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COMPETITION COMMISSION OF INDIA
Combination Registration No.C-2024/12/1218
21st January 2025
Notice under Section 6(2) of the Competition Act, 2002 filed by Sequent Scientific
Limited, Sequent Research Limited, Viyash Life Sciences Private Limited, Symed Labs
Limited, Appcure Labs Private Limited, Vindhya Pharma (India) Private Limited,
Vandana Life Sciences Private Limited, S.V. Labs Private Limited, Vindhya Organics
Private Limited, and Geninn Life Sciences Private 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 10th December 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 Sequent Scientific Limited (SSL), Sequent Research Limited (SRL),
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Viyash Life Sciences Private Limited (Viyash), Symed Labs Limited (Symed),
Appcure Labs Private Limited (Appcure), Vindhya Pharma (India) Private Limited
(Vindhya Pharma), Vandana Life Sciences Private Limited (Vandana), S.V. Labs
Private Limited (SV Labs), Vindhya Organics Private Limited (Vindhya Organics)
and Geninn Life Sciences Private Limited (Geninn) [Viyash, Symed, Appcure,
Vindhya Pharma Vandana and SV Labs are collectively referred to as Viyash Group
Entities1; Viyash, Viyash Group Entities, Vindhya Organics and Geninn are
collectively referred to as Merging Entities; and SSL, SRL and Merging Entities are
collectively referred to as Parties].
2.
The notice has been filed pursuant to a board resolution passed by SSL and SRL on
26th September 2024, Implementation Agreement (IA) entered into by the Parties on
26th September 2024 and Composite Scheme of Amalgamation to be filed with the
National Company Law Tribunal (NCLT) under Section 230 to 232 and other
applicable provisions of the Companies Act, 2013 (Scheme).
3.
The proposed transaction involves the amalgamation of (i) Viyash Group Entities into
Viyash, with Viyash being the surviving entity; (ii) Vindhya Organics into Geninn,
with Geninn being the surviving entity; (iii) Geninn into Viyash, with Viyash being the
surviving entity; and finally, (iv) merger of Viyash and SRL into SSL, with SSL being
the surviving entity. The proposed transaction will take place pursuant to a Composite
Scheme of Amalgamation through a series of inter-connected steps as set out below:
(i)
Reduction in the share capital of Viyash by cancelling of the partly paid-up
equity shares of Viyash (Step 1);
(ii)
Amalgamation of Symed, Appcure Vindhya Pharma Vandana and SV Labs,
into Viyash, with Viyash being the surviving entity. 100% of Viyash’s
shareholding in each of Symed, Appcure, Vindhya Pharma and Vandana, and
indirectly in SV Labs will stand cancelled (Step 2);
1 Symed, Vandana, Appcure and Vindhya Pharma are wholly owned subsidiaries of Viyash. SV Labs is a
wholly owned subsidiary of Vindhya Pharma and an indirect wholly owned subsidiary of Viyash. Each of these
entities are collectively referred to as Viyash Group Entities.
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(iii)
Amalgamation of Vindhya Organics into Geninn2, with Geninn being the
surviving entity. 100% of Geninn’s shareholding in Vindhya Organics shall
stand cancelled (Step 3);
(iv)
Amalgamation of Geninn into Viyash upon completion of Step 3, with Viyash
being the surviving entity and issuance of shares by Viyash to shareholders of
Geninn as per the share exchange ratio set out in the Scheme (Step 4);
(v)
Amalgamation of Viyash and SRL into SSL upon completion of Step 4, with
SSL being the surviving entity (Surviving Entity/ Amalgamated
Company); issuance of shares by SSL to shareholders of Viyash as per the
share exchange ratio set out in the Scheme; and issuance of warrants by SSL
to warrant holders of Viyash as per the warrant exchange ratio set out in the
Scheme. 100% of SSL’s shareholding in SRL will stand cancelled (Step 5).
(Step 1 to Step 5 are collectively referred to as the Proposed Combination).
4.
In accordance with Regulation 14(2) of the Competition Commission of India
(Combinations) Regulations, 2024, vide letter dated 23rd December 2024, sought
certain information(s)/ clarification(s) from the Acquirers and complete response to the
same was received on 02nd January 2025. Subsequently, a voluntary submission was
received on 15th January 2025.
5.
Sequent Scientific Limited (SSL): SSL is a publicly listed company in which CA
Harbor Investments (a special purpose acquisition vehicle, owned and controlled by
investment funds advised by the affiliates of the Carlyle Group) holds 52.79%, while
remaining 47.21% shareholding in SSL is held by public shareholders. SRL is a wholly
owned subsidiary of SSL. Accordingly, both SSL and SRL belong to the Carlyle
Group.
6.
Sequent Research Limited (SRL): SRL is a wholly owned subsidiary of SSL, which
operates as a contract research organization providing analytical services and a wide
2 Vindhya Organics is a wholly owned subsidiary of Geninn. Geninn shareholding is 100% held by the
Founders (and the related affiliates of the Founders) of Viyash. Viyash, Viyash Group Entities, Vindhya
Organics, and Geninn are collectively referred to as Merging Entities.
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array of testing to the global pharmaceutical industry. SRL specializes in a wide array
of testing, including trace elements, genotoxic impurities, and stability studies,
adhering to global standards.
7.
Viyash Life Sciences Private Limited (Viyash): Viyash is a pharmaceutical company
and through its subsidiaries, it is primarily engaged in the development, manufacture
and sale of Active Pharmaceutical Ingredients (APIs), Finished Dosage Formulations
(FDFs) and intermediates for human healthcare in India. Entities of Viyash which
meet the Materiality Threshold3 and have presence/ sales in India are namely: S.V.
Labs, Appcure, Symed Labs, Vindhya Pharma and Vandana.
8.
Symed Labs Limited (Symed): Symed is a wholly owned subsidiary of Viyash and is
a pharmaceutical company that is primarily engaged in the manufacture and sale of
APIs catering to a wide range of therapeutic areas for human healthcare. It also
provides end-to-end solutions for chemistry related services in the pharmaceutical
industry. In India, Symed is primarily engaged in the manufacture and sale of APIs
catering to a wide range of therapeutic areas.
9.
Appcure Labs Private Limited (Appcure): Appcure is a wholly owned subsidiary of
Viyash. Appcure does not have any sales of FDFs in India and caters to customers
outside India.
10.
Vindhya Pharma (India) Private Limited (Vindhya Pharma): Vindhya Pharma is a
wholly owned subsidiary of Viyash and has a wholly owned step-down subsidiary
entity, SV Labs. It was engaged in retail export and supply of intermediates to its
clients all across the globe. However, Vindhya Pharma ceased all its business
operations in October 2022.
3 The Parties have considered and relied upon the thresholds provided in Rule 2(b) of the Competition (Criteria
of Combination) Rules, 2024, i.e., an entity is considered to be an affiliate of another enterprise if that another
enterprise has––(i) ten per cent or more of the shareholding or voting rights of the enterprise; or (ii) right or
ability to have a representation on the board of directors of the enterprise either as a director or as an observer;
or (iii) right or ability to access commercially sensitive information of the enterprise. (Materiality Threshold)
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