The Mumbai bench of the National Company Law Tribunal (NCLT) has cleared the merger of Star Television Productions (STPL), a British Virgin Islands–registered company, with Jio Star India. The order is a significant step in simplifying the structure of the Reliance–Disney joint venture, which was formed last year by combining Disney Star and Viacom18.
According to media reports, the Tribunal found the scheme to be fair, reasonable and fully compliant with Indian law. No objections were raised by regulators or creditors, and the unsecured creditors of STPL gave unanimous approval. The appointed date of the merger has been aligned with its effective date, ensuring that the transfer of all assets and liabilities will take effect as soon as the order is filed with the Registrar of Companies in Maharashtra.
The approved scheme also sets out a share-swap arrangement. STPL shareholders will receive 143 equity shares of Jio Star India, each with a face value of Rs 10, for every one share of USD 1 they hold in the offshore company. This means that all rights, obligations and intellectual property currently with STPL will move into Jio Star India. However, the Tribunal has clarified that any offences committed by directors or officers prior to the merger will remain prosecutable under Section 240 of the Companies Act. The Income Tax Department also retains the right to scrutinise the transaction for possible tax avoidance.
The merger follows Reliance Industries’ acquisition of 63.16% in STPL in November 2024 for about Rs 211.6 crore, which made the company its subsidiary. At the same time, Jio Star India was created through the high-profile $8.5 billion merger of Disney Star and Viacom18’s media assets, producing one of the largest entertainment groups in India with more than 100 television channels and streaming platforms such as JioCinema and Disney+ Hotstar.
Industry analysts say the integration of STPL into Jio Star India consolidates ownership of the Star brand and related assets, reducing duplication across group entities. They believe the simplified structure will give Jio Star India greater flexibility in content creation, licensing and distribution, while strengthening its position against global streaming competitors and traditional broadcasters in India’s fast-changing media market.
