Kansai Nerolac Paints500165NCLT order update

NCLT sanctions amalgamation of wholly-owned subsidiary Nerofix Private Limited

The NCLT Mumbai Bench delivered an order on 24th September, 2026 sanctioning the Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited.

By ScoutQuest · Fri 25 Sep 2026, 6:20 PM IST · 2 min read

NCLT Order Date: 24th September, 2026
Appointed Date: 1st April 2025
Nerofix Paid-up Capital: 2,00,00,000 equity shares of Rs.10/- each
Nerolac Paid-up Capital: 80,86,58,273 equity shares of Rs.1/- each
Share Issuance on Amalgamation: No new Nerolac shares will be issued

What was announced

The National Company Law Tribunal, Mumbai Bench, delivered an order on 24.09.2026 sanctioning the Scheme of Amalgamation of Nerofix Private Limited (Transferor) with Kansai Nerolac Paints Limited (Transferee) and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. A copy of the order was uploaded on the NCLT website on 25th September, 2026.

The companies

Nerofix was incorporated to manufacture, export, import and market adhesives and sealants, chemicals, paints and coatings, and other industrial consumables.
Kansai Nerolac is engaged in manufacturing and selling pigments, pigment emulsions, dispersions, binder material, thickeners, chemicals, dyes and manures.

Share capital and consideration

Nerofix issued, subscribed and paid-up capital: 2,00,00,000 equity shares of Rs.10/- each, totalling 20,00,00,000.
Kansai Nerolac issued, subscribed and paid-up capital: 80,86,58,273 equity shares of Rs.1/- each, totalling 80,86,58,273.
The entire paid-up equity share capital of Nerofix is held by Nerolac. On the Scheme becoming effective, that capital stands automatically cancelled and there will be no issue or allotment of Nerolac shares. So there is no dilution for existing shareholders.

Dates and process

Boards approved the Scheme on 31.07.2025 (Nerofix) and 11.08.2025 (Nerolac).
Equity shareholders of the Transferee Company approved it at a meeting held on 27th February 2026.
Appointed Date: 1st April 2025.
The Scheme will be effective upon update the certified copy of the order with the Registrar of Companies, Mumbai. The certified copy is awaited. The Company has stated that there are certain clerical or typographical errors in the NCLT order, which it will take steps to rectify.

Stated rationale

Benefits of synergy, economies of scale, growth and expansion.
Integration of business operations, reduction and rationalisation of administrative costs and overheads, and administrative convenience, enhancing operational efficiency.
No change in control or management of Kansai Nerolac.
The Boards stated the Scheme does not adversely affect shareholders, employees or creditors, and that post-sanction the assets of Nerolac will be sufficient to discharge its liabilities.

Regulatory observations

The Regional Director, Western Region - I, shared a representation dated 27.07.2026 along with the Registrar of Companies report. The Petitioner Companies responded with clarifications and undertakings by Affidavit in Reply dated 29.07.2026, including undertakings on applicable Accounting Standards (AS-14 / Ind AS 103, AS-5 / Ind AS 8), compliance with the MCA circular on appointed date, and set-off of fees and stamp duty paid by the Transferor Company on its authorised capital.

How investors may read it

This is the consolidation of a wholly-owned subsidiary into the parent. Because no shares are issued, the equity base stays the same; the practical effect is that Nerofix's business, assets and liabilities come onto Nerolac's books directly from the Appointed Date, with one less entity to administer.

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