Dabur India Receives NCLT Order for Sesa Care Amalgamation Meetings
Dabur India Limited received NCLT order dated March 12, 2026 directing convening of equity shareholder and unsecured creditor meetings for proposed Sesa Care Private Limited amalgamation. The tribunal dispensed with meetings for secured creditors and NCD holders due to 100% consent, while Sesa Care achieved 100% shareholder consent and 98.94% unsecured creditor consent by value. The strategic merger aims to strengthen Dabur's hair care portfolio with Sesa's premium ayurvedic brand, with appointed date of April 1, 2026.
*this image is generated using AI for illustrative purposes only.
Dabur India has received a significant regulatory approval for its proposed amalgamation with Sesa Care Private Limited. The National Company Law Tribunal (NCLT), New Delhi Bench, issued an order dated March 12, 2026, directing the company to convene meetings of its equity shareholders and unsecured creditors to consider the scheme of amalgamation.
NCLT Order Details
The NCLT order, pronounced by Hon'ble Member (Technical) Ms. Reena Sinha Puri and Hon'ble Member (Judicial) Shri Bachu Venkat Balaram Das, provides comprehensive directions for the amalgamation process. The tribunal has appointed Dr. Shashank Saksena as Chairperson and Mr. Pratish Sinha as Scrutinizer for the upcoming meetings.
| Meeting Details: | Specifications |
|---|---|
| Chairperson Fee: | Rs. 1,50,000 |
| Scrutinizer Fee: | Rs. 75,000 |
| Meeting Format: | Video conference with remote e-voting |
| Notice Period: | 30 days in advance |
| Quorum Requirement: | 75% by value |
Stakeholder Consent Status
The NCLT has granted several dispensations based on stakeholder consent levels. For Dabur India, meetings of secured creditors and non-convertible debenture holders have been dispensed with due to 100% consent by value. The company has one secured creditor with exposure of Rs. 283,29,10,271 and three non-convertible debenture holders representing 25,000 NCDs of face value Rs. 1,00,000 each.
| Dabur India Meetings: | Status |
|---|---|
| Equity Shareholders: | Meeting Required (4,87,801 shareholders) |
| Unsecured Creditors: | Meeting Required (2,034 creditors) |
| Secured Creditors: | Dispensed (100% consent) |
| NCD Holders: | Dispensed (100% consent) |
For Sesa Care Private Limited, all meetings have been dispensed with due to overwhelming stakeholder support. The company achieved 100% consent from equity shareholders and cumulative redeemable preference shareholders, while unsecured creditors representing 98.94% by value (Rs. 322,40,19,630.27) provided consent.
Share Exchange Ratio
The valuation report dated May 24, 2025, by Finvox Analytics established the share exchange ratio for the amalgamation:
| Share Exchange Terms: | Ratio |
|---|---|
| Class A Equity Shares: | 10 Dabur shares for every 146,779 Sesa shares |
| Class B Equity Shares: | 10 Dabur shares for every 244,860 Sesa shares |
| CRPS: | 10 Dabur shares for every 433 preference shares |
Strategic Rationale
The amalgamation presents strategic benefits for both companies. Dabur, a market leader in hair oils, will acquire Sesa, which holds the third position in the ayurvedic hair oil category. This combination will strengthen Dabur's presence in the hair care segment and provide access to Sesa's premium ayurvedic product portfolio.
The merger is expected to deliver synergies through:
- Enhanced distribution network and supply chain capabilities
- Pooled financial, managerial, and technical resources
- Optimized costs and streamlined operations
- Better cash and debt management of the combined entity
- Access to international markets through Dabur's established presence
Employee Protection
The scheme includes comprehensive employee protection measures. All Sesa Care employees will be engaged by Dabur without interruption, on terms no less favorable than their current conditions. The company has committed to honoring all existing agreements, settlements, and benefit arrangements, with accumulated balances in provident fund, gratuity, and other statutory benefits being transferred appropriately.
Next Steps
Dabur India will now proceed with convening the required meetings, following NCLT's detailed directions for notice publication, stakeholder communication, and voting procedures. The company must publish advertisements in The Business Standard (English) and The Jansatta (Hindi) with at least 30 clear days' notice before the meetings. The appointed date for the scheme is April 1, 2026, subject to final approval.
Historical Stock Returns for Dabur India
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.27% | -7.05% | -12.71% | -15.84% | -9.29% | -13.36% |
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