NCLT Mumbai Clears Reliance Retail's Consumer Brands Restructuring Plan

The National Company Law Tribunal (NCLT) at Mumbai has approved Reliance Retail's plan to reorganize its consumer products business. The move will shift the group's fast-moving consumer goods and brands division into a new arm called Reliance Consumer Products Limited, giving the business its own management and focus. In an order passed on November 6, a coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar observed that there was no impediment in sanctioning the scheme. “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.”, it said. The plan covers four Reliance companies, Reliance Retail Limited (RRL), Reliance Retail Ventures Limited (RRVL), Reliance Consumer Products Limited (RCPL), and Tira Beauty Limited (New RCPL). Under the restructuring, Reliance Retail's FMCG brands business will move to Reliance Retail Ventures. The existing Reliance Consumer Products company will merge with Reliance Retail Ventures, and a new company, Tira Beauty Limited, will take over the consumer brands business and be renamed Reliance Consumer Products Limited. Reliance said the reorganization will help the consumer brands business grow faster with a sharper focus and its own management. The group explained that this segment requires large, ongoing investments and appeals to a different set of investors than the retail business."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 different set of investors. The Consumer Brands business is not part of retail business and it is proposed that this business is housed in a direct subsidiary of RIL. ", the scheme's rationale read.The tribunal approved the plan and ordered that all related assets and liabilities will move to the respective companies after the transfer. It also directed that the existing Reliance Consumer Products company be dissolved and that the new company take on its name. The companies must file the order with the Registrar of Companies within 30 days and submit it for stamp duty within 60 days. After the restructuring, three Reliance companies will continue, Reliance Retail Ventures Limited as the main holding company, Reliance Retail Limited running the retail stores, and the new Reliance Consumer Products Limited managing the consumer brands and FMCG business. The old RCPL will cease to exist after merging with RRVL.Case Name: Reliance Retail Limited And Reliance Retail Ventures LimitedCase Number: CP (CAA)/207/MB/2025 In CA (CAA)/144/MB/2025 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. Click Here To Read/Download Order

NCLT Mumbai Clears Reliance Retail's Consumer Brands Restructuring Plan

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