NCLT sanctions amalgamation of Sesa Care Private Limited with the Company
The NCLT, New Delhi Bench pronounced its order on 24.09.2026 sanctioning the Scheme of Amalgamation of Sesa Care Private Limited (Transferor) with Dabur India (Transferee).
By ScoutQuest · · 2 min read
- NCLT Order Date
- 24.09.2026
- Shareholder Approval
- 99.999% of value of votes cast in favour
- Unsecured Creditors Approval
- 57 creditors with ₹9,01,17,79,799 voted unanimously in favour
- Sesa Care Market Position
- 3rd position in ayurvedic hair oil category
- Appointed Date of Scheme
- 01.04.2026
What happened
The National Company Law Tribunal, New Delhi Bench, pronounced its order on 24.09.2026 sanctioning the Scheme of Amalgamation between Sesa Care Private Limited (Transferor Company) and Dabur India Limited (Transferee Company) and their shareholders and creditors, under Sections 230-232 of the Companies Act, 2013. The order was uploaded on the NCLT website on 25.09.2026 and the company has now shared a copy with the exchanges.
Key terms recorded
- Appointed Date proposed in the Scheme: 01.04.2026. The Effective Date is the last date on which all conditions under Clause 29 of the Scheme are satisfied, complied with or waived.
- Boards of both companies approved and adopted the Scheme in meetings held on 26.05.2025.
- Sesa Care is engaged in manufacturing, purchasing and selling ayurvedic personal care and wellness products.
Capital positions noted in the order
- Sesa Care authorised capital: Rs. 20,00,00,00,000/-; issued, subscribed and paid-up capital Rs. 9,66,50,34,130/-, comprising 83,37,80,000 Class A equity shares of Rs. 10 each, 18,00,61,670 Class B equity shares of Rs. 6 each and 2,46,86,411 0.001% cumulative redeemable preference shares of Rs. 10 each.
- Dabur India authorised capital: Rs. 2,07,00,00,000/-; issued, subscribed and paid-up capital Rs. 1,77,36,90,172/- divided into 1,77,36,90,172 equity shares of Re. 1 each. Its equity shares are listed on BSE and NSE, and its NCDs on NSE.
Approvals along the way
- At the equity shareholders' meeting of Dabur held on 02.05.2026, 1,342 shareholders holding 1,63,69,84,816 shares voted in favour, representing 99.999% of the value of votes cast; 31 shareholders holding 11,112 shares voted against (0.001% of value).
- At the unsecured creditors' meeting, 57 creditors with votes valued at ₹9,01,17,79,799 voted in favour, unanimously.
- The draft Scheme was submitted to the stock exchanges under Regulation 37 and Regulation 59A; observation letters were issued on 04.12.2025 and 05.12.2025. SEBI shared a report dated 01.08.2026 with comments; the petitioners shared an undertaking dated 17.08.2026 confirming compliance, and SEBI's counsel later submitted that there were no objections.
- The Regional Director's report dated 15.07.2026 raised observations, to which the petitioners replied on 30.07.2026, including clarification on the share exchange ratio for preference shareholders of the Transferor Company.
Stated rationale
- Dabur is described as a market leader in hair oils, while Sesa holds the 3rd position in the ayurvedic hair oil category, filling what the company calls a whitespace in its hair oil portfolio.
- Expected benefits cited include wider domestic and international reach for Sesa products, pooling of financial, managerial, technical, distribution and marketing resources, better cash and debt management, and cost optimisation.
What investors may watch
The Scheme takes effect from the Effective Date once the conditions in Clause 29 are met and updates are completed. Investors may track subsequent intimations on effectiveness and on the issue of shares under the exchange ratio, which affects Dabur's share capital.
Also from Dabur India
Brokerages Nomura and Goldman Sachs issued positive notes on Dabur after its Q2 update showing sustained double-digit growth
7 Oct 2026
Dabur expects decent Q2 with double digit consolidated revenue growth but margins impacted by inflation
6 Oct 2026
Dabur shares gained after its Q2 business update showed robust revenue growth but margin pressure from inflation
6 Oct 2026
More numbers
- Sesa Care authorised share capitalRs. 20,00,00,00,000/-
- Sesa Care paid-up share capitalRs. 9,66,50,34,130/-
- Sesa Care Class A equity shares83,37,80,000
- Sesa Care Class B equity shares18,00,61,670
- Sesa Care CRPS2,46,86,411
- Dabur authorised share capitalRs. 2,07,00,00,000/-
- Dabur paid-up share capitalRs. 1,77,36,90,172/-
- Dabur equity shares outstanding1,77,36,90,172
- Shares voted in favour at shareholders' meeting1,63,69,84,816
- Percentage of value of votes in favour99.999
- Shares voted against11,112
- Value of unsecured creditors' votes in favour₹9,01,17,79,799
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