NCLT Approves Demerger of Bennett, Coleman & Company Limited’s EIBME Business

Mumbai Bench of NCLT Greenlights Composite Scheme of Arrangement; Effective Date Set for April 2026

In a significant corporate restructuring move, the Mumbai Bench-I of the National Company Law Tribunal (NCLT) has approved the Composite Scheme of Arrangement involving the demerger of the EIBME Business Undertaking from Bennett, Coleman & Company Limited (BCCL) into Times Horizon Private Limited (THPL). This judgment, delivered on November 19, 2025, marks a strategic shift aimed at optimizing growth and maximizing stakeholder value within the renowned media conglomerate.

The scheme, passed under Sections 230 and 232 of the Companies Act, 2013, focuses on achieving a more focused management approach, optimizing growth, and maximizing stakeholder value. The effective date for the demerger is set as April 1, 2026, or an earlier occurrence as per the scheme's provisions.

The tribunal has dispensed with the requirement of convening meetings for equity shareholders and unsecured creditors due to written consents received from the respective parties. This move underscores the broad consensus among stakeholders regarding the benefits of the demerger, which aims to bring focused attention and dedicated leadership to the varied business segments within the group.

The scheme involves a reduction and cancellation of the pre-scheme paid-up share capital of the Resulting Company, THPL, ensuring that its share capital mirrors that of the Demerged Company, BCCL, post-effectiveness. BCCL, the flagship company of the group, is engaged in publishing news across various mediums, television broadcasting, digital products, and a diverse range of other businesses. In contrast, THPL is set to carry out the EIBME Business as a wholly-owned subsidiary of BCCL.

The tribunal has directed the applicant companies to serve notices to concerned regulatory authorities, including the Competition Commission of India and the Ministry of Information and Broadcasting, among others. These notices must be served through registered post, speed post, email, or courier, with proof of delivery and acknowledgment required for courier services. A failure to respond within 30 days will be deemed as no objection to the scheme.

The judgment also stipulates the filing requirements for the applicant companies, directing them to submit affidavits detailing corporate guarantees, contingent liabilities, pending IBC cases, litigation, and letters of credit impacting the scheme. An affidavit of service is to be filed within 10 working days after serving notices to the regulatory authorities.

This restructuring move is seen as a strategic step to provide dedicated management and operational strategies for the varied businesses within the BCCL group. By reorganizing into two broad business segments, Publishing and EIBME, the group aims to enhance flexibility, access capital more effectively, and attract business-specific partners and investors.

Bottom Line:

Approval and implementation of Composite Scheme of Arrangement involving demerger of a business undertaking and reduction of share capital under Sections 230 and 232 of the Companies Act, 2013.

Statutory provision(s): Sections 230 and 232 of the Companies Act, 2013

Bennett, Coleman & Company Limited v. Times Horizon Private Limited, (NCLT)(Mumbai Bench-I) : Law Finder Doc Id # 2811126