Kedaara II Continuation Fund
Case brief
What is this about?
The Commission issued an order regarding notice filing for intra-group acquisitions. It held that transactions involving transfer of shareholding within a group, without acquiring new rights, are exempt under Rule 3 of the Exemption Rules and do not require a Section 6(2) notice.
What did the court decide?
The Commission directed the Secretary to communicate that the Lenskart Transaction and Care Transaction are exempt under Rule 3 of the Exemption Rules and require no notice.
What the court decided
COMPETITION COMMISSION OF INDIA
(Comb. Regn. No. C-2025/08/1311)
8th September 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Kedaara II Continuation Fund
Order
- On 4th August 2025, the Competition Commission of India ( Commission ) received a notice ( Notice ) under Section 6(2) of the Competition Act, 2002 ( Act ), given by Kedaara II Continuation Fund ( Acquirer ) in relation to the proposed acquisition of 1.64% equity shareholding (on a fully diluted basis) in Lenskart Solutions Limited ( Lenskart ) from Kedaara Norfolk Holdings Limited ( Seller 1 ) and Kedaara Capital Fund II LLP ( Seller 2 ) to the Acquirer ( Lenskart Transaction ). For the purposes of the Lenskart Transaction, a Sale and Purchase Agreement dated 31st July 2025 has been executed amongst the Acquirer, Lenskart, Seller 1 and Seller 2 ( Lenskart SPA ).
- During the course of review of the Notice, the Acquirer also notified proposed acquisition of shares of Care Health Insurance Limited ( Care ), held by Trishikhar Ventures LLP ( Trishikhar ) to the Acquirer ( Care Transaction ) as a transaction inter-connected to the Lenskart Transaction. For the purposes of Care Transaction, a Sale and Purchase Agreement dated 28th August 2025 has been executed between Trishikhar and the Acquirer. ( Care SPA ).
Issues for consideration
3 issues framed by the court
Whether an intra-group restructuring transaction, involving transfer of shareholding without new rights, is exempt from prior approval under Rule 3 of the Exemption Rules
Whether a literal interpretation of Rule 3 excluding transactions without 'incremental shares' leads to inconsistency with the scheme of the Act
Whether a notice under Section 6(2) is required when the transaction qualifies for exemption under the Exemption Rules
Parties & counsel
- petitioner
Competition Commission of India
- respondent
Kedaara II Continuation Fund
Case details
As recorded by the court registry
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