Details of the Scheme and Parties Involved

The Hon'ble NCLT sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The amalgamating companies are:

  • Jaypore E-Commerce Private Limited (CIN: U51900MH2012PTC422224): Incorporated on February 21, 2012. It is engaged in dealing in linen, readymade garments, textiles, jewellery, accessories, and providing marketplace services. It is a wholly-owned subsidiary of Aditya Birla Fashion and Retail Limited (ABFRL).
  • TG Apparel & Decor Private Limited (CIN: U51109MH2015PTC430930): Incorporated on December 19, 2015. It is currently not carrying any business activity and is a wholly-owned subsidiary of ABFRL.

The amalgamated company is Aditya Birla Fashion and Retail Limited (CIN: L18101MH2007PLC233901).

All three companies share the same registered office at Piramal Agastya Corporate Park, Kurla, Mumbai.

Key Dates and Approvals

  • The Boards of Directors of all three companies approved the Scheme in their respective meetings held on February 5, 2026.
  • The Appointed Date for the Scheme is fixed as April 1, 2026.
  • The NCLT order was pronounced on July 2, 2026. The certified copy of the order is awaited.

Rationale for the Amalgamation

The stated rationale for the amalgamation includes:

  • Simplification of the legal and operating structure.
  • Streamlining of business and administrative operations, consequently reducing administrative and other operating costs.
  • Seamless integration for better financial strength and flexibility for ABFRL to maximize overall shareholder value.

Consideration

Since the amalgamating companies (Jaypore and TG Apparel) are wholly-owned subsidiaries of the amalgamated company (ABFRL), no consideration will pass from ABFRL. The shares held by ABFRL in these companies will stand cancelled upon the Scheme becoming effective without any issue or allotment of new shares.

Regulatory and Statutory Compliance

  • The requirement for meetings of shareholders and creditors was dispensed with by the NCLT in an earlier order (C.A.(CAA) No. 38/MB/2026 dated April 6, 2026) due to consent affidavits and the subsidiary relationship.
  • Notices were served on unsecured creditors of ABFRL with an outstanding balance of ₹25,00,000 or more.
  • Advertisements were published in Business Standard (English) and Loksatta (Marathi).
  • The Statutory Auditor, Price Waterhouse & Co Chartered Accountants LLP, provided a certificate (dated February 5, 2026) stating the accounting treatment conforms to accounting standards.

Observations from Statutory Authorities and Tribunal's Findings

  • Regional Director, MCA: Filed a report dated May 8, 2026. The petitioners clarified that the Scheme is exempt from requiring a No-Objection Certificate from stock exchanges under SEBI LODR Regulation 37(6)(a) as it involves a holding company and its wholly-owned subsidiaries. The Regional Director raised no objection.
  • Official Liquidator: Filed a report dated May 19, 2026, stating the affairs of the amalgamating companies have not been conducted prejudicially to public interest or creditors.
  • Central GST Authority: Raised an observation via communication dated May 15, 2026, regarding an outstanding GST demand against TG Apparel. The petitioners clarified in a rejoinder affidavit (May 29, 2026) that the tax liability had been discharged, an appeal is being preferred against the ex-parte order, and Clause 10 of the Scheme preserves all pending legal proceedings, protecting the rights of the GST authority.
  • The NCLT noted that the Income Tax Department is at liberty to examine the Scheme for any potential tax avoidance under the provisions of the Income Tax Act.

The Tribunal found the Scheme to be fair and reasonable, not violative of any law or public policy, and that all statutory compliances were fulfilled.

Orders and Directives

  • The Company Petition (C.P.(CAA)/52(MB)2026) is allowed.
  • A certified copy of the order and the Scheme must be filed with the Registrar of Companies in e-Form INC-28 within 30 days of receiving the order.
  • A certified copy must be lodged with the Superintendent of Stamps for adjudication of stamp duty within 60 working days.
  • All liabilities of the transferor companies will transfer to ABFRL, though liabilities for offences by officers in default prior to amalgamation will continue as per Section 240 of the Companies Act, 2013.

Additional Information

This intimation is being uploaded on the company's website, www.abfrl.com.