The Mumbai Bench of the National Company Law Tribunal (NCLT) has approved the merger of Jaypore E-Commerce Pvt Ltd and TG Apparel & Decor Pvt Ltd, both wholly owned subsidiaries, with Aditya Birla Fashion and Retail Ltd (ABFRL). The order was passed on Thursday by a bench comprising Technical Member Prabhat Kumar and Judicial Member Sushil Mahadeorao Kochey.

In its order, the Tribunal observed that the proposed scheme of amalgamation met the required legal standards and did not conflict with any statutory provisions 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 stated.

The Tribunal had earlier admitted the first motion application on April 6, 2026. The merger has been undertaken with the objective of simplifying the group's corporate structure, improving business and administrative efficiencies, reducing operational costs and enhancing the financial flexibility of Aditya Birla Fashion and Retail Ltd. The appointed date for the scheme is April 1, 2026.

As Jaypore E-Commerce Pvt Ltd and TG Apparel & Decor Pvt Ltd are wholly owned subsidiaries of ABFRL, the Tribunal noted that no fresh equity shares would be issued under the scheme. Instead, the shares held by Aditya Birla Fashion and Retail Ltd in both transferor companies will stand cancelled once the merger becomes effective.

The order further records that the observations made by the Regional Director had been adequately addressed by the petitioner companies. Additionally, the Official Liquidator confirmed that the affairs of the transferor companies had not been conducted in any manner prejudicial to the interests of creditors or the public.

The Tribunal also observed that the scheme was exempt from obtaining a no-objection certificate from the stock exchanges under the applicable SEBI regulations. However, it clarified that the Income Tax Department would retain the authority to examine any tax implications arising from the amalgamation.

While sanctioning the second motion petition, the NCLT directed the companies to file the certified copy of the order with the Registrar of Companies within 30 days. It also instructed them to submit the order before the Superintendent of Stamps within 60 working days for adjudication of stamp duty, if applicable.