NCLT greenlights Star TV Productions –Jio Star India merger

The National Company Law Tribunal (NCLT), Mumbai Bench-I, has sanctioned the Scheme of Amalgamation of Star Television Productions Limited (incorporated in the British Virgin Islands) with Star India Private Limited (now Jio Star India Private Limited) under Sections 232 read with Section 230 and Section 234 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, clearing a key step in consolidating the BVI entity into the Indian company.

The matter was heard by a Bench comprising Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey. Appearing for the petitioners were Ahmed Chunawala, Himanshoo Tembe and Meghna Somani of Ahmed Chunawala & Co. along with AZB & Partners; Mr. Gaurav Jaiswal, Company Prosecutor, appeared for the Regional Director (Western Region).

The Tribunal recorded that no objector had come before it to oppose the scheme and no statutory authority had controverted the averments, with the unsecured creditors’ meeting convened pursuant to earlier directions, approving the scheme unanimously and an affidavit of compliance filed on December 16, 2024. From the material on record, the Bench held the scheme to be fair and reasonable, not violative of law or contrary to public policy, and therefore deemed it unopposed.

The appointed date under the scheme is the “Effective Date”, and the petitioner company has been directed to file a certified copy of the order together with the scheme with the Registrar of Companies, Maharashtra, electronically in e-Form INC-28 within 30 days from receipt of the certified copy or from the date the scheme becomes effective in terms of its provisions. The order directs all concerned regulatory authorities to act on copies duly certified by the NCLT Registry.

On consideration, the Tribunal noted that Jio Star India Private Limited (the transferee) shall, without further application or deed, issue and allot to the shareholders of the transferor “143 equity shares of the Transferee Company of Rs10 each fully paid-up for every 1 equity share of the Transferor Company of USD 1 each fully paid-up.”

The scheme rationale placed before the court includes simplification of the corporate structure, optimisation of capital structure and costs, and smoother business operations by consolidating the BVI vehicle into the Indian entity. The petitioner produced the constitutional documents of both companies, audited financials for FY24 and unaudited financials as of September 30, 2024, board approvals dated September 24, 2024, a statutory auditors’ certificate on accounting treatment, and a fair share-swap ratio report by BDO Valuation Advisory LLP.

The Tribunal took on record the petitioner’s undertakings, including that a declaration under Regulation 9(2) of the Cross-Border Merger Regulations has been filed; that no foreign government approval or NOC is required in the BVI though certain filings detailed in Clause 15.1.4 of the scheme will be made; that the interests of creditors are protected and the petitioner is not being dissolved; that accounting treatment will comply with Indian Accounting Standards and applicable law; that directions of the Income-tax Department and the GST Department, if any, will be complied with; that the scheme aligns with the relevant MCA circular; that prior approval from the RBI is not required; and that Form BEN-2 requirements were not applicable.

The order reiterates that all liabilities accruing in the transferor company shall stand transferred to the transferee upon the scheme taking effect, while liabilities in respect of offences committed by officers in default prior to the merger continue in terms of Section 240 of the Companies Act, 2013. It further records that the Income-tax Department is at liberty to examine the tax consequences of the arrangement and to take action if it results in tax avoidance under the Income-tax law.

Finding that all requisite statutory compliances have been fulfilled, the Tribunal made absolute Company Petition CP (CAA) 87/MB/2025, subject to corresponding approvals, if any, required for the transferor company.

The scheme is sanctioned with the appointed date designated as the effective date, and the petition is allowed and disposed of with liberty reserved to seek further directions if necessary. Upon the scheme taking effect, Star Television Productions Limited will be dissolved without winding up, and the file will be consigned to records.