Approval of Revised Combination Involving Raymond and Maini Entities

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/04/1277

27th May 2025

Notice jointly given by Mr. Gautam Maini, Mr. Sandeep Kumar Maini, Mr. Chetan Kumar Maini, Raymond Limited, Ring Plus Aqua Limited, Kmaini Motorsports India Private Limited, JK Maini Precision Technology Limited, JK Maini Global Aerospace Limited, JK Files & Engineering Limited, and Maini Precision Products Limited

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 28th April 2025, the Competition Commission of India (Commission) received a notice (Present Notice) jointly given by Mr. Gautam Maini, Mr. Sandeep Kumar Maini, Mr. Chetan Kumar Maini, Raymond Limited (Raymond), Ring Plus Aqua Limited (RPAL), Kmaini Motorsports India Private Limited (KMIPL), JK Maini Precision Technology Limited¹ (JKMPTL), JK Maini Global Aerospace Limited²

¹ Formerly known as JKFEL Tools and Technologies Limited

² Formerly known as Ray Global Consumer Enterprise Limited

(JKMGAL), JK Files & Engineering Limited (JK Files) and Maini Precision Products Limited (MPPL). Hereinafter, Mr. Gautam Maini, Mr. Sandeep Kumar Maini and Mr. Chetan Kumar Maini are collectively referred to as the Maini Promoters.

2. The notifying parties, vide communications dated 7th May 2025 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, 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 response dated 9th May 2025.

3. Earlier, on 12th December 2023, the Commission received a notice (Previous Notice), bearing Combination Registration No. C-2024/12/1089, under Section 6(2) of the Competition Act, 2002 (Act), jointly given by Raymond, JK Files, RPAL, MPPL, KMIPL and Maini Promoters. Later on, JKMPTL also became a notifying party to the Previous Notice.

4. The Previous Notice was given in relation to the combination³ (Original Transaction) envisaging the:

• (i) Acquisition of 3.88% shareholding of MPPL by KMIPL from the four existing shareholders of MPPL viz., Vippen Sareen, Arun Rajagopal, One-Up Financial Consultants Private Limited, and Brioso & Co Pty Limited. Further, all the compulsorily convertible cumulative preference shares issued by MPPL were to be converted into its equity shares;

• (ii) Acquisition of 59.25% shareholding of MPPL by RPAL from the seven existing shareholders of MPPL viz., the Maini Promoters, Maini Family Trust, KMIPL, Paragon Partners Growth Fund-I and Amit Giriraj Mohatta;

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

3 Further, incorporation of a new company i.e., JKMPTL was also envisaged.

• the engineering business of JK Files;

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

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

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

• (iv) Merger of RPAL and MPPL into JKMPTL.

5. The Commission vide its order dated 6th March 2024 issued under Section 31(1) of the Act (Approval Order) approved the transactions notified to it under the Previous Notice. Subsequently, in the matter of Scheme of Arrangement filed before the National Company Law Tribunal, Mumbai Bench, pursuant to Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangement and Amalgamations) Rules, 2016, a notice was received along with a copy of the composite scheme of arrangement (Scheme). From the copy of the Scheme, it was observed that the transaction also envisages the demerger of Aerospace Business Undertaking of JKMPTL into JKMGAL (Aerospace Business Demerger). Further, the consideration involving issue of certain shares, as mentioned in the Scheme, is at variance from the transaction notified to the Commission under the Previous Notice.

6. In this regard, it was inter alia submitted before the Commission that the Aerospace Business Demerger was not contemplated before the approval process relating to the Previous Notice and was an independent decision of the parties after the Approval Order. Further, with regard to change in consideration, it was submitted that the swap ratio as submitted in the Previous Notice was in accordance with a valuation report dated 2nd November 2023 which predated the valuation report dated 1st May 2024 (2024 Valuation Report). The 2024 Valuation Report recommended a modified swap ratio.

7. The Commission vide its order dated 25th March 2025 inter alia observed that the transactions notified to the Commission under the Previous Notice and Aerospace Division Demerger are inter-connected. Accordingly, the provisions of Regulation 9(4) of the Combinations Regulations are also attracted to the Aerospace Division Demerger. Further, the transaction which is now proposed to be undertaken is at variance from what was notified to the Commission and approved by it vide the Approval Order. The revised structure of the transaction requires fresh approval of the Commission.

8. Now, pursuant to the order dated 25th March 2025 of the Commission, the Present Notice has been given in relation to the revised transaction (Revised Transaction), which, in addition to the steps notified under the Previous Notice, envisages a change in shareholding pattern of JKMPTL, and the Aerospace Business Demerger.

9. With regard to change in shareholding pattern of JKMPTL under the Revised Transaction structure vis-à-vis the Original Transaction structure, it is observed that the percentage shareholding of Raymond will decrease from 66.30% to 64.44% (a change of 1.86%), and the percentage shareholding of the Maini Promoters will increase from 28.50% to 30.51% (a change of ~2%). Further, it has been submitted that there is no change in the contractually agreed rights of shareholders of JKMPTL under the Revised Transaction structure vis-à-vis the Original Transaction structure. Therefore, the marginal change in shareholding structure is not likely to result in change in competition dynamics vis-à-vis what was assessed in the Approval Order.

10. Further, so far as the structure is concerned, there is one additional step over and above the Original Transaction structure i.e., the Aerospace Business Demerger. Under the Original Transaction structure, the Aerospace Business was intended to be placed in JKMPTL. However, under the Revised Transaction structure, the Aerospace Business is proposed to be demerged into another company viz., JKMGAL. Apart from the Aerospace Business, no other business operation will be housed in JKMGAL. The percentage-based shareholding pattern of JKMGAL after the Aerospace Business Demerger would mirror the shareholding pattern of JKMPTL. Further, the rights of shareholders of JKMGAL will mirror their rights in JKMPTL. Therefore, the Aerospace Business Demerger is not likely to result in change in competition dynamics vis-à-vis what was assessed in the Approval Order.

11. It has been further submitted that there are no overlaps other than those that were reported to the Commission under the Previous Notice.

12. Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Combination under Section 31(1) of the Act.

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

14. 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.

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