NCLT Delhi Sanctions Merger Of Sesa Care With Dabur India

The New Delhi bench of the National Company Law Tribunal (NCLT) has sanctioned the amalgamation of Sesa Care Private Limited with Dabur India Limited, approving the merger of the ayurvedic personal care company with the listed FMCG major.

The order was passed on September 24 by Judicial Member Bachu Venkat Balaram Das and Technical Member Ravindra Chaturvedi.

Sesa Care, incorporated in 2018, manufactures, purchases and sells ayurvedic personal care and wellness products. Dabur is engaged in the consumer care and food products business, with manufacturing operations in India and overseas.

The boards of both companies approved the scheme on May 26, 2025, with April 1, 2026 fixed as the appointed date. The companies said the merger would bring Sesa's premium ayurvedic products into Dabur's portfolio and expand their reach in India and overseas. They also said the combination was expected to enhance growth potential in the hair-oil segment.

The court had earlier directed meetings of Dabur's equity shareholders and unsecured creditors. It dispensed with meetings of Dabur's NCD holders and secured creditors, as well as Sesa Care's equity shareholders, preference shareholders and unsecured creditors. Sesa Care had no secured creditors.

At the May 2 meetings, Dabur's equity shareholders approved the scheme with 99.999% of the value of votes cast. Its 57 unsecured creditors unanimously approved it.

SEBI had raised observations on the scheme, following which the companies furnished an undertaking on compliance. SEBI subsequently informed the court that it had no objections.

The Regional Director had raised observations concerning the share exchange ratio, statutory dues and payment of fees following an increase in Dabur's authorised share capital. The companies responded that all Sesa Care preference shareholders had consented to the scheme and undertook to comply with the applicable requirements.

The Income Tax Department also conveyed its no-objection, subject to Dabur discharging Sesa Care's existing and future tax liabilities. The Official Liquidator reported that Sesa Care's affairs did not appear to have been conducted in a manner prejudicial to its members or public interest.

The companies also undertook to follow the accounting treatment prescribed under applicable Indian Accounting Standards and Indian GAAP. They stated that the scheme would not affect the rights and interests of creditors.

The order records that no investigation or proceeding was pending against Sesa Care, while details of proceedings concerning Dabur were annexed to the petition. The companies had stated that there were no material ongoing adjudication or recovery proceedings, prosecution or enforcement action against Dabur's promoters, directors or key managerial personnel that would adversely affect the scheme or its implementation.

The court observed that there was no impediment to sanctioning the scheme and that it did not appear prejudicial to the interests of the companies' equity shareholders and creditors. It found the scheme “fair and reasonable and beneficial” to the companies and their stakeholders.

The court accordingly sanctioned the scheme. It clarified that the approval would not prevent authorities from taking legal action if any deficiency or violation of law was subsequently found, while pending investigations and proceedings would remain unaffected.