NCLT Hyderabad approves amalgamation scheme of wholly owned subsidiary; Mumbai bench petition pending

NCLT Hyderabad Bench has approved the Scheme of Amalgamation of Clean Coats Private Limited with BirlaNu Limited, vide order dated October 6, 2026.

Tue 6 Oct 2026

NCLT Approval Order Date

order dated October 6, 2026

Approving Bench

NCLT Hyderabad Bench

Pending Approval

Scheme Petition shared by the Transferor Company before the NCLT Mumbai Bench is presently pending for approval

The company has shared an exchange intimation dated October 6, 2026 on the status of a merger within its own group.

What the update says

• The Hon'ble National Company Law Tribunal, Hyderabad Bench has approved the Scheme of Amalgamation between Clean Coats Private Limited (Transferor Company) and BirlaNu Limited, formerly HIL Limited (Transferee Company), and their respective shareholders, vide its order dated October 6, 2026.
• The Company Scheme Petition shared by the Transferor Company before the Hon'ble National Company Law Tribunal, Mumbai Bench, in connection with the Scheme is presently pending for approval.
• The Scheme shall come into effect upon update the certified copies of the orders sanctioning the Scheme, issued by the respective jurisdictional National Company Law Tribunals, with the respective Registrar of Companies by the Transferor Company and the Transferee Company.

The two businesses

• Clean Coats Private Limited, the Transferor Company, is engaged in the manufacturing of specialty coatings products including elastomeric PU, tank link coating, epoxy / PU flooring, water proofing systems, construction chemicals and its application / contracting. It is a wholly owned subsidiary of the Transferee Company.
• BirlaNu Limited, the Transferee Company, is engaged in the manufacturing and sale of fiber cement, humid cure roofing sheets, autoclaved aerated concrete blocks (fly ash blocks), fiber cement board and panels, and a wide range of plumbing solutions including CPVC, UPVC, column pipes, SWR and pressure pipes & fittings, and wall care putty. Its equity shares are listed on BSE Limited and the National Stock Exchange of India Limited.

Share capital placed before the tribunal

• BirlaNu Limited, as on 13.02.2026: authorised share capital of 95,00,000 equity shares of INR 10 each and 50,000 preference shares of INR 100 each, totalling 10,00,00,000.
• Its issued, subscribed and paid-up share capital: 75,40,899 equity shares of INR 10 each fully paid up, amounting to 7,54,08,990, plus forfeited shares (amount originally paid-up) of 2,71,401, totalling 7,56,80,391.
• Clean Coats Private Limited, as on 12.02.2026: authorised share capital of 2,00,000 equity shares of INR 100 each, totalling 2,00,00,000.
• Its issued, subscribed and paid-up share capital: 1,67,300 equity shares of INR 100 each fully paid up, amounting to 1,67,30,000.

Rationale recorded in the order

• Combining manufacturing facilities, administrative operations and distribution networks is expected to let the Transferee Company reduce redundancies, enhance productivity and pool resources across manufacturing, procurement and supply chain management, minimising raw material costs and operational expenses through more efficient use of assets.
• A simplified management structure, with the leadership team of the Transferee Company overseeing the unified operations, expected to improve decision-making speed and governance.
• Employees of the Transferor Company get the opportunity to work within a larger organisation.
• Shareholders of the Transferee Company are expected to benefit from the operational synergies arising from the merger.
• Customers are expected to benefit from an expanded product portfolio, improved service delivery and access to a larger network of distribution channels.

Other points on record

• The Board of Directors of the Transferor Company, at its meeting held on 12.02.2025, and of the Transferee Company, at its meeting held on 13.02.2026, approved the Scheme.
• The Transferor Company has shared a separate Company Application with the Hon'ble National Company Law Tribunal, Mumbai Bench, as its registered office is in Maharashtra.

What to keep in mind

• The Hyderabad Bench order allows the petition of the company. The Scheme becomes effective only when certified copies of the orders sanctioning the Scheme, issued by the respective jurisdictional National Company Law Tribunals, are shared with the respective Registrar of Companies by the Transferor Company and the Transferee Company.
• The petition before the Mumbai Bench is presently pending for approval, so the process is at an intermediate stage.
• The merger is between a listed company and its wholly owned subsidiary, and the stated benefits relate to operational synergies.

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