NCLT Approves Merger Of Jaypore E-Commerce, TG Apparel & Decor With Aditya Birla Fashion

Mumbai, July 3, 2026: The National Company Law Tribunal (NCLT) has sanctioned the amalgamation of Jaypore E-Commerce Private Limited and TG Apparel & Decor Private Limited, both wholly owned subsidiaries, with Aditya Birla Fashion and Retail Limited, holding that the proposed restructuring is fair, reasonable, and in compliance with the provisions of the Companies Act, 2013.

The order states that the tribunal has approved the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, after finding that all statutory requirements had been fulfilled.

Tribunal Approves Merger Scheme

According to the tribunal, Jaypore E-Commerce is engaged in the business of garments, textiles, jewellery, accessories and marketplace support services, while TG Apparel & Decor is currently not carrying on any business activity. Both companies are wholly owned subsidiaries of Aditya Birla Fashion and Retail Ltd.

"The proposed amalgamation of the Amalgamating Companies with the Amalgamated Company would, inter alia, have the following benefits: first, simplification of the legal and operating structure; second, streamlining of business and administrative operations, thereby reducing administrative and other operating costs; and third, seamless integration along with enhanced financial strength and flexibility for the Amalgamated Company, which would result in maximising overall shareholder value," reads the rationale for the Scheme of Amalgamation submitted by the petitioner companies.

The tribunal further observed that the meetings of shareholders and creditors had been dispensed with after the companies obtained the necessary consent affidavits and complied with the directions relating to the issuance of notices, publication of newspaper advertisements and service upon the statutory authorities.

Tax Department's Powers Protected

Observing that the scheme was neither contrary to law nor public policy, the NCLT sanctioned the amalgamation. However, it clarified that the Income Tax Department would remain free to examine any tax implications arising from the merger and take appropriate action if the scheme ultimately results in tax avoidance.

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The tribunal further held that while all liabilities of the transferor companies would vest in the transferee company, liabilities arising from offences committed by the officers of the transferor companies before the merger would continue under Section 240 of the Companies Act.

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