NCLT Mumbai Approves Merger Of Broadcasting Company SARG Media With Republic Media Network Operator

The National Company Law Tribunal (NCLT) at Mumbai has sanctioned the merger of SARG Media Holding Private Limited with ARG Outlier Media Private Limited, which owns and operates the Republic Media Network, including Republic TV, Republic Bharat and Republic Bangla.

A Bench of Judicial Member Vinay Goel and Technical Member Charanjeet Singh Gulati approved the scheme under Sections 230-232 of the Companies Act, 2013. The Tribunal directed that SARG Media Holding, the transferor company be dissolved without winding up.

The companies submitted that the merger would simplify the group's ownership structure by eliminating the promoter holding company, reduce administrative duplication and multiple compliance requirements, and enable the pooling of financial, managerial and technical resources. They also stated that the merger would not change the control or management of ARG Outlier Media.

The scheme's appointed date is April 1, 2026. Under the revised share exchange ratio, shareholders of SARG Media Holding will receive 0.6419 fully paid up equity shares of ARG Outlier Media, having a face value of ₹10 each, for every equity share held.

They will also receive 0.0870 fully paid up preference shares of ₹10 each for every preference share held.

The Tribunal accepted amendments to the scheme concerning consolidation of authorised share capital and the period for which the scheme would remain valid. It observed that the correction to the share-capital clause was inadvertent and did not prejudice creditors or other stakeholders.

The Regional Director had raised no further objections, while the Official Liquidator reported no adverse observations regarding the transferor company's affairs.

The NCLT directed the companies to file the certified order and revised scheme with the Registrar of Companies in Form INC 28 within 30 days of receiving the certified copy. They must also submit the order and scheme to the stamp authorities for adjudication of stamp duty if any, within 60 days.

The Tribunal also clarified that Income Tax Department will be at liberty to examine the aspect of any tax payable by the Petitioner Companies. It shall also be open to the Income Tax Authorities to take necessary action as permissible under the Income Tax Act.

For Petitioner companies: Sr. Counsel, Mr. Gaurav Joshi a/w Advocates Kunal Mehra, Neha Naik, Madhavi Doshi and Khushi Bagaria i/b Phoenix Legal

For Regional Director: Altap Shaiukh, ICLS, Asst. Director