The National Company Law Tribunal (NCLT), New Delhi Bench, passed an order on March 12, 2026, approving the proposed Scheme of Amalgamation between Sesa Care Private Limited (Transferor Company) and Dabur India Limited (Transferee Company). The order directs the convening of meetings for Dabur’s equity shareholders and unsecured creditors to consider the Scheme. Consent for the amalgamation was high across most classes, with 100% value consent from secured creditors and debenture holders of Dabur.
NCLT Order Received for Amalgamation Scheme
Dabur India Limited has announced the receipt of the order dated March 12, 2026, issued by the Hon’ble National Company Law Tribunal (NCLT), New Delhi Bench. This order relates to the proposed Scheme of Amalgamation involving Sesa Care Private Limited (Transferor Company) and Dabur India Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013.
The NCLT order directs Dabur India Limited to convene meetings of its equity shareholders and unsecured creditors to consider and approve the arrangement embodied in the Scheme. The meetings are to be held via video conferencing with remote e-voting facilities, compliant with relevant MCA circulars.
Key Details of the Proposed Scheme
The amalgamation presents a strategic opportunity for Dabur to integrate Sesa, a leading brand in the ayurvedic hair oil category, into its portfolio, strengthening its presence in the premium hair care segment and providing synergies across financial, managerial, and distribution resources. The Appointed Date for the Scheme is set as 01.04.2026.
Share Exchange Ratio
Based on the Valuation Report dated 24.05.2025, the specified share exchange ratio is:
- Class A Equity Shares of Sesa: 10 equity shares of Dabur for every 146,779 Class A shares.
- Class B Equity Shares of Sesa: 10 equity shares of Dabur for every 244,860 Class B shares.
- CRPS of Sesa: 10 equity shares of Dabur for every 433 Cumulative Redeemable Preference Shares.
Dispensation of Creditor Meetings for Transferor Company (Sesa Care)
The application sought, and the Tribunal addressed, dispensation for several meetings related to the Transferor Company (Sesa Care Private Limited):
- Consent was secured from 100% in value of equity and preference shareholders.
- For unsecured creditors, 98.94% in value provided written consent, exceeding the 90% threshold under Section 230(9), leading to the dispensation of their meeting requirement.
- The Transferor Company has NIL secured creditors, thus dispensing with that meeting.
Meetings Required for Transferee Company (Dabur India)
For Dabur India Limited (Transferee Company), the following meetings must be convened:
- Meeting of 4,87,801 Equity Shareholders. The quorum requires not less than 75% of shareholders in value.
- Meeting of 2,034 Unsecured Creditors. The quorum requires not less than 75% of unsecured creditors in value.
Meetings for the Transferee Company’s single secured creditor and its three NCD holders were dispensed with, as they provided 100% in value consent.
Procedural Appointments and Reporting
The NCLT appointed the following personnel for the meetings:
| Role | Appointee |
|---|---|
| Chairperson | Dr. Shashank Saksena (Fee: Rs 1,50,000) |
| Scrutinizer | Mr. Pratish Sinha, Advocate (Fee: Rs 75,000) |
The Chairperson is tasked with submitting the report on the results of the meeting to the Tribunal in Form No. CAA-4 within seven days of conclusion. The Transferee Company must also issue notices at least 30 clear days in advance via registered post or email, along with the Scheme details and explanatory statements.
Source: BSE
