NCLT Jaipur Sanctions Demerger of Vishal Personal Care into Bajaj Consumer Care

April 9, 2026 : The National Company Law Tribunal (NCLT), Jaipur Bench, has approved a scheme of arrangement for the demerger of Vishal Personal Care Limited into Bajaj Consumer Care Limited under Sections 230 to 232 of the Companies Act, 2013, finding no legal impediment to its sanction.

The order was passed in a joint petition filed by Vishal Personal Care Limited (demerged company) and Bajaj Consumer Care Limited (resulting company). As reflected in the record, both companies have their registered offices in Rajasthan, thereby conferring jurisdiction on the Jaipur Bench.

The Tribunal noted that Vishal Personal Care operates two distinct business segments, including a manufacturing and distribution division dealing in consumer products such as skincare items, and a separate residual business segment. The demerger was proposed to segregate these businesses to enable focused management and operational efficiency. The scheme also envisaged consolidation of the demerged undertaking with the resulting company to achieve integration synergies, improved supervision, and optimal utilisation of resources.

It was further recorded that Vishal Personal Care Limited is a wholly owned subsidiary of Bajaj Consumer Care Limited as on the date of approval of the scheme, and that the Board of Directors of both companies had approved the scheme. The appointed date was fixed as 15 March 2025.

At the first motion stage, the Tribunal had dispensed with meetings of equity shareholders and unsecured creditors and directed issuance of notices to statutory authorities including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. Compliance with these directions and responses to observations raised by the authorities were placed on record.

Upon consideration of approvals from members and creditors, as well as no-objection affidavits from regulatory authorities, the Tribunal observed that there was no impediment to sanctioning the scheme. It held that the scheme was in the interest of shareholders, creditors, and stakeholders and did not contravene any statutory provisions.

The Tribunal clarified that its sanction would not operate as a waiver of stamp duty, taxes, or other statutory dues, and that the companies must comply with all applicable legal requirements.

In terms of the scheme, all assets and liabilities pertaining to the demerged undertaking shall stand transferred to and vested in Bajaj Consumer Care Limited without any further act or deed. Contracts, agreements, and ongoing proceedings relating to the demerged undertaking will continue in favour of or against the resulting company.

Accordingly, the Tribunal sanctioned the scheme with effect from the appointed date of 15 March 2025, making it binding on all shareholders and creditors of the petitioner companies. The petition was allowed.

Case Title: In the matter of Vishal Personal Care Limited and Bajaj Consumer Care Limited
Case No.: CP (CAA) No. 01/230-232/JPR/2026 connected with CA (CAA) No. 08/230-232/JPR/2025
Coram: Smt. Reeta Kohli (Member Judicial) and Smt. Kavita Bhatnagar (Member Technical)