Reliance Swallows Manna: How India’s Biggest Conglomerate Quietly Absorbed a Beloved Health Brand — With SAM’s Legal Shield

There is a particular kind of silence that precedes a major corporate transaction — the
kind where lawyers burn the midnight oil, advisors run numbers through the night, and
boardrooms hum with a quiet, purposeful tension. That silence recently broke in India's
fast-moving consumer goods landscape when Reliance Consumer Products Limited
(RCPL) completed the full acquisition of Southern Health Foods Private Limited, the
Hyderabad-based company behind the iconic 'Manna' brand. And at the centre of the
deal's legal architecture stood one of India's most formidable law firms: Shardul 
Amarchand Mangaldas & Co. (SAM).

Shardul Amarchand Mangaldas & Co. (SAM).

The transaction involved Shardul Amarchand Mangaldas & Co. (SAM)advising NHPEA Summer 
Holding B.V. — the investment vehicle associated with Morgan Stanley's private equity arm — 
on its complete exit from the Company. The deal structure was a clean, decisive share sale: 
RCPL purchased 100% of the shareholding in Southern Health Foods, meaning every existing 
investor, including Morgan Stanley, walked away from the table simultaneously. 
This kind of full-exit structure is legally significant because it eliminates the 
complexities of residual shareholding, drag-along provisions, or post-closing 
obligations that partial exits often entail.

The Legal Architecture Behind the Deal

From a legal standpoint, this transaction is a textbook example of a structured private
equity exit under Indian corporate law. The sale of shares — as opposed to a slump sale
or asset purchase — carries distinct legal consequences. Under the Companies Act, 2013,
and applicable Securities laws, a 100% share acquisition triggers comprehensive due
diligence obligations, representations and warranties from the sellers, and often,
indemnity protections for the buyer. It also invites scrutiny under the Competition Act,
2002, though deals falling below the CCI's jurisdictional thresholds — as this one likely
did — proceed without mandatory antitrust filings.

SAM's deal team was led by Partner Nivedita Tiwari, with Senior Associate Tweisha
Mishra and Associate Anushka Ganguli providing crucial transaction support. The tax
dimension — always a labyrinth in cross-border PE exits, particularly involving Dutch
holding entities like NHPEA Summer Holding B.V. — was handled separately by Partner
Rajat Bose and Consultant Neeladri Chakrabarti. This split advisory structure is itself a
legal best practice: segregating M&A counsel from tax counsel ensures sharper expertise 
at every layer of the transaction, especially when Dutch-Indian tax treaty implications,
capital gains structuring, and withholding tax obligations are in play.

A Strategic Bite for Reliance

For RCPL — the fast-moving consumer goods arm of Reliance Industries Limited — the
acquisition is more than a business purchase. It is a deliberate expansion into the
'better-for-you' foods category: a rapidly growing segment that includes health mixes,
breakfast cereals, millets, multigrain products, oats, and nutritious staples. The Manna
brand, built over more than two decades, already commands strong consumer trust in
South India. For Reliance, acquiring that goodwill through a share purchase means
inheriting not just products and machinery, but the brand's contractual relationships,
distribution networks, and intellectual property — assets that would have taken years to
build organically.

Khaitan & Co., another premier Indian law firm, stood on the other side of the
transaction as legal counsel to RCPL — ensuring that the buyer's interests were
protected with equal rigor. Rand Merchant Bank served as financial advisor to the deal,
while PwC guided both Morgan Stanley and the Company through the tax implications
of the exit. The multi-party advisory structure underscores the complexity and high
stakes of even seemingly straightforward share sales when institutional investors and
billion-dollar conglomerates are involved.

What This Signals for India's PE Landscape

This deal is a microcosm of a broader trend: global private equity quietly building,
nurturing, and then elegantly exiting Indian consumer brands — often handing them
over to domestic giants who can scale distribution nationally. Morgan Stanley's
investment in Southern Health Foods, followed by a clean exit to Reliance, follows this
now-familiar playbook. For Indian legal practitioners, such transactions continue to
provide rich terrain: cross-border structuring, PE exit mechanics, FEMA compliance for
foreign entities, and M&A documentation that must anticipate post-closing disputes
before they arise.

Ultimately, this deal is a reminder that behind every handshake in the boardroom, there
is a team of lawyers quietly ensuring that the handshake holds — legally, financially, and
strategically. SAM's role here was not merely transactional. It was the difference
between a clean exit and a messy one. And in the world of high-stakes M&A, that
distinction is everything.