NCLT Jaipur Approves Demerger Of Vishal Personal Care Into Bajaj Consumer Care

On Thursday, 9 April, the Jaipur Bench of the National Company Law Tribunal (NCLT) approved a scheme of arrangement demerging Vishal Personal Care Limited into Bajaj Consumer Care Limited.

A Bench comprising Judicial Member Reeta Kohli and Technical Member Kavita Bhatnagar allowed the petition filed under Sections 230–232 of the Companies Act, 2013 seeking sanction of the demerger scheme. It held:

“Upon considering the approval accorded by the Members and Creditors of the Petitioner Companies to the proposed Scheme and the affidavits/ no objection filed by the respective regulatory authorities, there appears no impediment in sanctioning the present Scheme.”

Vishal Personal Care, a wholly owned subsidiary of Bajaj Consumer Care, is part of a listed company group. The companies submitted that the scheme would improve management efficiency and enhance overall business operations.

The Tribunal dispensed with meetings of shareholders and creditors at the first motion stage and directed issuance of notices to the Regional Director, Registrar of Companies, Income Tax authorities and the Official Liquidator. It noted that the companies addressed the observations raised by the statutory authorities and that no objections remained for consideration.

The Bench sanctioned the scheme with 15 March 2025 as the appointed date and held that it would bind all shareholders and creditors of the companies. It also clarified that the sanction would not operate as an exemption from payment of stamp duty, taxes, or any other statutory dues.

Accordingly, it allowed the application.

For Petitioners: Advocates Hemant Sethi, Kanak Sharma and Samarth