NCLT Mumbai Approves Demerger Scheme For Raymond And Raymond Lifestyle

RL stated that the rationale behind the scheme was the distinct operational requirements and strategic focus of Raymond's different business verticals. RL currently has both lifestyle and non-lifestyle segments, each with unique capital needs, operational dynamics, risk profiles, and growth strategies. By demerging these segments into separate entities—RLL for lifestyle and RG amalgamated into RLL—Raymond stated to the bench that it aims to optimize management focus and enhance operational efficiencies tailored to each business's specific demands.

It stated that the key objective of the demerger was to create two distinct and robust listed entities. Post-demerger, RLL will assume zero net debt for both its lifestyle and non-lifestyle operations, positioning itself for sustained growth and market competitiveness.

Further, the scheme mandates that equity shares of RLL will be listed on both the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). It offers existing RL shareholders the opportunity to manage investments across two distinct business profiles with differentiated market dynamics.

In compliance with regulatory requirements, the scheme detailed specific undertakings related to accounting standards (IND-AS), the appointed date (1 April 2023), effective date, and other statutory obligations under the Companies Act, 2013. The companies stated that they would ensure seamless compliance with income tax, GST regulations, and directives from sectoral regulators. The Official Liquidator's report confirmed that the demerger scheme was in the public interest and does not prejudice any stakeholders.

Following the NCLT's approval, Raymond Consumer Care Limited has officially changed its name to Raymond Lifestyle Limited as part of the restructuring process.

The order stated that:

“From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.”

With all statutory compliances fulfilled, including the filing of requisite documents with the Registrar of Companies and Superintendent of Stamps, the NCLT finalized the demerger.

Title: In the Matter of Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; AND In the matter of Arrangement Between Raymond Limited (“Demerged Company”) And Raymond Lifestyle Limited (“Resulting Company or Transferee Company”) And Ray Global Consumer Trading Limited (“Transferor Company”) And their respective Shareholders

Case Number: CP (CAA)/38/MB-IV/2024 IN CA (CAA)/281/MB/2023

Advocate for the Petitioner: Mr. Hemant Sethi, Ms. Devanshi Sethi, i/b. Hemant Sethi & Co.

For Regional Director: Mr. Tushar Wagh, Deputy Director.

For Income tax Department : Ms. Prachi Wazalwar, Advocate.

Date of Order: 21.06.2024

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