke produced by it captively, and only the excess quantities are sold to third parties. Further, the submissions on the record show the presence of some of the major and established companies in this market segment, e.g. JCL, BLA Coke Private Limited, Saurashtra Fuels Private Limited, Malco Energy Limited, and Vimla Fuels & Metals Private Limited, apart from significant competitive constraints from imports on domestic coke players.

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In addition to the above, the Commission also examined the following vertical linkages (existing and potential) for the purposes of competition assessment:

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(i) Existing Vertical Linkage 1 – Production and sale of coke by SMIORE ( upstream market 1 ) and production of steel by ASPL and/or AMSPL ( downstream market 1 );

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(ii) Existing Vertical Linkage 2 – Production and sale of ferroalloys by SMIORE ( upstream market 2 ) and production of steel by ASPL and/or AMSPL ( downstream market 1 ); and

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(iii) Potential Vertical Linkage – Production and sale of iron ore by SMIORE ( upstream market 3 ) and manufacture and sale of: (a) steel products: (b) pig iron; (c) billets; and (d) heavy ingots by ASPL ( downstream markets ).

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With respect to the existing vertical linkages, the market shares of SMIORE in both the upstream markets is in the range of 0-5% (on the basis of production volume and value) for FY 2022-23. Similarly, Arjas Group’s market share in the downstream market lies in the range of 0-5% on the basis of volume of domestic sales for FY 2022-23. Further, with respect to the potential vertical overlap, the market shares of SMIORE and Arjas Group in their respective markets are also within the range of 0-5% [on the basis of volume of domestic sales] for FY 2022-23. Given the negligible presence of the Parties in their respective market segments, they do not seem to possess the ability or incentive to cause any foreclosure in any of the markets.

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Combination Registration Number: C-2024/06/1156

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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 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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The order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

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The Secretary is directed to communicate to the Acquirers accordingly.

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1. The Sandur Manganese & Iron Ores Limited 2. Bag Holdings Private Limited

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1. The Sandur Manganese & Iron Ores Limited 2. Bag Holdings Private Limited

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