NCLT Mumbai: Approves Reliance Retail’s Restructuring To Spin Off Consumer Brands Business Into Separate Entity For Focused Growth
Pranav B Prem
The National Company Law Tribunal (NCLT), Mumbai Bench-I, has approved Reliance Retail’s restructuring scheme that seeks to reorganize its consumer brands and fast-moving consumer goods (FMCG) business into a separate entity, thereby enabling sharper management focus and strategic growth in the consumer products segment.
The Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar sanctioned the Composite Scheme of Arrangement filed under Sections 230 to 232 of the Companies Act, 2013, holding that the plan was fair, reasonable, and in accordance with law. “From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy considering that no objection has so far been received from any authority or creditors or members or any other stakeholders,” the Tribunal observed.
The scheme involves four Reliance entities—Reliance Retail Limited (RRL), Reliance Retail Ventures Limited (RRVL), Reliance Consumer Products Limited (RCPL), and Tira Beauty Limited, which will be renamed as Reliance Consumer Products Limited (New RCPL). The plan aims to segregate the FMCG and brands division from the retail operations and house it under a new subsidiary, allowing it to function as an independent vertical with its own management, operational autonomy, and investor base.
Under the restructuring, Reliance Retail’s FMCG brands business will be transferred to Reliance Retail Ventures Limited. The existing Reliance Consumer Products Limited will merge with Reliance Retail Ventures, while Tira Beauty Limited will take over the consumer brands business and be renamed as the new Reliance Consumer Products Limited. The Tribunal noted that this structure would bring clarity and efficiency by aligning the business lines according to their nature and investment needs.
Reliance, in its submissions, explained that the reorganization is intended to provide sharper business focus and enable the consumer brands business to grow independently with dedicated management and resources. The company stated that this segment, which involves building brands and managing product lifecycles from research and development to marketing and distribution, demands specialized expertise and significant ongoing capital investments. It was further submitted that the consumer products business is fundamentally distinct from retail and appeals to a different class of investors. “The Consumer Brands Business is one of building brands, managing entire product lifecycle from research, development, manufacturing, distribution and marketing. This is a large business by itself requiring specialised and focused attention, expertise and different skill sets as compared to retail business. This business also entails large capital investments on an on-going basis and can attract a different set of investors. The Consumer Brands Business is not part of the retail business, and it is proposed that this business is housed in a direct subsidiary of Reliance Industries Limited,” the company stated in its rationale.
The Regional Director (Western Region) and the Official Liquidator confirmed that the affairs of the companies involved were conducted in compliance with law and not prejudicial to the interests of shareholders or creditors. The Tribunal recorded that no objections were received from any statutory authority, and all necessary undertakings had been given by the companies to comply with requirements of the Registrar of Companies, the Income Tax Department, and the GST Department. The order further directed that the companies shall file the certified copy of the sanction order with the Registrar of Companies within 30 days and with the Superintendent of Stamps within 60 days for adjudication of stamp duty.
Upon approval, all assets, liabilities, and undertakings forming part of the FMCG brands business of Reliance Retail Limited stand transferred to Reliance Retail Ventures Limited. Similarly, all assets and liabilities of Reliance Consumer Products Limited shall vest in Reliance Retail Ventures Limited pursuant to the merger, while all assets and liabilities of the consumer brands business of Reliance Retail Ventures will stand transferred to the new Reliance Consumer Products Limited (formerly Tira Beauty Limited). The existing Reliance Consumer Products Limited will be dissolved without winding up, and Tira Beauty Limited will take on its name.
In conclusion, the Tribunal approved the composite scheme and declared it binding on all the companies and their stakeholders. The Bench observed that the restructuring would help streamline operations, enhance investor confidence, and provide a platform for accelerated growth of Reliance’s consumer products division. After the reorganization, three Reliance companies will continue—Reliance Retail Ventures Limited as the holding company overseeing all retail operations, Reliance Retail Limited managing the retail stores, and the new Reliance Consumer Products Limited focusing on the consumer brands and FMCG business.
Appearance
For Applicant: Senior Advocate Gaurav Joshi along with Advocates Haabil Vahanvaty, Mehul Shah, Peshwan Jehangir, Rushabh Gala, Adv. Porus Titina, Hiren Kukreja and Aditi Rathi instructed by Khaitan & Co.
Cause Title: Reliance Retail Limited And Reliance Retail Ventures Limited
Case No: CP (CAA)/207/MB/2025 In CA (CAA)/144/MB/2025
Coram: Judicial Member Sushil Mahadeorao Kochey, Technical Member Prabhat Kumar
