NCLT Mumbai Clears First Motion For Merger of Jaypore, TG Apparel Into Aditya Birla Fashion

The National Company Law Tribunal's Mumbai Bench on Monday allowed a first motion application in a scheme of amalgamation between Jaypore E-Commerce Pvt Ltd and TG Apparel and Decor Pvt Ltd with Aditya Birla Fashion and Retail Limited, dispensing with meetings of shareholders and creditors in specified cases.

A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order under Sections 230 to 232 of the Companies Act.

The appointed date for the scheme has been fixed as April 1, 2026. The tribunal noted that the amalgamation aims to simplify the corporate structure, streamline operations, reduce administrative costs, and enhance financial strength and overall shareholder value.

Taking note of the fact that the transferor companies are wholly owned subsidiaries, the tribunal observed that upon the scheme becoming effective, the shares held by the transferee company in the transferor companies, along with those held through nominees, would stand cancelled, and no fresh shares would be issued.

The NCLT dispensed with the requirement of convening meetings of equity shareholders and creditors of the transferor companies. It also dispensed with such meetings for Aditya Birla.

However, the tribunal directed issuance of notices to statutory and regulatory authorities, including the Regional Director, Registrar of Companies, Income Tax Department, GST authorities, Official Liquidator, and stock exchanges, granting them 30 days to raise objections, if any.

The application was accordingly allowed, with directions to file the second motion petition within 14 days.