M/s Rane Holdings Limited — Combination C-2024/07/1167

Notice under Section 6(2) of the Competition Act, 2002 given by Rane Holdings 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 11th July 2024, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Rane Holdings Limited (RHL / Acquirer).

2. The Notice was filed pursuant to the Share Purchase Agreement (SPA) between NSK Limited (Japan) (NSK / Seller), (ii) RHL, and (iii) Rane NSK Steering Systems Private Limited (RNSSPL / Target), executed on 1st July 2024, and the License and Technical Assistance Agreement.

3. Proposed Combination relates to the acquisition of 51% equity shareholding in Rane NSK Steering Systems Private Limited (RNSSPL / Target) from its joint venture (JV) partner, NSK.

4. Pursuant to the Proposed Combination, RHL will hold 100% of the shareholding (on a fully diluted basis) in the Target.

5. In terms of Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, vide letter dated 26th July 2024, certain information and clarifications were sought from the Acquirer. The Acquirer submitted response vide communication dated 5th August 2024.

6. RHL is a public listed company, which through its subsidiaries and JVs is engaged in the manufacturing and marketing of automotive components - including parts of steering and suspension systems, friction materials, valve train components, occupant safety systems, light metal casting products and connected mobility solutions. RHL also provides services relating to management consultancy, information technology, business development, and human resource training on a captive basis to its group companies.

7. RNSSPL is a JV between RHL (49%) and NSK (51%). RNSSPL is engaged primarily in the manufacture of steering columns, electric power steering (EPS) columns, and various components of the steering column.

8. The Proposed Combination involves an acquisition of a JV company (i.e., RNSSPL) by one of its parent companies (i.e., RHL) (which already has joint control of the Target) resulting in RHL assuming sole control of the Target. The Commission noted that the Proposed Combination is in the nature of joint to sole control and based on the information available, there is no change in the market and competition dynamics as a result of the Proposed Combination.

9. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on 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, and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

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

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

12. The Secretary is directed to communicate this order to the Acquirer.