Mumbai bench of NCLT admits merger scheme of Viacom18-Star India

The Mumbai Bench of the National Company Law Tribunal (NCLT) has admitted the merger scheme between Reliance Industries’ Viacom18, Digital18 (a wholly-owned subsidiary of Viacom18) and The Walt Disney Company’s Star India.

In its order, NCLT stated, “The said Scheme proposes: (i) transfer and vesting of Media Operations Undertaking from Viacom18 into Digital18, a wholly owned subsidiary of Viacom18; (ii) transfer and vesting of Jio Cinema Undertaking from Viacom18 into Digital18; and (iii) demerger, transfer and vesting of Viacom18 Undertaking from Digital18 into Star India. The Scheme also provides for various other matters consequent and incidental thereto.”

The order further stated, “Viacom18, as part of internal restructuring, proposes to transfer the various businesses conducted by it into its wholly-owned subsidiary, namely Digital18. Viacom18 proposes to be the holding company for the various businesses. This restructuring is with a view to bring operational efficiencies and facilitate future growth and diversification of respective businesses, including facilitation of business segment specific strategic partnerships or investments for businesses like sports, general entertainment, digital content streaming, etc.”

The Scheme is being proposed for (i) Viacom18 to remain the holding company of the media operations of RIL group by transferring the Media Operations Undertaking and Jio Cinema Undertaking to Digital18; and (ii) combining V18 Undertaking with the business of Star India.

As per a regulatory filing by The Walt Disney Company on May 9, the Star India-Reliance Industries merger is expected to be closed by the first half of 2025. The company also added that Star India or Reliance might terminate the merger if the deal was not closed by February 28, 2026.