In re News18 Marathi Private Limited (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, considered a joint application under Sections 230 to 232 of the Companies Act, 2013 seeking directions regarding notices and convening or dispensing with meetings in connection with the proposed Scheme of Amalgamation of News18 Marathi Private Limited (Transferor Company) with Network18 Media & Investments Limited (Transferee Company). The Boards of Directors of both companies approved the Scheme on 25.03.2026, with the appointed date fixed as 01.04.2026. The Transferor Company is a wholly owned subsidiary of the Transferee Company.
The applicants submitted that the Transferor Company operates a Marathi news channel, while the Transferee Company carries on media operations, including news broadcasting in multiple languages and digital news platforms. The stated objectives of the Scheme were to consolidate the Marathi news business, streamline the corporate structure, achieve operational synergies, optimise costs, increase revenue realisation, and reduce administrative and regulatory compliances.
Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, no consideration or fresh shares were proposed to be issued under the Scheme. The applicants also submitted that prior approval from SEBI and the Stock Exchanges was not required under Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, although the Scheme and Board resolutions had been filed with the Stock Exchanges for disclosure purposes.
