Dalmia Cement (Bharat) Limited — Combination C-2025/06/1295

COMPETITION COMMISSION OF INDIA 5th August 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Dalmia Cement (Bharat) 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 24th June 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Dalmia Cement (Bharat) Limited (Dalmia/Acquirer) for its proposed acquisition of Jaiprakash Associates Limited (JAL/Target) (Proposed Combination) [hereinafter, the Acquirer and Target are collectively referred to as the ‘Parties’]. JAL is currently undergoing corporate insolvency resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). The Proposed Combination is being undertaken in furtherance of the resolution plan being submitted by the Acquirer in connection with the CIRP of the Target. For the purpose of Proposed Combination, Dalmia has submitted a resolution plan dated 24th June 2025 (Resolution Plan).

2. In accordance with Regulation 14(2) of The Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 4th July 2025 (RFI), certain information and clarifications were sought from the Acquirer.

The Acquirer submitted the response to RFI on 11th July 2025 (Response) and made certain additional submissions on 23rd July 2025.

3. The Acquirer belongs to the group of entities controlled by Dalmia Bharat Limited (DBL) (Dalmia Bharat Group/Acquirer Group). DBL, (directly and through its controlled entities), is primarily engaged in the manufacture and sale of cement.

4. JAL is incorporated in India and is a public company, listed on the BSE and the NSE1. It is an infrastructure and industrial company engaged in diverse business activities including real estate, cement, hospitality, engineering, procurement, and construction (EPC) contracting. In addition, certain group companies of JAL are also engaged in power, fertilizer, sports and aviation segments.

5. The activities of the Acquirer Group exhibit certain horizontal overlaps with the activities of JAL. Based on the information in the Notice, for the purpose of competition assessment of the Proposed Combination, horizontal overlaps are identified primarily in the areas of grey cement2.

6. As regards the horizontally overlapping segment of grey cement, the Commission noted the presence of the Acquirer Group and JAL. Based on information submitted, it is observed that the Acquirer Group owns and operates grey cement production plants in the States of Tamil Nadu, Andhra Pradesh, Karnataka, Odisha, West Bengal, Jharkhand, Bihar, Meghalaya, Assam, and Maharashtra with a total installed capacity of around 49.5 MTPA which is likely to increase by around 6 MTPA by FY 2027. JAL’s cement production plants are located in the States of Madhya Pradesh, Karnataka, Uttar Pradesh and Chhattisgarh with total installed capacity of around 11 MTPA3.

1 JAL’s trading on the BSE and NSE is currently suspended due to the ongoing CIRP 2 The Acquirer Group is engaged in generation of power but the same is primarily for captive consumption. The market facing presence of the Acquirer Group in this area is negligible to warrant identification of overlap or further assessment. 3 Based on information on record, it is noted that in addition, one cement plant of JAL viz., Jaypee Super Plant, Dalla, Uttar Pradesh, which has an installed capacity of 1.8 MTPA of grey cement is currently a subject matter of arbitration with UltraTech Cement Limited.

7. As regards identification of geographic areas which are likely to be affected by combinations in cement sector, the Commission in its decisional practice has been considering the catchment area analysis/Elzinga Hogarty Test (EH Test). In this regard, the Commission observed that the cement plants of JAL are currently non-operational and accordingly there are no discernible catchment areas which can be identified. Accordingly, the Commission assessed the Proposed Combination for changes in market structure(s) considering the location of plants. To this effect, the overlaps were narrowed down to the base State of Karnataka and broader market consistent with the decisional practice of the Commission comprising of the States of Karnataka, Andhra Pradesh, Telangana, and Maharashtra (KTK Relevant Market). Further, though there were no other base State level overlaps, another geographic market overlap was identified in terms of broader market comprising the States of Chhattisgarh, West Bengal, Bihar, Jharkhand and Odisha (CG Relevant Market) considering the presence of JAL in Chhattisgarh and presence of the Acquirer Group in the States of Odisha, West Bengal, Jharkhand, and Bihar.

8. The Commission observed that the Proposed Combination is not likely to have any significant impact on the respective market structures in the base State of Karnataka, KTK Relevant Market and CG Relevant Market, considering that JAL’s total installed capacity is 1.2 MTPA in Karnataka and KTK Relevant Market, and 2.2 MTPA in CG Relevant Market which constitutes less than 5 percent of capacity in the plausible market(s).

9. The activities of Acquirer Group also exhibit certain vertical/complementary linkages with the activities of JAL. The vertical/complementary linkages are identified between the activities of cement and EPC, clinker and cement, and power generation and manufacturing of cement/sugar (collectively referred to as ‘Vertical/Complementary Linkages’).

10. As regards Vertical/Complementary Linkages, the Commission observed that considering both the upstream and downstream presence of the Parties in totality, the Vertical/Complementary Linkages resulting from the Proposed Combination are not likely to confer any ability/incentive to the resulting entity post the Proposed Combination to engage in foreclosure strategies in the plausible market(s) that could be impacted by the Proposed Combination.

11. 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.

12. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

13. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

14. The Secretary is directed to communicate to the Acquirer accordingly.