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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/12/1219
21st January 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Majesty II Pte. Ltd., Nuvama Private Investments Trust, Ashoka India Equity Investment Trust plc, and InCred Growth Partners Fund – I
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
On 10th December 2024, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Majesty II Pte. Ltd. (Majesty II/Acquirer 1), Ashoka India Equity Investment Trust plc (acting through its investment manager, Acorn Asset Management Ltd.) (Ashoka India Equity/Acquirer 2), Nuvama Private Investments Trust (acting through its investment manager, Nuvama Asset Management Limited) (Nuvama/Acquirer 3), and InCred Growth Partners Fund – I (acting through its investment manager InCred Alternative Investments Private Limited) (InCred/IGPF-I/Acquirer 4) (Ashoka India Equity, Nuvama and InCred are individually referred to as Co-Investor and are collectively referred to Co-Investors) [Acquirer and Co-investors are together referred to as Acquirers].
The Notice has been given pursuant to execution of: (a) Share Investment Agreement executed on 21st November 2024 between Majesty II, AI Lenarco Midco Ltd. (AI Lenarco / Target 1) and Aiko Investments Ltd. (Seller) (Investment Agreement); (b) Commitment Letter executed between Majesty II and Ashoka India Equity on 22nd November 2024; (c) Commitment Letter executed between Majesty II and Nuvama on 9th December 2024; and (d) Commitment Letter executed between Majesty II and InCred on 4th December 2024 (Collectively the above-mentioned Commitment Letters are referred to as Commitment Letters).
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 23rd December 2024 (RFI), certain information relevant for the purpose of assessment of the combination was sought. The response to the same was received on 9th January 2025.
The Proposed Combination envisages:
(i) Acquisition of Sale Shares - Majesty II's acquisition of 100% shareholding in AI Lenarco Midco Ltd. (AI Lenarco) by way of the following steps -
(ii) Subscription of Securities - Majesty II will subscribe to certain Optionally Convertible Debentures (Subscription Securities/OCDs) issued by AI Lenarco at the time of closing. (Steps (i) and (ii) above are jointly referred to as AI Lenarco Transaction).
(iii) Proposed Co-Investment Transactions - The Proposed Co-Investment Transactions will involve the following steps/transactions:
AI Lenarco Transaction and Proposed Co-investment Transactions are together referred to as Proposed Combination. As a result of the Proposed Combination, Majesty II will indirectly acquire up to 90.48% equity shareholding in Manjushree.
Majesty II is a newly incorporated special purpose vehicle, and an investment holding company of the PAG group and is 100% owned by it. As such, the PAG Group is the ultimate parent of Majesty II. It is not engaged in any business activities outside and within India.
PAG group is a leading alternative investment firm focused on the Asia-Pacific (APAC) region with approximately USD 55 billion of Assets under Management (AUM). PAG group includes: (i) the ultimate holding company viz. PAG; (ii) PAG’s subsidiaries; (iii) all funds managed and/or advised by PAG (including its subsidiaries); and (iv) all affiliates (per Materiality Thresholds)1 indirectly owned and/or controlled by such funds (PAG Group).
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:
PAG has a long track record of success in the region, driven by the combination of PAG’s three core strategies viz. credit and markets, private equity, and real assets. It manages capital on behalf of nearly 300 institutional fund investors, including global asset allocators, and it has approximately 330 investment professionals in 15 key offices globally.
Ashoka India Equity is a publicly-held equity investment trust. Acorn Asset Management Ltd., which is a fund management entity within the White Oak Capital group, is the investment manager (IM) of Ashoka India Equity. White Oak Capital is the investment adviser to Ashoka India Equity. The investment objective of Ashoka India Equity is to achieve long-term capital appreciation, mainly through investment in securities listed in India and listed securities of companies with a significant presence in India.
White Oak Capital Group includes all funds which are advised and / or managed by and all entities which are controlled by Mr. Prashant Khemka (including affiliates). White Oak Capital Group provides investment management and advisory services for global equity, underpinned by strong investment values that aim to deliver tangible results for all stakeholders over the long-term. Besides segregated managed accounts for leading global institutions, it offers investment services through a wide array of fund vehicles domiciled in India, Ireland, Mauritius, and the UK to individual and institutional investors in India and worldwide. Further, White Oak Capital group has investment research teams based in India and Singapore, and additional sales and distribution offices in Switzerland and the UK.
Nuvama is a Category II AIF registered with Securities Exchange Board of India (SEBI). The Nuvama AIF Schemes are schemes launched by Nuvama, which is registered with SEBI as a Category – II AIF. The investment manager of Nuvama AIF Schemes and Nuvama is Nuvama Asset Management Limited (Nuvama AML), which in turn is a wholly-owned subsidiary of Nuvama Wealth Management Ltd. (Nuvama Wealth). Nuvama Wealth is the sponsor of Nuvama AIF Schemes. Nuvama Wealth (through its subsidiaries and associates) provides wealth management, asset management, clearing services and custody services to its clients along with trading in securities and derivatives. Nuvama group, comprises of Nuvama AIF Schemes, Nuvama Private Investments Trust, Nuvama AML (including affiliates under all funds managed and/or advised by Nuvama AML), and Nuvama Wealth (including its affiliates) (Nuvama Group).
IGPF – I is a scheme of InCred Alternative Opportunities Trust (IAOT), which is set up as a determinate trust under the Indian Trust Act, 1882 and is registered with SEBI as a Category II AIF. InCred Alternative Investments Private Limited (InCred Alternative Investments) is the investment manager of IGPF - I and InCred Capital Financial Services Limited (InCred Capital) is the sponsor for IGPF – I. IGPF – I belong to the InCred Capital group. InCred Alternative Investments and InCred Capital are ultimately controlled by Mr. Bhupinder Singh.
InCred Capital group, comprises of IGPF – I, InCred Alternative Investments (including affiliates under all funds managed and/or advised by InCred Alternative Investments), InCred Capital (including its affiliates), and all funds which are advised and / or managed by and all entities which are controlled by Mr. Bhupinder Singh (including affiliates) (InCred Capital Group). IGPF – I, scheme of IAOT (acting through investment manager InCred Alternative Investments) invests in high quality private businesses across: (i) Consumer; (ii) Banking, Financial Services and Insurance (BFSI); (iii) Technology; and (iv) Enterprise segments, taking minority stakes in growing as well as late-stage businesses.
AI Lenarco is a special purpose vehicle, which is a Cyprus-based investment holding company of Advent International group. It has business presence in India only through its subsidiary viz. Manjushree. Other than its equity shareholding in Manjushree, it does not have any other affiliates which meet the Materiality Thresholds2 and have direct or indirect presence in India.
Manjushree is a portfolio company of Advent International group, a global private equity investor and is indirectly controlled and belongs to the Advent International Group. Manjushree is engaged in the business of manufacturing and sale of rigid plastics packaging (RPP) products. It is a one stop solution provider of rigid plastic packaging solutions with end-to-end packaging solutions (i.e., from design to delivery). Its packaging product portfolio can be divided into 4 broad categories viz. (i) containers, (ii) preforms, (iii) caps and closures, and (iv) pumps and dispensers. These products are made from using High Density Polyethylene (HDPE), Polyethylene terephthalate (PET) and Polypropylene (PP) materials. It primarily caters to the following industries, viz. food products, edible oil, beverages, dairy products, pickles & spices, health drinks, sauces & condiments, lubes, agrochemicals, personal care, home care, liquor & spirits, pharmaceuticals, nutraceuticals etc.
