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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2024/05/1146
18th June 2024
Notice under Section 6(2) of the Competition Act, 2002 jointly given by ABG Family, NBG
Family, JNG Family, and SVC Family
CORAM:
Ms. Ravneet Kaur
Chairperson
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
1. On 15th May 2024, the Competition Commission of India (‘Commission’) received a
Notice under Section 6(2) of the Competition Act, 2002 (‘Act’) jointly given by: (i) the
ABG Family, headed by Adi Godrej and comprising of Tanya Dubash, Nisaba Godrej,
Pirojsha Godrej, Aryaan Dubash, Azaar Dubash, Zoran Mehta (through his mother and
natural guardian), Aidan Mehta (through her mother and natural guardian), Sasha Godrej
(through her father and natural guardian), and Lana Godrej (through her father and natural
guardian); (ii) the NBG Family, headed by Nadir Godrej and comprising of Rati Godrej,
Burjis Godrej, Sohrab Godrej, and Hormazd Godrej; (iii) JNG Family, headed by Jamshyd
Godrej and comprising of Pheroza Godrej, Navroze Godrej, and Raika Godrej (through her
father and natural guardian); and (iv) SVC Family, headed by Smita Godrej Crishna and
comprising of Freyan Crishna Bieri Nyrika Holkar, Kiyan Bieri (through his mother and
natural guardian), Zai Bieri (through his mother and natural guardian), Arianne Holkar
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(through her mother and natural guardian), and Aryaman Holkar (through his mother and
natural guardian) [The ABG Family, the NBG Family, the JNG Family and the SVC Family
are collectively referred to as ‘Family Branches’/‘Parties’]. The Notice was filed pursuant
to the Family Settlement Agreement dated 30th April 2024 (FSA), executed by the members
of the Family Branches.
2. The proposed combination envisages realignment of interests, legal ownership, and
management of various entities within the Godrej group, which is involved in an array of
businesses today. Various Godrej group entities forming part of the proposed combination
which are managed, controlled, and/or promoted by various members of the Family
Branches, directly or indirectly through ownership or control of shareholding or
management of these entities can be classified as GILAC Group Entities, and G&B Group
Entities. GILAC Group Entities include (i) Godrej Industries Limited (GIL); (ii) Godrej
Consumer Products Limited (GCPL); (iii) Godrej Properties Limited (GPL); (iv) Godrej
Agrovet Limited (GAVL); (v) Godrej Seeds & Genetics Limited (GSGL); (vi) Innovia
Multiventures Private Limited (IMPL); (vii) Astec Lifesciences Limited (Astec); and (viii)
Anamudi Real Estates LLP (Anamudi); and G&B Group Entities include (i) Godrej &
Boyce Manufacturing Company Limited (G&B Mfg); (ii) Godrej Holdings Private Limited
(GHPL); (iii) Godrej Infotech Limited (GITL); and (d) RKN Enterprises (RKNE) [the
GILAC Group Entities and G&B Group Entities are collectively referred to as the
‘Targets’].
3. The proposed combination involves various steps which inter alia include realignment of
shareholding, realignment of the board of directors and management, reclassification of
certain Family Branches as public shareholders, etc. in relation to the Targets with the
ultimate objective being that the ABG Family and the NBG Family will continue to control
and manage the GILAC Group Entities, and the JNG Family and the SVC Family will
continue to control and manage the G&B Group Entities (Proposed Combination). The
Family Branches have also executed a brand and non-compete agreement dated 30th April
2024 (Brand Agreement) to govern the use of the ‘Godrej’ brand by the Family Branches,
post the Proposed Combination.
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4. The Commission observed that the Proposed Combination is primarily in the nature of an
internal reorganisation and is not likely to change the market dynamics in a significant
manner. Nonetheless, the Commission considered existing/potential market linkages
between (i) the activities of entities outside of Godrej group in which the ABG Family and
NBG Family hold shareholding/control (ABG NBG Investee Entities) and the activities
of GILAC Group Entities; (ii) the activities of entities outside of Godrej group in which the
JNG Family and the SVC Family hold shareholding/control in any entity(ies) (JNG SVC
Investee Entities) and the activities of G&B Group Entities.
5. The Commission noted that the activities of ABG NBG Investee Entities and GILAC Group
Entities exhibit: (i) horizontal overlaps in the area of real estate and development and (ii)
vertical linkages considering the upstream activity of home automation items and
downstream activity of development and sale of real estate properties. The activities of JNG
SVC Investee Entities and G&B Group Entities exhibit: (i) horizontal overlaps in the areas
of real estate and development and school education services and (ii) vertical linkages
considering the upstream activity of manufacture and sale of ready-mix concrete (RMC)
and downstream activity of real estate and development and the upstream activity of
manufacturing and sale of wall forming building materials and downstream activity of real
estate and development. The Commission observed that considering the nature and extent
of aforesaid overlaps/linkages, the Proposed Combination is not likely to cause a significant
change in market dynamics in any of the plausible markets that could be delineated.
Accordingly, the Commission is of the view that the Proposed Combination is not likely to
result in appreciable adverse effect on competition in any of the plausible markets and
accordingly, the question of the exact delineation of the relevant market(s) may be left open.
6. 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
appreciable adverse effect on competition in India. Therefore, the Commission approves
the Proposed Combination under Section 31(1) of the Act.
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7. The order may be revoked if, at any time, the information provided by the Parties is found
to be incorrect.
8. The Secretary is directed to communicate to the Parties accordingly.
