Authority: National Company Law Tribunal, Mumbai Bench-IV (Court-IV)

Order Date: 17 June 2026

Case Overview

This order pertains to a joint application (CA(CAA)-95/MB/2026) filed under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a Scheme of Amalgamation. The scheme involves the merger of News18 Marathi Private Limited (Transferor Company) with its parent company, Network18 Media & Investments Limited (Transferee Company). News18 Marathi is a wholly-owned subsidiary of Network18. The Board of Directors of both companies approved the scheme in their respective meetings held on 25 March 2026. The Appointed Date for the scheme is fixed as 01 April 2026.

The principal purpose of the amalgamation is the consolidation of the Marathi news channel operations of News18 Marathi with Network18. The stated rationale includes achieving operational synergies, cost optimization, increased revenue realization, and a reduction in administrative responsibilities and regulatory compliances.

The Tribunal considered detailed submissions from the applicants' Senior Counsel regarding the dispensation of meetings for shareholders and creditors. Key financial details presented included the share capital of News18 Marathi as of 25 March 2026: an Authorised Share Capital of ₹72.50 crore and an Issued, Subscribed, and Paid-up Share Capital of ₹64.855 crore, consisting of equity and various series of preference shares. As the merger is of a wholly-owned subsidiary into its parent, no consideration will be issued by Network18.

The legal counsel argued that prior approval from SEBI and stock exchanges was not required under Regulation 37(6) of the SEBI LODR Regulations, as confirmed by SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93. Network18's shares are listed on BSE and NSE. The counsel relied on several legal precedents, including Mahaamba Investments Ltd. v. IDI Ltd. and an NCLAT order in Ambuja Cements Ltd., to support the argument that meetings for Network18's shareholders and creditors could be dispensed with since the scheme did not involve a reorganization of its capital or affect their rights, especially given Network18's positive net worth.

Final Outcome

The NCLT Bench allowed the application and issued the following directions:

1. Meetings Dispensed With:

  • Meetings of the 7 equity shareholders and 1 preference shareholder of News18 Marathi were dispensed with as 100% had given consent.
  • Meeting of the unsecured creditors of News18 Marathi (46 creditors, value ₹1.72 crore as of 28 Feb 2026) was dispensed with as creditors representing 93.77% in value had consented.
  • Meetings for preference shareholders and secured creditors of both companies were not ordered as none exist.
  • A meeting of the equity shareholders of Network18 (5,47,579 shareholders) was dispensed with based on legal precedent, as no shares are being issued and their rights are unaffected.
  • A meeting of the unsecured creditors of Network18 was not ordered, as the scheme involves no compromise with them and their rights are unaffected.

2. Notices Ordered:

  • News18 Marathi must issue notices to its remaining unsecured creditors (6.23% in value) to submit any representations to the Tribunal.
  • Network18 must issue notices to all its equity shareholders to submit any representations to the Tribunal, noting that the Transferor Company's liabilities exceeded its assets as of 31 March 2025.
  • If no representations are made, it will be presumed there is no objection.

3. Regulatory Notices: The applicant companies were directed to serve notices along with the scheme copy to the Central Government (via Regional Director, Western Region), the Registrar of Companies, jurisdictional Income Tax Authorities (providing PAN), the Principal CCIT Mumbai, concerned GST Authorities, the Official Liquidator (for the Transferor Company), and any other relevant sectoral regulator. These notices must state that a lack of response within 30 days will be presumed as no objection.

4. Additional Compliance: The companies were directed to file details of corporate/performance guarantees, material pending litigations, and details of Letters of Credit and margin money. The scheme notice must be hosted on the companies' websites. An Affidavit of Service and Compliance Report must be filed within 10 working days of serving all notices.

The application was allowed with these conditions, moving the scheme towards its next stages of regulatory review and final approval.

  • Topics: Corporate Restructuring, Merger Approval, Regulatory Compliance