NCLT Approves Reliance Retail’s ₹171 Crore Takeover Plan for Future Supply Chain
The Mumbai Bench of the National Company Law Tribunal (NCLT) has approved Reliance Retail Ventures Limited’s (RRVL) ₹171 crore resolution plan for Future Supply Chain Solutions Limited (FSCSL), the logistics arm of the former Future Group. The approval was granted under Section 31(1) of the Insolvency and Bankruptcy Code (IBC), 2016.
A Bench of Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer confirmed that the plan meets all requirements under the IBC and related regulations. The order, issued on October 13, also directed the formation of a monitoring committee to supervise the plan’s implementation.
Background of the Insolvency Case
The Corporate Insolvency Resolution Process (CIRP) against FSCSL began on January 5, 2023, after DHL Ecommerce (India) Pvt. Ltd. filed a petition under Section 9 of the IBC. Rajan Rawat was appointed as the Interim Resolution Professional (IRP) and later confirmed as the Resolution Professional (RP).
The Committee of Creditors (CoC) — which included Azim Premji Trust, IDFC First Bank, JC Flowers ARC, State Bank of India, Goraj Automation Pvt. Ltd., and Siemens Factoring Pvt. Ltd. — approved Reliance Retail’s resolution plan in its 37th meeting held on March 4, 2025, with 91.76% votes in favour.
Financial Details of the Plan
The fair value and liquidation value of FSCSL were estimated at ₹170.69 crore and ₹133.35 crore respectively. Reliance Retail’s plan offered ₹171.38 crore — 100.41% of the fair value and 128.52% of the liquidation value.
According to the RP’s report, total recoveries under the plan stood at 19.15% of the total admitted claims. The distribution was as follows:
- Financial creditors: ₹146.2 crore (28.8% recovery)
- Operational creditors (including statutory dues): ₹5.82 crore
- Employees and workmen: ₹1.6 crore
- Secured operational creditor (Maharashtra Airport Development Company): ₹4 crore
The CIRP cost of ₹8.91 crore will be settled on the effective date from existing cash reserves.
NCLT’s Directions
The Tribunal examined issues related to employee benefits, conditional clauses, and the definition of the effective date. Reliance Retail subsequently removed conditional clauses, making the plan “unconditional and absolute.”
The Bench clarified that all payments — including CIRP costs, dues to creditors, and payments to dissenting creditors — must be made on the effective date.
The order stated:
“CIRP costs shall be paid on the effective date. The upfront payment to secured financial creditors and all payments to operational and dissenting creditors shall also be made on the effective date.”
Protection Under Section 32A
While approving the plan, the NCLT granted Reliance Retail protection under Section 32A of the IBC, which shields the resolution applicant from liability for offences committed by the corporate debtor before insolvency. However, the Tribunal declined to grant automatic exemptions from statutory payments or regulatory approvals. It noted that Reliance Retail must apply to competent authorities as required by law.
The Bench further referred to the Supreme Court ruling in Ghanshyam Mishra and Sons Pvt. Ltd. v. Edelweiss ARC, reaffirming that all claims not included in the approved resolution plan shall stand extinguished.
Next Steps
A monitoring committee comprising the RP, two nominees from the financial creditors, and two nominees from Reliance Retail will supervise the plan’s implementation. The moratorium under Section 14 of the IBC has now been lifted, and the RP has been directed to submit all records to the Insolvency and Bankruptcy Board of India (IBBI).
Advocate Nausher Kohli, along with Advocates Dhananjay Sud, Jyoti Dubey, and RP Rajan Rawat, appeared for the Resolution Professional. Advocates Madhav Kanoria, Surbhi Pareek, Jayesh Karnawat, and Karthika Sanjay represented Reliance Retail Ventures Limited.
