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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2024/12/1214
21st January 2025
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Agro Tech Foods
Limited, DMPL India Limited, Bharti Enterprises Limited, Bharti (SBM) Holdings
Private Limited, Bharti (RBM) Holdings Private Limited, Bharti (RM) Holdings Private
Limited and Bharti (Satya) Trustees 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 3rd 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’) jointly given by Agro Tech Foods Limited (‘ATFL’), DMPL India Limited
(‘DMPL India’), Bharti Enterprises Limited (BEL), Bharti (SBM) Holdings Private
Limited (‘Bharti SBM’), Bharti (RBM) Holdings Private Limited (‘Bharti RBM’),
Bharti (RM) Holdings Private Limited (‘Bharti RM’), and Bharti (Satya) Trustees
Private Limited (‘Bharti Satya’) on behalf of Bharti (Satya) Family Trust [hereinafter,
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Bharti SBM, Bharti RBM, Bharti RM, and Bharti Satya are collectively referred to as
‘Bharti Units’, and BEL and Bharti Units are collectively referred to as ‘Bharti’]. The
Notice was filed pursuant to the execution of Share Purchase Agreement dated 14th
November 2024 amongst ATFL, Del Monte Foods Private Limited (‘DMFPL’), and
DMPL India (‘DMPL India SPA’); Share Subscription Agreement dated 14th November
2024 amongst ATFL, DMPL India, CAG-Tech (Mauritius) Limited (‘MCo.’) and Zest
Holding Investments Limited (‘DMPL India SSA’); Share Purchase Agreement dated
14th November 2024 amongst ATFL, Bharti, and DMFPL (‘Bharti SPA’); and Share
Subscription Agreement dated 14th November 2024 amongst ATFL, Bharti, MCo. and
Zest Holding Investments Limited (‘Bharti SSA’) [hereinafter, ATFL, DMPL India, and
Bharti are collectively referred to as ‘Notifying Parties’].
2.
The Proposed Combination envisages the following steps, which are proposed to be
effected simultaneously:
Step 1 - DMFPL Acquisition: Acquisition by ATFL of 100% shareholding in DMFPL
from its existing shareholders i.e., Bharti and DMPL India (collectively ‘Sellers’).
Step 2 - ATFL Acquisition: Issuance of 20.95% and 14.39% equity shares in ATFL to
Bharti and DMPL India, respectively by way of preferential allotment by ATFL, in
discharge of its consideration for the DMFPL Acquisition.
3.
In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024, vide letter dated 16th December 2024, certain information and
clarifications were sought from the Notifying Parties. The Notifying Parties submitted
the response dated 23rd December 2024. Since the response was not complete, another
letter was issued on 3rd January 2025 and the Notifying Parties furnished the response
dated 8th January 2025.
4.
ATFL is a public listed company and is ultimately controlled by Zest Holdings
Investment Limited (‘ZHIL’) through its wholly owned subsidiary, MCo. which acts as
the promoter of ATFL. ZHIL is incorporated under the laws of Mauritius, primarily for
the purpose of holding investments. ZHIL’s presence in India is limited to ATFL. It is
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submitted that ZHIL is commonly controlled by Samara Capital Partners Funds III
Limited (‘SCPFL’), Infinity Holdings (‘IH’), Infinity Holdings Sidecar I (‘IHSI’)
through each of their investment managers i.e., Samara Capital Management Limited
(‘Samara’) and Infinity Investment Management (‘IIM’), respectively.
5.
Samara, all entities controlled by Samara, either directly or indirectly, and all entities
controlled by affiliates of Samara are collectively referred to as the ‘Samara Group’.
IIM and all entities controlled by IIM, either directly or indirectly, and entities controlled
by affiliates of IIM are collectively referred to as the ‘Infinity Group’. ATFL, Samara
Group, and Infinity Group are collectively referred to as the ‘ATFL Group’.
6.
ATFL is engaged in the business of manufacturing, marketing, and selling a wide range
of food products such as ready-to-cook snacks, ready-to-eat snacks, peanut butter,
spreads, dips, breakfast cereals, chocolate confectionery, plain oats, almonds as well as
edible oils.
7.
BEL is a wholly owned subsidiary of Bharti Enterprises (Holding) Private Limited
(‘BEHPL’), which is part of the Bharti group. BEL is involved in rendering management
consultancy services within the Bharti group. Bharti RBM, Bharti SBM, and Bharti RM
generate their income from management fees within the Bharti group. Bharti Satya is an
entity incorporated to act on behalf of Bharti (Satya) Family Trust, which is a
discretionary trust. The shareholding of the Bharti Units is held entirely by the Bharti
family i.e., Sunil Bharti Mittal, Rajan Bharti Mittal, Rakesh Bharti Mittal, and other
family members.
8.
DMPL India is an investment holding company incorporated in Mauritius. It is solely
controlled by DMPL India Pte. Ltd., which is incorporated in Singapore. DMPL India
Pte Ltd. is a wholly owned subsidiary of Del Monte Pacific Ltd., incorporated in the
British Virgin Islands and listed in Singapore. Each of these entities belongs to the Del
Monte group, the ultimate holding companies of which are the Twin Palms Pacific Trust
and Star Orchid Trust. DMPL India Pte. Ltd. and Del Monte Pacific Ltd. are beneficially
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owned mainly by the Campos Family and the Twin Palms Pacific Trust and Star Orchid
Trust are beneficially owned by the Campos Family.
9.
Apart from its investment in DMFPL, DMPL India has no business presence/operations
in India. DMPL India on its own does not manufacture, supply, distribute, or sell any
products and/or services in India.
10.
DMFPL is a joint venture between the Del Monte group and the Bharti group. DMPFL
is engaged in the manufacture and sale of packaged foods such as snacks, ready-to-eat
foods, sauces and spreads/dips, edible oils, and pasta in India. DMFPL does not carry out
manufacturing activities outside India but exports its products to various countries.
DMFPL’s subsidiary, Del Monte Foods India (North) Private Limited, is engaged in the
business of manufacturing and importing a range of food and beverage products for
marketing, sale, and distribution in India and various other countries.
11.
Based on the information provided in the Notice, DMFPL and ATFL [including through
affiliates of ATFL Group namely Paradise Food Court Private Limited (‘Paradise
Foods’) and ADF Foods Ltd. (‘ADF Foods’)] exhibit horizontal overlap in the broad
market for the manufacture and sale of packaged foods in India (‘Packaged Foods
Market’). At a narrower level, the parties exhibit overlaps in the snacks segment (which
is further segmented into non-salted sub-segment); ready-to-eat segment; pasta segment;
sauces, spreads and dips segment; and edible oils segment. The organized segment of the
Packaged Foods Markets and all its abovementioned segments/sub-segments are also
considered.
12.
It is submitted that DMFPL and ATFL Group exhibit the following vertical overlaps:
(a)
Packaged Foods Market (upstream) by DMFPL and market for B2C (retail) sales
of food and grocery in India (downstream) by an affiliate of ATFL Group, namely
More Retail Private Limited (‘More Retail’) [Existing];
(b)
Packaged Foods Market (upstream) by DMFPL and market for the business of
running, maintaining, and operating restaurant outlets or the food service market in
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India (downstream) by affiliates of ATFL Group, namely Paradise Foods [Existing]
and Sapphire Foods India Limited (‘Sapphire Foods’) [Potential];
(c)
Market for contract manufacturing of packaged foods in India (upstream) by an
affiliate of ATFL Group, namely Hindustan Foods Limited (‘HFL’) and Packaged
Foods Market (downstream) by DMFPL [Potential];
(d)
Market for the supply of antioxidants for food applications in India (upstream) by
an affiliate of ATFL Group, namely Camlin Fine Sciences Limited (‘CFS’) and
Packaged Foods Market (downstream) by DMFPL [Potential];
(e)
Market for supply of aroma chemicals in India (upstream) by CFS and Packaged
Foods Market (downstream) by DMFPL [Potential];
(f)
Market for supply of flavours in India (upstream) by CFS and Packaged Foods
Market (downstream) by DMFPL [Potential]; and
(g)
Packaged Foods Market (upstream) by DMFPL and market for the provision of
third-party (‘3P’) logistics services for retail business/food service in India
(downstream) by an affiliate of ATFL Group, namely Jyoti International Foods
Private Limited by DMFPL [Existing].
13.
In addition to the above, Bharti group and ATFL Group exhibit the potential vertical
overlap in Packaged Foods Market (upstream) by ATFL Group and the market for the
business of running, maintaining, and operating restaurant outlets or the food service
market in India (downstream) by Bharti group through Gourmet Investments Private
Limited including its subsidiaries namely, Texmex Cuisine India Private Limited and
Shokutsu Nihonbashi Restaurants Private Limited.
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14.
The Commission decided to leave the delineation of the relevant market open, as it was
observed that the Proposed Combination is not likely to cause appreciable adverse effect
on competition in any of the plausible relevant market(s) in India.
15.
Based on the submissions of the Notifying Parties, the Commission noted that the
combined market share of DMFPL and ATFL Group in the Packaged Foods Market
including its segments and sub-segments is insignificant, in the overall as well as the
organised segment, except the sauces, spreads and dips segment where the combined
market is in the range of [0-5]% and [5-10]%, in the overall and the organised segment,
respectively and the incremental market share is in the range of [0-5]%.
16.
With respect to the vertical overlaps, it is observed that the presence of the relevant
entities in each of the upstream and downstream markets/segments is insignificant except
in the market for antioxidants for food applications, where the market share of CFS is the
range of [5-10]%. Based on the foregoing, it appears that the Proposed Combination is
not likely to foreclose competition.
17.
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.
18.
This order may be revoked if, at any time, the information provided by the Notifying
Parties is found to be incorrect.
19.
The information provided by the Notifying Parties shall be treated as confidential in
terms of and subject to provisions of Section 57 of the Act.
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20.
The Secretary is directed to communicate to the Notifying Parties accordingly.
