The competition commission of India (CCI) has approved an internal reorganisation of Bennett Coleman & Company Ltd (BCCL), one of the country's largest media conglomerates and publishers of the Times of India group of publications, paving the way for the demerger of certain businesses into a newly incorporated entity, Times Horizon Pvt Ltd (THPL), on a going concern basis.
In an unusual regulatory disclosure, CCI says the proposed combination involves the transfer of certain entities, undertakings, assets and liabilities, collectively referred to as the EIBME business, from BCCL to THPL. The restructuring will be executed as a going concern, alongside other interconnected steps forming part of the overall internal realignment.
THPL, the filing noted, is a newly incorporated company and currently has no operational business activities.
BCCL, the flagship company of the Times group, has a diversified presence across media and allied sectors. Its portfolio spans print and digital publishing of newspapers, journals and books; television broadcasting; digital products and services; real estate classifieds; radio; music and films; brand capital investments; events and conferences; magazines; lifestyle and entertainment; education and ed-tech; fintech; gaming; and advertising.
The approval from CCI effectively clears the way for the internal segregation of specified verticals into THPL, though the regulator’s release did not detail the commercial rationale behind the restructuring.
The phrase 'going concern basis' indicates that the transferred businesses will continue operating without interruption, with assets and liabilities moving intact to the new entity.
The approval comes against the backdrop of a complex and, at times, contentious restructuring within the Jain family, which controls the Times group and its digital arm, Times Internet.
Media reports in recent years have pointed to differences between brothers Samir Jain and Vineet Jain over the strategic direction and governance of the group.
In March 2022,
The Morning Context reported that tensions within the family stemmed from disagreements on operational control and decision-making authority within BCCL. The report described divergent views between the two brothers on how the business should be managed and who should have the final say on key corporate decisions.
While the CCI’s order does not reference these developments, the timing of the regulatory approval is significant given the ongoing internal restructuring of the media conglomerate.
Combinations involving internal reorganisations within large conglomerates require prior approval from the competition regulator if they meet prescribed asset or turnover thresholds. Although such transactions typically do not alter market competition in a direct sense, they are subject to scrutiny under India’s merger control regime to ensure that there is no appreciable adverse effect on competition.
In this case, CCI’s clearance suggests that the proposed demerger and related steps do not raise competition concerns under the Competition Act.
The regulator’s approval provides legal certainty for the restructuring exercise and allows BCCL to proceed with carving out specified businesses into THPL as part of its broader corporate realignment.
Given BCCL’s extensive footprint across traditional and digital media, advertising, fin-tech and emerging technology platforms, the segregation of certain undertakings into a separate vehicle could enable more focused management, ring-fencing of assets, or clearer ownership demarcation within the promoter family.
However, neither BCCL nor the Jain family has publicly detailed the strategic objectives behind the reorganisation cleared by the CCI.
