Acquisition of Shares in Dhoot Transmission by BC Asia Investments

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1234

17th March 2025

Notice under Section 6(2) of the Competition Act, 2002 jointly given by BC Asia Investments XV Limited, BC Asia Investments XVI Limited, and Dhoot Transmission Private Limited

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 21st January 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), jointly given by BC Asia Investments XV Limited (Acquirer 1), and BC Asia Investments XVI Limited (Acquirer 2). Hereinafter, Acquirer 1 and Acquirer 2 are collectively referred to as the Acquirers. In response to a communication issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), Dhoot Transmission Private Limited (DTPL) also became a notifying party to the Notice. The Notice has been given pursuant to execution of the Share Subscription and Share Purchase Agreement amongst Mr. Rahul Radhavallabh Dhoot (Promoter), Acquirer 1 and DTPL (SSPA) on 15th January 2025; Shareholders' Agreement amongst the Acquirers, DTPL, Rahul Radhavallabh Dhoot, Anupama Rahul Dhoot, Vedika R. Dhoot, Vanshika R. Dhoot, Rudransh R. Dhoot, and Mangalam Coils Private Limited on 15th January 2025 (SHA); and Share Purchase Agreement amongst Promoter, DTPL, and DHPL on 15th January 2025 (SPA).

2. The notifying parties, vide communications dated 3rd February 2025 and 17th February 2025 issued under Regulation 14 of the Combination Regulations, were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the combination. The notifying parties made their submissions vide responses dated 10th February 2025 and 24th February 2025.

3. The Proposed Combination envisages an acquisition of shares in DTPL as under:

• (i) Tranche 1 Transactions: acquisition by the Acquirers of up to 49% of the equity share capital of DTPL, on a fully diluted basis, as under:
  • a) Tranche 1 Secondary Transaction: secondary acquisition of 7,40,899 equity shares of DTPL from the Promoter; and
  • b) Tranche 1 Primary Transaction: subscription to 2,36,860 equity shares of DTPL;
• (ii) Tranche 2 Transaction: Within certain months from the execution of SHA, provided any of the specified conditions has occurred, it is proposed that Acquirer 1 will further acquire up to 6% of the equity share capital of DTPL, on a fully diluted basis, by way of subscription.

4. It has been submitted that as an interconnected transaction to the Proposed Combination, DTPL will acquire shares amounting to 85% of the equity share capital of DHPL from the existing shareholders (DHPL Acquisition). Prior to the DHPL Acquisition, 15% of the equity share capital of DHPL, on a fully diluted basis, is held by DTPL. Upon completion of the DHPL Acquisition, DTPL will hold 100% of the equity share capital, on a fully diluted basis, of DHPL.

5. BC Asia Investments XV Limited and BC Asia Investments XVI Limited are investment holding companies incorporated under the laws of Mauritius, and their objective is to hold long-term investments. They are indirectly owned and controlled by funds managed and/or advised by Bain Capital Investors, LLC (Bain Capital). Bain Capital is a private equity investment firm that invests, through its family of funds, in companies across a number of industries.

6. DTPL is engaged in the manufacturing and sale of auto-components in the electrical and electronic (E&E) category such as, wiring harnesses, automotive switches, electronic sensors and controllers (i.e., Flashers 24V), connectors, terminals, automotive cables, and power cords to original equipment manufacturers (OEMs). These products are supplied to all kinds of vehicle categories such as, 2 wheelers (2W), 3 wheelers (3W), 2W electric vehicles (2W EVs), 3W electric vehicles (3W EVs), commercial vehicles (including, tractors), construction equipment/earth moving equipment, and quadricycles. It does not manufacture or supply any E&E category of auto-components to 4-wheeler passenger vehicles (4W PVs) in India. DTPL also supplies wiring harnesses to the medical devices and consumer durables industry.

7. Dhoot Holdings Private Limited (DHPL) is an associate company of DTPL. DHPL (including its downstream affiliates) is engaged in the trading of E&E category auto-components such as wiring harness, insulated cables, and sensors. It does not supply auto components to 4W PVs in India. DHPL exclusively trades in auto-components that are manufactured by its own downstream affiliates. Hereinafter, DTPL and DHPL are collectively referred to as the Targets.

8. The Targets only supply products to OEMs and is not engaged in any independent after-market sales.

9. With regard to the DHPL Acquisition, it has been submitted that DTPL and DHPL have common promoters and belong to the Dhoot Group, and is presumed to not cause appreciable adverse effect on competition (AAEC) in the market. This is contended based on the purpose and legislative intent in implementing the set of exemptions prescribed in the Competition (Criteria for Exemption of Combinations), Rules 2024 (Exemption Rules). It has been submitted that the Exemption Rules are premised on the fact that each of the exempted categories of transactions are ordinarily not likely to cause AAEC. These exemptions have a built-in effects analysis. In this regard, the Commission observes that the DHPL Acquisition is not likely to result in change in competition dynamics. However, the overlaps between the Relevant Bain Entity(ies) (defined hereinafter) and DHPL have been separately assessed in the forthcoming paragraphs of this order.

10. The Bain Capital through its affiliates [Relevant Bain Entity(ies)], and the Targets (including their affiliates) are engaged in the manufacturing and/or sale of auto-components in India. Specifically, they are engaged in the E&E category, and within E&E category they manufacture and sale automotive sensors. However, there is no overlap at particular sensor/vehicle type basis, as Relevant Bain Entity(ies) only supplies sensors to 4W PVs in India whereas, the Targets supply sensors to all vehicle categories except 4W PVs. The Commission observes that the market shares of the Relevant Bain Entity(ies) and the Targets in India for automotive sensors are in the range of [0-5]%.

11. One of the Relevant Bain Entity(ies) has recently supplied wiring harness in India. The Targets are also engaged in sale of wiring harnesses. However, the presence of the Relevant Bain Entity(ies) is not significant.

12. One of the Relevant Bain Entity(ies) is engaged in the manufacturing and/or sale of amorphous cores in India, which may be used as input products in the manufacturing of auto-components in the E&E Category, particularly automotive sensors, manufactured by the Targets. Therefore, Acquirers through the activities of Relevant Bain Entity(ies) exhibits vertical interface with the activities of Targets. The market share of Relevant Bain Entity(ies) for amorphous core is less than 1%, and the market share of Targets for automotive sensors is in the range of [0-5]%. Further, Targets manufacture and supply wiring harness for medical devices in India and one of the Relevant Bain Entity(ies) is engaged in the manufacturing and/or sale of certain medical devices which make use of a wiring harness as an input product. However, the manufacturing facilities of the Relevant Bain entity(ies) are entirely located outside India and the suppliers from whom it sources wiring harness are global suppliers located entirely outside India.

13. 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.

14. This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.

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

16. The Secretary is directed to communicate this order to the notifying parties.