Rungta Sons Private Limited

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Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/06/1290 15th July 2025 Notice under Section 6(2) of the Competition Act, 2002 filed by Rungta Sons Pvt. Ltd. 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 4th June 2025, the Competition Commission of India (Commission) received a notice, under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by Rungta Sons Pvt. Ltd. (RSPL/Acquirer). 2. The notice has been filed pursuant to the Share Purchase Agreement (SPA) dated 2nd June 2025, entered into between RSPL, SMC Power Generation Ltd. (SMCPGL/ Target) and Sellers1[Acquirer and Target are collectively referred to as ‘Parties’]. 1 As per the SPA, the Sellers are Akshay Agarwal, Shally Aggarwal, Subash Chand Agarwal, Sandeep Agarwal, Shweta Agarwal, Amit Aggarwal, Anant Aggarwal, Aparna Agarwal, Sanjay Agarwal, Lt. Sushila Rani, Shubhra Aggarwal, Chander Prakash Aggarwal and Sons, Subash Chand Agarwal and Sons HUF, Sandeep Agarwal and Sons HUF, Sanjay Agarwal and Sons HUF, Agarwal Zarda Factory Pvt Ltd, and Creamy Foods Ltd. Combination Registration No. C-2025/06/1290 Page 2 of 6 3. The proposed transaction envisages the acquisition of 100% shareholding of SMCPGL by RSPL (Proposed Combination). As a consequence, RSPL will be in sole control of SMCPGL. 4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) were sought from the Acquirers vide letter dated 16th June 2025 and complete response to the same was received on 20th June 2025. 5. RSPL is a private limited company incorporated in India. RSPL, its individual promoters and all such entities that meet the Materiality Threshold2, are together referred to as ‘RSPL and its Relevant Entities’. It is stated that RSPL and its Relevant Entities are primarily engaged in the iron and steel sector, including the business of mining of iron ore & manganese ore, manufacture and sale of ferro alloys (only Silico Manganese), manufacturing and sale of sponge iron, pig iron, billets, TMT rebar, wire rods, pellets, Ductile Iron (DI) pipe, etc. They have a network of steel plants across key locations rich in metal ores in India like Odisha, West Bengal and Chhattisgarh. They are physically present only in India, but have customers worldwide for certain products which they export (e.g., iron ore and pellets). 6. SMCPGL is a public limited company incorporated in India. It is primarily engaged in the iron and steel sector in India, and more specifically in the business of manufacture and sale of sponge iron, steel billets, TMT bars, pig iron, and silico manganese through two manufacturing units in Odisha. 2 RSPL has considered all entities in which it, directly or indirectly, has: (a) shareholding or voting rights of 10% or more; or (b) right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or (c) any other right over and above the rights available to an ordinary shareholder including the right or ability to access commercially sensitive information of the enterprise (collectively ‘Materiality Threshold(s)’. Combination Registration No. C-2025/06/1290 Page 3 of 6 7. Based on the overlapping activities of RSPL and its Relevant entities on one hand and SMCPGL on the other hand, the Acquirer has stated that the relevant markets for the purposes of assessment of horizontal overlaps may be considered as the market for: (i) ‘manufacture and sale of sponge iron in India’ (Sponge Iron Market), (ii) ‘manufacture and sale of TMT bars in India’ (TMT Bars Market), (iii) ‘manufacture and sale of ferro alloys in India’ (Ferro Alloys Market), (iv) ‘manufacture and sale of pig iron in India’ (Pig Iron Market), (v) ‘manufacture and sale of billets in India’ (Billets Market) and, (vi) ‘power generation in India’ (Power Generation Market). 8. With respect to the vertical relationships between the Parties, the Acquirer has submitted that both the Parties are involved at various stages of the steel manufacturing process and use majority of their upstream products as inputs for production of semi and finished steel downstream products, with only a minuscule / insignificant portion sold to third parties. Based on the activities of the Parties, the Acquirer has submitted that the vertical relationships and corresponding relevant markets for the purposes of competition assessment may be considered as follows: (i) Vertical Relationships between RSPL and its Relevant Entities in the upstream market for mining of metal ores (iron ore and manganese ore) and SMCPGL in the downstream market for manufacture and sale of: (a) sponge iron, (b) pig iron and, (c) ferro alloys. Accordingly, the upstream relevant market may be considered as the “market for mining of metal ores in India” at a broader level along with its narrower sub-segments i.e., “market for mining of iron ore in India” and “market for mining of manganese ore in India” (Metal Ore Market), while the downstream relevant markets may be considered as the: (a) Sponge Iron Market, (b) Pig Iron Market, and (c) Ferro Alloys Market. (ii) Vertical Relationships between RSPL and its Relevant Entities in the upstream market for manufacture and sale of pellets and SMCPGL in the downstream Combination Registration No. C-2025/06/1290 Page 4 of 6 market for manufacture and sale of: (a) pig and (b) sponge iron. Accordingly, the upstream relevant market may be considered as the “market for manufacture and sale of pellets in India” (Pellets Market) while the downstream relevant markets may be considered as the: (a) Sponge Iron Market and (b) Pig Iron Market. (iii) Vertical Relationships between RSPL and its Relevant Entities in the upstream market for the manufacture and sale of: (a) sponge iron, (b) pig iron, and (c) ferro alloys and SMCGPL in the downstream market for manufacture and sale of billets. Accordingly, the upstream relevant markets may be considered as the: (a) Sponge Iron Market, (b) Pig Iron Market, and (c) Ferro Alloys Market, while the downstream relevant market may be considered as the “market for manufacture and sale of billets in India” (Billets Market). (iv) Vertical Relationship between SMCPGL in the upstream market for manufacture and sale of pig iron and RSPL and its Relevant Entities in the downstream market for manufacture and sale of ductile iron pipes. Accordingly, the upstream relevant market may be considered as the Pig Iron Market, while the downstream relevant market may be considered as “market for the manufacture and sale of DI pipes in India” (DI Pipes Market). (v) Vertical Relationship between SMCPGL in the upstream market for the manufacture and sale of billets and RSPL and its Relevant Entities in the downstream market for manufacture and sale of finished steel products like (a) Wire Rods and (b) TMT bars. Accordingly, the upstream relevant market may be considered as the Billets Market, while the downstream relevant markets may be considered as the (a) “market for the manufacture and sale of wire rods in India” (Wire Rods Market) and (b) the TMT Bars Market. 9. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not Combination Registration No. C-2025/06/1290 Page 5 of 6 likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated. 10. Based on the submissions in the notice, it is noted that the combined market shares of the Parties in the each of the horizontally overlapping relevant markets, i.e., Sponge Iron Market, TMT Bar Market, Ferro Alloys Market, Pig Iron Market, Billets Market and Power Generation Market, are in the range of [0-5] % only. Also, the incremental market share in these relevant markets is negligible. Moreover, there are other players present in the each of the said relevant markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern in any of the relevant markets. 11. With respect to the vertical relationships between the Parties, it is noted that their individual market shares in each of the upstream and downstream relevant markets are in the range of [0-5] % only, except the upstream relevant market for mining of iron ore in India, a narrower sub-segment of the Metal Ore Market, in which the market share of RSPL and its Relevant Entities is in the range of [5-10] %, but the market share of SMCPGL in the downstream relevant markets, i.e., Sponge Iron Market, Pig Iron Market and Ferro Alloys Market is in range of [0-5] % only. Given the foregoing and the fact that each of the upstream and downstream relevant markets for the various vertical relationships identified between the Parties are characterised by presence of other significant players, it appears that the Proposed Combination is not likely to raise competition foreclosure concern in any of the relevant markets. 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 sub-Section (4) of Section 20 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 Proposed Combination under Section 31(1) of the Act. Combination Registration No. C-2025/06/1290 Page 6 of 6 13. This order may stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 14. The information provided by the Acquirer 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 to the Acquirer accordingly.