Authum Investment and Mahi Madhusudan Kela Acquisition of Prataap Snacks

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA
Combination Registration No.C-2024/11/1205

31st December 2024

Notice under Section 6(2) of the Competition Act, 2002 filed by Authum Investment & Infrastructure Limited and Ms. Mahi Madhusudan Kela

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

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

1. On 8th November 2024, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by Authum Investment & Infrastructure Limited (Acquirer 1/Authum) and Ms. Mahi Madhusudan Kela (Acquirer 2/MMK) [collectively, Acquirer 1 and Acquirer 2 are referred to as Acquirers] in relation to their acquisition in Prataap Snacks Limited (Target) [hereinafter the Acquirer and the Target are together referred to as Parties].

2. The notice has been filed pursuant to a Share Purchase Agreement (Share Purchase Agreement/ SPA) dated 26th September 2024 entered into between the Acquirer and the Sellers, namely, (i) Peak XV Partners Growth Investment Holdings I, (ii) Peak XV Partners Growth Investments II and (iii) Sequoia Capital GFIV Mauritius Investments.

Combination Registration No. C-2024/11/1205

3. The notice is filed in relation to acquisition of equity shares of the Target by the Acquirers as follows:

• (i) Acquisition by SPA: The Acquirers have agreed to acquire equity shares representing 46.87% of the voting share capital of the Target of which: (a) Acquirer 1 has agreed to acquire from the Sellers equity shares of the Target representing 42.33% of voting share capital and (b) Acquirer 2 has agreed to acquire from the Sellers equity shares representing 4.54% voting share capital of the Target
• (ii) Acquisition by Open Offer: As the Acquirers have entered into an agreement to acquire equity shares in excess of 25% of the voting share capital and control over the Target, an open offer has been triggered in terms of Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Amendment Regulations, 2004, wherein the Acquirers have made a public announcement of an open offer for acquiring 26.01% of the voting share capital of the Target on a fully diluted basis. In the event of full tendering in the Open Offer (for 26.01%), the Acquirers will acquire a total of 72.89% of the voting share capital.

Thus, the approval of the Commission is sought for the acquisition of equity shares representing a total of 72.89% of the voting share capital of the Target by the Acquirers (Proposed Combination).

4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letters dated 21st November 2024 and 4th December 2024, certain information(s)/ clarification(s) were sought from the Acquirers and the response to the same was received on 28th November 2024 and 20th December 2024, respectively.

5. Acquirer 1 is a listed Non-Banking Financial Company (NBFC) company incorporated in 1982 and acquired by Ms. Alpana Sanjay Dangi in Financial Year (FY) 2019-20. It is also registered with Reserve Bank of India. It has two subsidiary companies, namely, Reliance Commercial Finance Limited (RCFL) which is engaged in lending and investment business and Authum Asset Management Company Pvt. Ltd

Combination Registration No. C-2024/11/1205

(AAMCPL) which is yet to commence operations. The core business operations of Acquirer 1 are focused on investing in long term equity investment in listed and unlisted companies, providing lending services through its integrated credit platform, investment in real estate and structured credit. It operates exclusively within India and does not have any business operations outside of India.

6. ADF Foods Limited (ADF Foods) is an affiliate of the Acquirer 1 as per the Materiality Thresholds1. It is a listed public company incorporated in India and engaged in the production and export of a variety of traditional Indian food products, including ready-to-eat- foods such as curries and rice, ready to cook foods, frozen foods, and canned foods. Besides that, it offers condiments like Indian chutneys, sauces, pickles, spices, pastes, and dips. It has manufacturing facilities at Nasik in Maharashtra and Nadiad in Gujarat. It has four subsidiaries and four step-down subsidiaries. It caters mainly to international markets and majorly operates outside India. It generates approx. 99% of its revenue from its export operations and a miniscule business from domestic operations. It sells under 8 brands i.e., Ashoka, Truly Indian, Soul, Camel, Aeroplane, PJs, Nate’s, and Khansaama across the globe through distribution networks in Europe, the United States, the Middle East, Australia, Canada, and Asia.

7. The ultimate controlling person of the Acquirer 1 is Ms. Alpana Dangi who has 65.30% shareholding in the Acquirer 1. It is stated that except ADF Foods Limited, all the affiliates of Ms. Alpana Dangi are engaged in completely different set of activities/ services and do not overlap with the activities of the Target.

8. Acquirer 2 is an Indian citizen having office in Mumbai. She is not related to the Acquirer 1. She is neither a director, nor an employee, nor a promoter/member of the promoter group, nor a related party of the Acquirer 1. She also does not have any

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1 In terms of the Competition (Criteria of Combination) Rules, 2024, an entity is considered as an affiliate of a party, if the said party has:

• a. shareholding or voting rights of 10% or more in such entity; or
• b. a right or ability to have a representation on the board of directors of an entity either as a director or observer; or
• c. right or ability to access commercially sensitive information of such entity. (Materiality Threshold)

Combination Registration No. C-2024/11/1205

relationship with or interest in the Target. She does not hold any equity shares of the Target. It is stated that she has various investments in other companies; however, none of them breach the Materiality Threshold to be considered as an affiliate of Acquirer 2. She is not engaged in the Target’s business nor has investments in any kind of similar or identical overlapping products.

9. The Target is a listed company incorporated In India in 2009. It was converted from a private limited company into a public limited company on 9th September 2016 and consequently its name was changed to ‘Prataap Snacks Limited’. It does not have any subsidiaries, associates, joint ventures or affiliates. It is engaged in the business of snacks food including a wide range of extruded snacks, potato chips, namkeen and sweet snacks and others. Its products are featured under the 'Yellow Diamond' and 'Avadh' brands. It has very limited export activities primarily to Canada and some to Nepal and Bhutan.

10. It is submitted that starting from the ultimate controlling person of Acquirer 1 there are no overlaps between the Target and Acquirer 1 or its affiliates, except ADF Foods. Further, investment activities of Acquirer 2 are independent and have no overlaps with the Target. Acquirer 2 operates in areas that are distinct and unrelated to the food industry as a whole.

11. With respect to the overlap in the business activities of Target and ADF Foods, it is stated that they exhibit only horizontal overlap. Their activities overlap in the packaged food market and the organised packaged food market in India . Within these markets, while the Target is engaged in marketing and production of various types of snacks and namkeens placing it within a narrower sub-segment of organized snacks market, ADF Foods is engaged in manufacturing and distribution of processed ready to eat frozen foods and condiments placing it within a separate narrower sub-segment of the organised ready to eat meals market where also it is selling only pickles, chutneys and sauces in Indian market. Thus, the Target and ADF foods exhibit horizontal overlap only in “the market for packaged food, in India” at a broader level and ‘the market for organised packaged food in India’ at a narrower level.