Bombay Rayon Fashions Ltd is a textile maker that once dressed global brands - roughly 60% of its revenue came from exporting garments to names like US Polo, GAP, and Marks & Spencer - but a cascade of debt and lender action has shrunk it to a shadow of its former self. Incorporated in 1992, the company built a vertically integrated operation spanning yarn, fabric, and finished garments, only to see its main factory seized by lenders in 2019, its fabric business sold off in 2020, and the remaining shell admitted to insolvency in 2022 and ordered into liquidation in 2023. The recurring pattern is one of assets being carved out or taken away by creditors, leaving behind a company whose going-concern remains were put up for auction in August 2024. # Business segments A single textile manufacturing engine, stripped of its fabric business and operating at a fraction of its former scale, now in liquidation and sold as a going concern. ## 1. Garment and fabric manufacturing: a hollowed-out textile maker **What remains is a weaving and accessories operation at a single Bangalore factory, after lenders seized one unit and the company sold off its main fabric business.** - **From yarn to garment, once** - the company was vertically integrated, making everything from yarn and fabric to finished garments, with modern facilities built through heavy investment. It supplied global brands and owned its own labels, "Linen Vogue" for linen and "GURU" for ready-made garments (held through an Italian subsidiary). - **Lenders shut the yarn supply** - BRFL ran the factory of its 75% subsidiary STI India on a job-work basis to make yarn and knitted fabric for captive use and open-market sale. That unit was forced to close in September 2019 after JMFARC, the company's main lender, took possession of all its assets under the SARFAESI Act. - **The fabric business was demerged** - in December 2020, the company transferred its Tarapur manufacturing facilities to a new subsidiary, BRFL Textiles Private Limited, via a slump sale for Rs. 630 crores, effectively demerging the major business of finished-fabric manufacturing. The buyer entity then received fresh equity from private investors and was expected to focus on high-margin branded business. - **One factory left, then idled** - post-transfer, the company's manufacturing unit at Dodaballapur, Bangalore, on leasehold land of about 61,000 square metres suspended operations for months during the second COVID wave and was non-operational or only partially operational into mid-2021. - **Now weaving and accessories only** - as of its last annual filing, the company was doing the business of weaving fabrics and manufacturing garment accessories, with the finished-fabric business gone. Employee strength collapsed from over 2,000 in March 2021 to 591 a year later. # Group structure and partners **A web of subsidiaries across four countries, most of them dormant or suspended, with the main lender holding security over nearly everything.** - **The holding chain for brands** - Bombay Rayon Holdings Limited, a wholly owned subsidiary, holds the Italian entities that own and license the "GURU" brand; retail operations there are closed and the companies are in re-arrangement or suspended. - **The carved-out fabric unit** - BRFL Textiles Private Limited, originally a 70% subsidiary, received the Tarapur factory; after a lender invoked a pledge on 33.99% of BRFL's shares in it, BRFL's holding fell to 36.01%. JMFARC continues to hold the balance shares as security against BRFL's loan. - **Subsidiaries with no activity** - STI India (75% owned) is not operational at present and its operations are temporarily suspended; DPJ Clothing in the UK has no major activities; and the Bangladesh subsidiary never commenced operations. - **The lender's grip** - roughly 85% of the company's borrowings were with JMFARC, which holds security over a sprawling portfolio: the Bangalore factory, a wind farm, plots across Tarapur, Kolhapur and Nanded, plus residential and office units and pledged promoter shares. Axis Bank holds a first pari-passu charge on current and fixed assets.