NCLT Delhi Directs Shareholder, Creditor Meetings For Cyber Media (India)-Cyber Media Research Merger

The Delhi Bench of the National Company Law Tribunal (NCLT) has directed Cyber Media Research & Services Limited and Cyber Media (India) Limited to convene meetings of their equity shareholders and unsecured creditors to consider a proposed merger by absorption.

Under the proposed scheme, Cyber Media (India) Limited, the transferee company, will absorb Cyber Media Research & Services Limited, the transferor company

The bench of Judicial Member Jyotsna Sharma and Technical Member Reena Sinha Puri dispensed with meetings of secured creditors of both companies after considering the consent affidavits submitted by them.

Cyber Media Research & Services operates in ad-tech and data analytics, while Cyber Media (India) has a presence in India's technology media sector spanning over four decades. The latter is listed on the NSE and BSE and holds 38.17% of the equity shares of its subsidiary.

The scheme sets April 1, 2026, as the appointed date.

The companies submitted that the merger would combine the transferee company's established brands and customer relationships with the transferor company's marketing and technology capabilities. The merged entity would focus on marketing and technology solutions, print and digital publications, industry research and consulting, and event management.

The companies also expect the consolidation to reduce duplication across human resources, finance, administration, accounts and legal functions, besides lowering compliance costs. They said the merger would strengthen decision-making, improve operational efficiency and provide better liquidity to shareholders of the transferor company.

Both companies' boards approved the proposed scheme on January 24, 2026.

As of June 30, 2026, Cyber Media Research & Services had 434 equity shareholders, two secured creditors and 133 unsecured creditors. Cyber Media (India) had 11,880 equity shareholders, two secured creditors and 118 unsecured creditors.

Neither company's equity shareholders nor unsecured creditors had submitted consent affidavits for the merger. Both companies therefore sought directions to convene meetings of these stakeholders.

One of the transferor company's two secured creditors submitted a consent affidavit representing 98.57% of the total outstanding amount owed to secured creditors. Both secured creditors of the transferee company submitted consent affidavits representing 100% of the outstanding amount.

The tribunal accordingly dispensed with meetings of secured creditors and directed both companies to hold meetings of their equity shareholders and unsecured creditors through video conferencing, with remote e-voting facilities.

The tribunal appointed Rahul Bhatnagar, IAS (Retd), as Chairperson and Sameer Ali as Scrutinizer to conduct the meetings.

The companies must complete the prescribed procedures before moving an appropriate application before the tribunal for the next stage of the merger process.