NCLT greenlights BCCL’s plan to carve out Times Horizon business

The Mumbai Bench of the National Company Law Tribunal (NCLT) has admitted and cleared the next stage of the composite Scheme of Arrangement between Bennett, Coleman & Company Limited (BCCL) and its wholly owned subsidiary Times Horizon Private Limited (THPL). The order, delivered on November 19, 2025, pertains to the demerger of BCCL’s EIBME Business Undertaking into THPL under Sections 230–232 of the Companies Act, 2013.

The Scheme proposes that the EIBME business, currently housed within BCCL and its group entities, will be carved out and transferred to THPL on a going-concern basis. Post demerger, the entire pre-Scheme share capital of THPL will be reduced and cancelled, and the resulting company’s shareholding structure will mirror BCCL’s. The appointed date for the restructuring is April 1, 2026, or the effective date of the Scheme, whichever is earlier.

According to submissions made by Khaitan & Co., representing the applicant companies, BCCL’s business portfolio spans publishing across print and digital, television broadcasting, radio, digital products, classifieds, entertainment, events, fintech, education, gaming, OOH advertising and investments. These operations are broadly grouped into two segments: the Publishing Business and the EIBME Business.

The companies argued that the diversification and scale of operations require focused leadership, separate risk strategies, and differentiated capital allocation. The board concluded that reorganising the group into two distinct verticals would enable sharper operational synergies, improved flexibility, and better access to capital and strategic partners. The Scheme also provides for a post-demerger infusion of additional shares in THPL to Sanmati Properties Limited, one of the specified shareholders, ensuring that the identified shareholder group will collectively control 50.05 percent voting rights in the resulting entity.

All 11 equity shareholders of BCCL and all 7 shareholders of THPL have filed written consents approving the Scheme, leading the Tribunal to dispense with the need for shareholder meetings. Similarly, more than 90 percent of BCCL’s 3,833 unsecured creditors, representing dues of over Rs 549 crore, have consented, allowing the NCLT to waive the requirement for creditors’ meetings.

The Tribunal has now directed the companies to issue statutory notices to regulatory authorities including the Regional Director (Western Region), Registrar of Companies, the Income Tax Department, the GST department, Competition Commission of India and the Ministry of Information and Broadcasting. Authorities have been given 30 days to submit objections, failing which the Tribunal will assume no opposition to the Scheme.

With these directions, the NCLT has formally allowed the application, enabling the merger process to move to the next stage.