Combination Registration No. C-2026/04/1413, Malabar Gold and Diamonds Limited (‘MGDL) & 51 Other Transferor Companies
Proposed Transaction
The CCI unconditionally approved the merger of 51 transferor companies into MGDL, under Section 31(1) of the Act. The proposed combination, structured as a scheme of amalgamation under the Companies Act, 2013, consolidated entities that largely operated under the common ‘Malabar Gold and Diamonds’ brand and under the existing control of MGDL.
CCI Findings
Of the transferor companies, 44 were primarily engaged in the retail or wholesale sale and trading of gold jewellery, diamond-studded jewellery, silver items, precious stones and metals, lifestyle products and allied items. Four entities provided ancillary support services (packaging, display, equipment and fixtures) to the group’s jewellery showrooms. One entity, MGD Holdings Private Limited, was a core investment company with investments within the group. The remaining two entities related to a joint venture for diamond and diamond jewellery supply: MBMG Diamonds Private Limited (‘MBMG’) (a 49:51 JV with Mahendra Brothers Exports Private Limited) and MG Precious Stone Trading Ventures Private Limited, a special purpose vehicle representing MGDL’s stake in the JV. The only change in control involved MBMG, where the JV partner would relinquish its 49.74% shareholding consequent to the combination.
The CCI found that the proposed combination involved entities operating under common control and did not result in any addition to market share or change in the competitive landscape. It noted that the Indian jewellery retail market remains highly fragmented, with significant competitive constraints from both organised and unorganised market participants. The CCI left the precise relevant market definition open, holding that the combination did not raise competition concerns irrespective of market delineation.
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