NCLT Mumbai Approves Merger Of Jaypore, TG Apparel Into Aditya Birla Fashion & Retail

The Mumbai Bench of the National Company Law Tribunal (NCLT) on Thursday approved the merger of Jaypore E-Commerce Pvt Ltd and TG Apparel & Decor Pvt Ltd, both wholly owned subsidiaries, into Aditya Birla Fashion and Retail Ltd

A coral of Technical Member Prabhat Kumar and Judicial Member Sushil Mahadeorao Kochey held that the scheme was fair, reasonable and not contrary to law or public policy.

"From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law or contrary to public policy. The observations received from the statutory authorities stand duly addressed by the Petitioner Companies and no impediment remains for sanction of the Scheme.", the Tribunal observed.. 

The tribunal had earlier allowed the first motion application on April 6, 2026. The scheme is aimed at simplifying the group's legal structure, streamlining business and administrative operations, reducing operating costs and strengthening the financial flexibility of ABFRL. The appointed date of the merger is April 1, 2026.

Since Jaypore and TG Apparel are wholly owned subsidiaries of Aditya Birla, the Tribunal noted that no fresh shares would be issued. Instead, the shares held by Aditya Birla in the transferor companies would stand cancelled upon the scheme becoming effective.

The Tribunal recorded that the Regional Director's observations had been satisfactorily addressed and that the Official Liquidator found the affairs of the transferor companies were not conducted in a manner prejudicial to the interests of creditors or the public.

It also noted that the scheme was exempt from obtaining a stock exchange no objection certificate under the applicable SEBI regulations.

While approving the scheme, the tribunal clarified that the Income Tax Department would remain free to examine any tax implications arising from the merger.

Accordingly, sanctioning the second motion scheme, the tribunal directed the companies to file the order with the Registrar of Companies within 30 days and lodge it with the Superintendent of Stamps for adjudication of stamp duty if any, within 60 working days.

For Petitioners: Adv. Ahmed Chunawala, Adv. Himanshoo Tembe, Adv Meghna Somani