The National Company Law Tribunal (NCLT), Division Bench II, Chennai, has approved the Scheme of amalgamation of Udaya FM Private Limited with Kal Radio Limited. The approval, granted under Sections 230 and 232 of the Companies Act, 2013, was issued on March 21, 2025, and communicated to the Company on April 1, 2025.
The amalgamation was approved to create synergies between the FM radio broadcasting businesses of the two companies. This includes pooling financial, managerial, technical, distribution, and marketing resources, which is expected to reduce costs, improve operational efficiency, and enhance competitiveness. Sun TV Network’s Kal Radio Limited had filed an affidavit of service before the Registry of NCLT on 21.10.2024.
The NCLT order also addresses the transfer of assets and liabilities, ensuring that all properties, rights, and powers of Udaya FM Private Limited will be transferred to Kal Radio Limited.
Under the terms of the approved scheme, Kal Radio Limited, the Transferee Company and a subsidiary of Sun TV Network Limited, will issue equity shares to the shareholders of Udaya FM Private Limited. Specifically, 41,965 fully paid-up equity shares of INR 10 each in Kal Radio Limited will be allotted for every 10,000 equity shares held in Udaya FM Private Limited.
The amalgamation will be accounted for in accordance with Indian Accounting Standard 103 (Business Combinations). Employees of Udaya FM Private Limited will be transferred to Kal Radio Limited without any interruption in service, maintaining their current terms and conditions. Udaya FM Private Limited will be dissolved without winding up as part of the amalgamation.
The tribunal observed that, “After analyzing the Scheme in detail, this Tribunal is of the considered view that the scheme as contemplated amongst the petitioner company seems to be prima facie beneficial to the Company and will not be in any way detrimental to the interest of the shareholders or creditors of the Company. In view of the absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances have been fulfilled, this Tribunal sanctions the Scheme of Amalgamation.”
The certified copy of the NCLT order is awaited and will be delivered to the Registrar of Companies for registration within thirty days of receipt.