Pranav B Prem

The National Company Law Tribunal (NCLT), Mumbai Bench, has approved the composite scheme of arrangement proposed by Bennett, Coleman & Company Limited (BCCL), widely known as the Times Group, to demerge its non-publishing businesses into its wholly owned subsidiary, Times Horizon Pvt. Ltd. (THPL). The order was delivered by Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar, who sanctioned the scheme under Sections 230–232 of the Companies Act, 2013.

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BCCL submitted that its operations are divided into two major verticals: the core Publishing Business and a diversified non-publishing business cluster referred to in the scheme as the EIBME Business. While the acronym is not defined in the order, the detailed filings list an extensive range of non-publishing activities, including television broadcasting, digital products and services, internet businesses, radio entertainment, music and films, out-of-home advertising, real-estate classifieds, education and edtech, fintech operations, sports and gaming ventures, branded capital initiatives, events and conferences, advertising, magazines and investments across asset classes. THPL was specifically incorporated to house this non-publishing vertical.

The Board of Directors of both BCCL and THPL approved the composite scheme on 22 September 2025, with 1 April 2026 or the effective date, whichever occurs earlier, designated as the appointed date. The scheme provides for the transfer of the EIBME undertaking to THPL on a going-concern basis. It also provides for cancellation of the existing share capital of THPL, such that after the scheme takes effect, “the share capital of the Resulting Company will mirror the share capital of the Demerged Company.”

BCCL submitted that the Publishing and EIBME segments operate under fundamentally different commercial, financial, regulatory and operational frameworks. According to the company, “there is value in each of the business verticals and the same may be optimised with dedicated management and support,” making a demerger necessary for sharper business focus and more efficient organisational structuring.

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The Tribunal noted that all equity shareholders of BCCL and THPL had provided written consents, and more than 90% of BCCL’s unsecured creditors had also consented, allowing the Bench to dispense with convening their meetings. Finding no objection to the proposed arrangement at this stage, the Tribunal directed issuance of statutory notices to the Regional Director, Registrar of Companies, Income Tax Department, GST Authorities, Competition Commission of India, and the Ministry of Information and Broadcasting.

BCCL was directed to furnish complete details of all guarantees issued, contingent liabilities, pending IBC matters, ongoing litigation, and letters of credit. The applicants must also file an affidavit of service within ten working days, confirming compliance with the Tribunal’s directions.

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With these directions, the NCLT Mumbai sanctioned the composite scheme of arrangement and allowed the demerger of the Times Group’s non-publishing businesses into Times Horizon Pvt. Ltd. The order enables the restructuring process to move forward, subject to compliance with all statutory notifications and procedural requirements.

Appearance

For Applicants: Advocate Mehul Shah along with Advocates Peshwan Jehangir, Rushabh Gala, Roselin Alex, Palak Vashisth and Kashvi Shetty instructed by Khaitan & Co

Cause Title: Bennett, Coleman & Company Limited and Anr

Case No: CA (CAA) NO. 249/MB/2025

Coram: Judicial Member Sushil Mahadeorao Kochey, Technical Member Prabhat Kumar