NCLT Delhi approves amalgamation of Sesa Care Private Limited with Dabur India Limited: key conditions and implications

1. Overview of the decision

The National Company Law Tribunal, New Delhi Bench, has sanctioned a Sections 230 to 232 Scheme of Amalgamation whereby Sesa Care Private Limited (Transferor Company) is merged into Dabur India Limited (Transferee Company). The order follows a Second Motion Petition jointly filed by both entities under the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Tribunal concluded that:

  • The Scheme is fair, reasonable and not prejudicial to the interests of shareholders and creditors of either company.
  • All statutory and regulatory authorities— including SEBI, Regional Director, Registrar of Companies, Official Liquidator and Income Tax Department—either expressly conveyed no objection or did not maintain any surviving objection, subject to specified safeguards.
  • The sanction is conditional, with extensive directions on treatment of liabilities (including tax), ongoing proceedings, statutory compliances, and filings post-merger.

Once a certified copy of the order is filed with the Registrar of Companies within 30 days, the Scheme will take effect from the Effective Date, defined in accordance with Clause 29 of the Scheme.

2. Corporate background of the companies

2.1 Sesa Care Private Limited – Transferor Company

  • CIN: U24247DL2018PTC452131
  • Incorporation: 23.08.2018 under the Companies Act, 2013 as a private limited company.
  • Registered office: Shifted from Karnataka to 3rd Floor, Punjabi Bhawan, 10-Rouse Avenue, Minto Road, New Delhi – 110002 pursuant to Regional Director’s order.
  • Business: Manufacturing, purchasing and selling ayurvedic personal care and wellness products for individual and household consumption.

Capital structure as on 31.12.2025:

  • Authorised share capital: Rs. 20,00,00,00,000/-
    • 1,84,50,00,000 Class A equity shares of Rs. 10/- each
    • 20,00,00,000 Class B equity shares of Rs. 6/- each
    • 3,50,00,000 0.001% cumulative redeemable preference shares (CRPS) of Rs. 10/- each
  • Issued, subscribed and paid-up share capital: Rs. 9,66,50,34,130/-
    • 83,37,80,000 Class A equity shares of Rs. 10/- each
    • 18,00,61,670 Class B equity shares of Rs. 6/- each
    • 2,46,86,411 0.001% CRPS of Rs. 10/- each

2.2 Dabur India Limited – Transferee Company

  • CIN: L24230DL1975PLC007908
  • Incorporation: 16.09.1975 under the Companies Act, 1956 as a public limited company.
  • Name changes:
    • Vishal Chemicals (India) Limited → Vidogum and Chemicals Limited (19.09.1981)
    • Vidogum and Chemicals Limited → Dabur India Limited (13.10.1986)
  • Registered office: 8/3 Asaf Ali Road, New Delhi – 110002.
  • Business: Leading FMCG company in consumer care and food products, with extensive manufacturing operations in India and across Middle East, Africa, SAARC and Europe, and an R&D centre in Sahibabad, Uttar Pradesh. Its products are largely distributed through a nationwide distributor network.

Capital structure as on 31.12.2025:

  • Authorised share capital: Rs. 2,07,00,00,000/- divided into 2,07,00,00,000 equity shares of Rs. 1/- each.
  • Issued, subscribed and paid-up share capital: Rs. 1,77,36,90,172/- divided into 1,77,36,90,172 equity shares of Rs. 1/- each.
  • Listing status: Equity shares listed on BSE and NSE; non-convertible debentures (NCDs) listed on NSE.

3. Scheme of Amalgamation – basic framework

3.1 Petition and reliefs sought

In the Second Motion Proceedings, both companies requested the Tribunal to:

  • Sanction the Scheme of Amalgamation between Sesa Care Private Limited and Dabur India Limited.
  • Direct issuance of notices to:
    • Central Government (Regional Director, Northern Region Directorate I)
    • Registrar of Companies, NCT of Delhi – II, Central Delhi
    • Official Liquidator, High Court of Delhi
    • Jurisdictional Income Tax Department & Chief Commissioner of Income Tax, New Delhi
    • Securities and Exchange Board of India (SEBI)
    • BSE Limited
    • National Stock Exchange of India Limited
  • Direct publication of notice of the petition in Business Standard (English, National edition) and Jansatta (Hindi, Delhi edition).
  • Grant such other orders as deemed fit.

3.2 Appointed Date and Effective Date

  • Appointed Date: 01.04.2026 as per the Scheme.
  • Effective Date: The date on which all conditions under Clause 29 of the Scheme are fulfilled, complied with or waived. All references to the Scheme becoming effective are linked to this Effective Date.

3.3 Commercial rationale as placed before the Tribunal

The petitioners explained that amalgamation would, among other things:

  • Allow Dabur, a major player in the hair oil segment, to integrate Sesa—an established ayurvedic hair oil brand with strong recall and the 3rd position in its category—into its portfolio, filling a gap in Dabur’s premium ayurvedic hair oil offerings and extending Sesa’s range to a wider domestic and international customer base.
  • Enhance growth prospects of the combined hair oil business by leveraging Dabur’s strengths in supply chain, distribution, market research, technical capabilities, category knowledge and access to key overseas markets.
  • Generate synergies in finance, management, technical resources, distribution and marketing, promoting operational efficiencies.
  • Improve cash and debt management via unified cash flows, enabling more effective capital deployment for business expansion and consolidation.
  • Optimise costs and streamline day-to-day operations across both entities.

The Board of Directors of both companies approved the Scheme on 26.05.2025.

4. Shareholder and creditor approvals

4.1 First Motion directions

By order dated 12.03.2026 in Company Application No. (CAA)-1/(ND)/2026, the NCLT:

  • Directed convening of meetings of:
    • Equity shareholders of the Transferee Company, and
    • Unsecured creditors of the Transferee Company.
  • Dispensed with meetings of:
    • NCD holders and secured creditors of the Transferee Company, and
    • Equity shareholders, CRPS holders and unsecured creditors of the Transferor Company.
  • Dispensed with meeting of secured creditors of the Transferor Company, as there were none.

4.2 Conduct of meetings

Pursuant to the above order, Dabur India Limited convened meetings via VC/OAVM on 02.05.2026 under the chairmanship of Dr. Shashank Saksena:

  • Equity shareholders meeting at 11:00 A.M.