NCLT New Delhi Orders Shareholder And Creditor Meetings On Dabur–Sesa Amalgamation Scheme

The New Delhi Bench of the National Company Law Tribunal (NCLT) on 12 March, ordered meetings of the equity shareholders and unsecured creditors of Dabur India Limited to consider a Scheme of Amalgamation between Sesa Care Private Limited and Dabur India Limited under Sections 230 and 232 of the Companies Act, 2013.

A Bench comprising Judicial Member Bachu Venkat Balaram Das and Technical Member Renna Sinha Puri held:

“In view of the aforementioned we direct the following:

a. The meeting of the equity shareholders of the Transferee Company is directed to be convened.

b. The meeting of the unsecured creditors of the Transferee Company is directed to be convened….”

Sesa Care Private Limited, incorporated in 2018, is a leading brand in the ayurvedic hair oil category. Dabur India, a market leader in the hair oil category was incorporated in 1975.

According to the scheme, the amalgamation has been proposed to strengthen Dabur's portfolio by integrating Sesa's premium ayurvedic products and enhancing its market presence domestically and internationally. The rationale states that the combination would enhance the growth potential of the merged entity in the hair oil segment and deliver long-term value to stakeholders.

The scheme also emphasises expected synergies in supply chain, marketing, financial management and operational efficiency. It states that the amalgamation would streamline the day-to-day operations of the businesses of both companies. The appointed date of the scheme is 1 April 2026.

The Boards of Directors of both companies approved and adopted the Scheme of Amalgamation on 26 May 2025. Upon approval of the scheme by the Tribunal, Dabur India will issue its equity shares in lieu of the equity shares and the remaining 49% cumulative redeemable preference shares (CRPS) of the Transferor Company to its existing shareholders.

It was also submitted that Sesa Care Private Limited has no secured creditors and 115 unsecured creditors, of whom creditors representing 98.94% in value have furnished their written consents to the proposed scheme. Further, all the equity shareholders and cumulative redeemable preference shareholders of the Transferor Company, representing 100% in value, have also furnished their written consents.

Dabur India submitted that it has one secured creditor and three non-convertible debenture holders, all representing 100% in value, who have furnished their written consents through the Debenture Trustee. It was further submitted that a meeting of 4,87,801 equity shareholders of the Dabur India is required to be convened.

Considering the circumstances, the Tribunal directed that meetings of the equity shareholders and unsecured creditors of Dabur India be convened to consider the scheme.

The Bench directed that the meetings be conducted through video conferencing. It also prescribed procedural safeguards, including quorum requirements of 75% in value, appointment of a chairperson and scrutinizer, advance circulation of notices along with explanatory statements on the impact of the scheme, and publication of notices in national newspapers.

For the Applicant: Advocates Rajeev Kumar and Anukanksha Singh