National Company Law Tribunal

National Company Law Tribunal, Mumbai: In the matter of Sections 230 to Section 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 where the applicant companies proposed a Composite Scheme of Arrangement for merger among Viacom18, Digital18 and Star India, a division bench comprising of Anu Jagmohan Singh (Technical Member) and Kishore Vemulapalli, J., (Judicial Member) approved the merger scheme and directed comprehensive steps to ensure compliance with statutory requirements for the proposed Composite Scheme of Arrangement, convening of meetings and issued detailed procedural instructions for the approval process.

In the instant matter, the applicant companies proposed a Composite Scheme of Arrangement (“Scheme”) among Viacom18 Media Private Limited (“Viacom18) and its shareholders and creditors, Digital18 Media Limited (“Digital18”) and its shareholders and creditors and Star India Private Limited (“Star India”) and its shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The proposed scheme involves, (1) transfer of Media Operations Undertaking from Viacom18 to Digital18, (2) transfer of Jio Cinema Undertaking from Viacom18 to Digital18 and (3) demerger, transfer and vesting of V18 Undertaking from Digital18 into Star India. The Boards of Viacom18 and Star India approved the Scheme on 28-02-2024, and March 27-03-2024, respectively and the Board of Digital18 approved the same on March 27-03-2024.

The Viacom18 was incorporated on 19-12-1995 and engaged in broadcasting, advertising, OTT streaming (Jio Cinema), licensing, live events, and motion picture production, the Digital18 was incorporated on 30-01-2020 and is a wholly owned subsidiary of Viacom18 and the Star India was incorporated on 08-02-1994 and engaged in television broadcasting and motion picture production and distribution. The consideration for the Scheme is that the Digital18 will issue equity shares to Viacom18 for the transfer of Media Operations and Jio Cinema Undertakings, and Star India will issue equity shares to Digital18 shareholders and Reliance Industries Limited (RIL) as per the specified ratio.

The NCLT noted that all equity and preference shareholders of Viacom18, Digital18, and Star India provided their consent via affidavits. The NCLT admitted the merger scheme involving Reliance Industries’ Viacom18, its subsidiary Digital18, and Walt Disney’s Star India. The NCLT directed the convening of meetings for secured creditors of Viacom18 and unsecured creditors of Viacom18 and Star India on 12-06-2024. The NCLT appointed Justice (Retd.) Shri Suresh Chandrakant Gupte as Chairperson and Mr. B. Narsimhan as Scrutinizer.

The NCLT directed that the notices are to be served to various regulatory authorities, including Central Government, Income Tax Authorities, GST Authorities, Ministry of Corporate Affairs, Competition Commission of India, and the Official Liquidator and creditors under the provisions of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The NCLT directed the Applicant Companies to submit (1) details of Corporate Guarantee, Performance Guarantee and Other Contingent Liabilities, if any, (2) list of pending IBC cases, if any, along with all other litigation pending against the applicant companies having material impact on the proposed Scheme and (3) details of all Letters of Credit sanctioned and utilized as well as Margin Money details; if any. The NCLT further directed the applicant companies to file an affidavit of service within 10 working days after serving to notice to all the regulatory authorities as stated above and report the results within seven days post-meetings.

[Scheme of arrangement among Viacom18 Media (P) Ltd., Digital18 Media Ltd. and Star India (P) Ltd., 2024 SCC OnLine NCLT 2720, order dated 07-05-2024]

Advocates who appeared in this case :

Mr. Gaurav Joshi, Sr. Counsel with Mr. Mehul Shah, Mr. Aman Yagnik, Mr. Haabil Vahanvaty, Mr. Rushabh Gala and Mr. Harsh Salgia from M/s. Khaitan & Co, Counsel for the Applicant Companies

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