NCLT Mumbai Allows First Motion for Amalgamation of Jaypore E-Commerce and TG Apparel with Aditya Birla Fashion

April 6, 2026 : The Mumbai Bench of the National Company Law Tribunal (NCLT) has allowed a first motion application seeking approval of a scheme of amalgamation involving Jaypore E-Commerce Private Limited and TG Apparel and Decor Private Limited with Aditya Birla Fashion and Retail Limited.

The application was filed under Sections 230 to 232 of the Companies Act, 2013, seeking sanction of a composite scheme whereby both transferor companies would merge into the transferee company. The order was pronounced on 6 April 2026 by a Bench comprising Sushil Mahadeorao Kochey (Judicial Member) and Prabhat Kumar (Technical Member).

Structure and Background

Jaypore E-Commerce Private Limited, incorporated in 2012, is engaged in the business of garments, textiles, accessories and marketplace support services, while TG Apparel and Decor Private Limited, incorporated in 2015, is presently not carrying on business activities. Both companies are wholly owned subsidiaries of Aditya Birla Fashion and Retail Limited.

The transferee company is engaged in manufacturing and retailing branded apparel and operates a wide retail network across India.

Approval of Scheme and Key Features

The Tribunal noted that the Boards of all applicant companies approved the scheme on 5 February 2026, with the appointed date fixed as 1 April 2026.

The scheme aims to:

• simplify the group’s legal and operational structure;
• streamline administrative functions and reduce costs;
• enable seamless integration of businesses; and
• enhance financial strength and shareholder value.

Given that the transferor companies are wholly owned subsidiaries, the Tribunal recorded that no fresh shares would be issued. The existing shareholding of the transferee company in the transferor entities will stand cancelled upon the scheme becoming effective.

Dispensation of Meetings

Taking note of the ownership structure and consent position of stakeholders, the Bench dispensed with the requirement of convening meetings of equity shareholders and creditors of the transferor companies.

Relying on the decision in Reliance Industries Ltd. v. Registrar of Companies, the Tribunal also dispensed with meetings of shareholders and creditors of the transferee company, while directing that notices of the scheme be circulated and made accessible electronically.

Directions to Authorities and Compliance Requirements

The Tribunal directed issuance of notices under Section 230(5) to statutory and regulatory authorities, including:

• the Regional Director;
• Registrar of Companies;
• Income Tax Department;
• GST authorities;
• Official Liquidator; and
• stock exchanges.

It further ordered that if no objections are received within 30 days, it would be presumed that the authorities have no objection to the scheme.

Additional directions included publication of advertisements, disclosure of contingent liabilities and pending litigation, and compliance with procedural requirements under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The applicant companies have been directed to file the second motion petition within 14 days from the date of the order.

Case Title: In the matter of Jaypore E-Commerce Private Limited & Anr. with Aditya Birla Fashion and Retail Limited
Case No.: C.A. (CAA) No. 38/MB/2026