NCLT Mumbai Approves Times Group's Plan To Demerge Non-Publishing Businesses Into New Company

The National Company Law Tribunal (NCLT) at Mumbai on Wednesday approved Bennett, Coleman & Company Ltd's (BCCL) also knows as Times Group's proposal to demerge its non-publishing businesses into its wholly owned subsidiary, Times Horizon Pvt. Ltd. (THPL).

The order was passed by coram comprising of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar which sanctioned the composite scheme of arrangement under Sections 230–232 of the Companies Act.

The tribunal noted that the scheme provides for the transfer of the business undertaking to THPL on a going-concern basis and the cancellation of THPL's existing share capital so that “after effectiveness of the demerger the share capital of the Resulting Company will mirror the share capital of the Demerged Company.”

According to the filings, BCCL and its subsidiaries operate in two segments, the Publishing Business and a non-publishing segment referred to as the EIBME Business.

While the order does not define the acronym, the non-publishing operations listed in the application include television broadcasting, digital products and services, internet businesses, radio entertainment, music and films, out-of-home advertising, real-estate classifieds, education and edtech, fintech, sports, gaming, brand-capital operations, events and conferences, advertising, magazines and investments across asset classes. THPL was incorporated for this purpose.

The boards of both companies approved the plan on September 22, 2025, with April 1, 2026, or the effective date, whichever is earlier, set as the appointed date.

The tribunal recorded the applicants' submissions that the two segments have distinct capital, operational, risk and compliance requirements, and that “there is value in each of the business verticals and the same may be optimised with dedicated management and support.”

All equity shareholders of both companies and more than 90% of BCCL's unsecured creditors consented to the scheme, allowing the tribunal to dispense with their meetings.

It directed the companies to serve notices on statutory authorities including the Regional Director, Registrar of Companies, Income Tax and GST Authorities, the Competition Commission of India and the Ministry of Information and Broadcasting.

The companies must also furnish details of guarantees, contingent liabilities, pending IBC proceedings, material litigation and letters of credit, and file an affidavit of service within ten working days.

Case Title: Bennett, Coleman & Company Limited and Anr

Case Number: CA (CAA) NO. 249/MB/2025

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

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