The National Company Law Tribunal Mumbai recently approved the merger of Viacom18, Digital18 and Star India.
The companies (Viacom18, Digital18 and Star India) had proposed a Composite Scheme of Arrangement for Merger under Sections 230 and 232 of Companies Act 2013. Divison Bench comprising Anu Jagmohan Singh (Technical Member) and Justice Kishore Vemulapalli (Judicial Member) gave their approval to the scheme of the merger.
The Scheme includes: (1) transfer of Media Operations from Viacom18 to Digital18, (2) transfer of Jio Cinema from Viacom18 to Digital18, and (3) demerger and transfer of V18 from Digital18 to Star India. The Boards of Viacom18, Digital18, and Star India approved the Scheme on February 28, 2024, and March 27, 2024.
Viacom18, incorporated in 1995, is involved in broadcasting and OTT streaming, among other activities. Digital18, a wholly-owned subsidiary of Viacom18, was incorporated in 2020. Star India, incorporated in 1994, focuses on television broadcasting and film production. As part of the Scheme, Digital18 will issue shares to Viacom18 for the transferred undertakings, and Star India will issue shares to Digital18 shareholders and Reliance Industries Limited (RIL).
The NCLT noted shareholder consent and admitted the merger scheme. It directed meetings for Viacom18 and Star India's creditors on June 12, 2024, and appointed Justice (Retd.) Suresh Chandrakant Gupte as Chairperson and B. Narsimhan as Scrutiniser. Notices will be served to various regulatory authorities, and the applicant companies must submit details of guarantees, pending cases, and financial liabilities. They must file an affidavit of service within 10 days and report results within seven days post-meetings.
Source: SCC Times
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