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The Competition Commission of India approves the proposed combination involving the acquisition of the non-alcoholic beverage business in North Gujarat and the Union Territory of Diu by Kandhari Global Beverages Private Limited from Hindustan Coca-Cola Beverages Private Limited. The proposed combination entails a slump sale of the target business as a going concern pursuant to a business transfer agreement. The Commission concludes that the combination does not cause an appreciable adverse effect on competition in India. The order remains subject to revocation if any provided information is incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/03/1257
22nd April 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Kandhari Global Beverages Private Limited.
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Aggarwal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
On 13th March 2025, 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 Kandhari Global Beverages Private Limited (Acquirer). The Notice was filed pursuant to inter alia execution of the Business Transfer Agreement dated 22nd February 2025 amongst the Acquirer, Hindustan Coca-Cola Beverages Private Limited, (Seller), Kandhari Beverages Private Limited and Enrich Agro Food Products Private Limited (Acquirer Group entities) (BTA).
The Proposed Combination entails the acquisition of the business of preparing, packaging, supplying and distributing non-alcoholic beverage (NAB) products in North Gujarat and Union Territory of Diu (Target Business)1 by the Acquirer from the Seller as a going concern, on a slump sale basis.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 25th March 2025 and 4th April 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The Acquirer submitted responses dated 1st April 2025 and 7th April 2025 and a voluntary submission dated 12th April 2025.
The Acquirer is an authorised bottler of The Coca-Cola Company (TCCC) and Schweppes Holdings Limited (SHL), and since 1st February 2024, it is engaged in the business of supplying and distributing NAB products in Rajasthan. The Acquirer is solely controlled by the members of the Kandhari Family and the entities controlled by them. Thus, Kandhari Family is the ultimate parent entity of the Acquirer, and the Acquirer Group consists of Kandhari Family and its affiliates as per Materiality Thresholds.2 The Acquirer Group entities are authorised bottlers of TCCC and SHL, and are engaged in the business of preparation, packaging, supplying and distributing NAB products in various regions of India such as Delhi, Himachal Pradesh, Haryana, Punjab, Chandigarh, Jammu & Kashmir, Leh and Ladakh (Existing Facilities). In addition to the above, the Acquirer Group is engaged in a variety of other businesses such as preparation of packaging materials for NABs, operation of television news channel, steel products and cattle farming.
The Seller is an indirect subsidiary of TCCC and is also an authorised bottler of TCCC and SHL in certain other territories of India. The Seller is engaged in the business of preparing, packaging, supplying and distributing NAB products in various regions of India, including in North Gujarat and Union Territory of Diu (being the Target Business). The Seller is also engaged in the preparing and distribution of beverages under the 'Monster' brand owned by Monster Inc.
The Target Business is currently held by the Seller, which is ultimately 100% held by TCCC (indirectly). Therefore, the Target Business forms part of the TCCC group. TCCC is a listed company, and its shareholding is held by public shareholders, and TCCC is the ultimate parent entity of the TCCC group. The Target Business is engaged in the business of preparation, packaging, supplying, and distributing NAB products in North Gujarat and Union Territory of Diu.
For the purpose of overlap assessment, the activities of the Acquirer Group and Target Business in India have been considered. The Acquirer Group (in North India) and the Target Business (in North Gujarat and Union Territory of Diu) are engaged in the preparation and sale of a wide range of NAB products which can be further segmented into Carbonated Soft Drinks (CSDs) like cola, soda, clear lime, cloudy, etc. and Non-Carbonated Soft Drinks (Non-CSDs) like water, juices, juice-based drinks and ready to serve beverages etc. In addition, the Acquirer is also engaged in trading of TCCC and SHL brand NAB products, where it procures NAB products from other TCCC and SHL bottlers for resale to distributors in Rajasthan. Thus, the Acquirer Group competes with the Target Business in the supply and distribution of NAB products (trading of NABs) in West India. Accordingly, the Acquirer Group and Target Business exhibit Horizontal Overlaps in the market for preparation and sale of NABs in West India (NAB Market) and its segments for preparation and sale of CSDs in West India (CSD Market) and preparation and sale of non-CSDs in West India (Non-CSD Market).
The Commission decides to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.
Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Acquirer and the Target Business in the NAB Market and CSD Market is in the range of [10-15] % and in the Non-CSD Market the market share is in the range of [5-10] %. Further, Bottlers of PepsiCo is the biggest player in each of these market segments and other players like Parle Agro Pvt. Ltd, Red Bull, Davat etc are also present. Considering the aforesaid, the Proposed Combination is not likely to cause significant change in competition dynamics or market structure in any of the aforesaid business segments/sub-segments.
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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
This order may stand revoked if, at any time, the information provided by Acquirer is found to be incorrect.
The information provided by Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate to the Acquirer accordingly.
The Target Business relates to the territory of: (a) Districts of Ahmedabad, Amreli, Aravalli, Banas Kantha, Bhavnagar, Botad, Devbhumi Dwarka, Gandhinagar, Gir Somnath, Jamnagar, Junagadh, Kachchh, Morbi, Mahasena, Patan, Porbandar, Rajkot, Sabar Kantha and Surendranagar within the State of Gujarat; and (b) Union Territory of Diu. ↩
An "affiliate" is any entity over which the acquirer group(s) (starting from the UPE) / the target exercises any of the following: (i) ten percent or more of the shareholding or voting rights of the enterprise; or (ii) right or ability to have 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 Thresholds). ↩
