NCLT Approves Composite Scheme of Arrangement for Reliance Group Companies

Tribunal Sanctions Slump Sale, Amalgamation, and Demerger in Compliance with Companies Act, 2013

The National Company Law Tribunal (NCLT), Mumbai Bench-I, has sanctioned a Composite Scheme of Arrangement involving Reliance Retail Limited and its group companies. The decision, delivered on November 6, 2025, by Shri Prabhat Kumar, Member (Technical), and Shri Sushil Mahadeorao Kochey, Member (Judicial), marks a significant restructuring in the Reliance group aimed at streamlining its operations in the retail and consumer products sector.

The scheme involves a complex restructuring process including slump sale, amalgamation, and demerger among Reliance Retail Limited (RRL), Reliance Retail Ventures Limited (RRVL), Reliance Consumer Products Limited (RCPL), and Tira Beauty Limited (New RCPL). The Tribunal found the scheme to be fair, reasonable, and compliant with statutory requirements under Sections 230 to 232 of the Companies Act, 2013. Consequently, the scheme has been declared binding on all stakeholders involved.

Under the approved arrangement, the FMCG Brands Business Undertaking of RRL will be transferred to RRVL on a slump sale basis. Furthermore, RCPL, a wholly-owned subsidiary of RRVL, will amalgamate with RRVL, leading to the dissolution of RCPL without winding up. The scheme also provides for the demerger and transfer of the Consumer Brands Business Undertaking from RRVL to New RCPL.

The Tribunal's order mandates the petitioner companies to file certified copies of the order and scheme with the Registrar of Companies within 30 days and to comply with stamp duty adjudication within 60 days. The companies have assured compliance with all applicable statutory requirements and have affirmed that the interests of creditors and stakeholders are safeguarded.

The Regional Director and the Official Liquidator have also reviewed the scheme, finding no objections, thus paving the way for its implementation. The scheme is expected to enable the Reliance group to attract focused investments and expertise into the Consumer Brands Business, which is distinct from its retail operations.

Bottom Line:

Companies Act, 2013 - Composite Scheme of Arrangement among group companies sanctioned by the Tribunal under Sections 230-232 - Scheme deemed fair and reasonable, compliant with statutory requirements, and binding on all stakeholders.

Statutory provision(s): Sections 230-232 of the Companies Act, 2013

Reliance Retail Limited, (NCLT)(Mumbai Bench-I) : Law Finder Doc Id # 2806108