The NCLT Order

The Hon'ble NCLT, Ahmedabad Bench, passed an order on August 17, 2026 (received by the company on August 18, 2026) in Company Application CA(CAA)30/(AHM)/2026. The application was filed jointly by Inkia Inks Private Limited (Transferor Company) and True Colors Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.

Key Directives from the NCLT

For Inkia Inks Private Limited (Transferor Company):

  • Convening of meetings for its equity shareholders, secured creditors, and unsecured creditors is dispensed with.

For True Colors Limited (Transferee Company):

  • The company is directed to convene a meeting of its equity shareholders within 45 days from the date of the order (by October 1, 2026).
  • Convening of a meeting for its secured creditors is dispensed with.
  • The company is directed to convene a meeting of its unsecured creditors within 45 days from the date of the order (by October 1, 2026).

Basis for Dispensation of Meetings

Inkia Inks Private Limited:

  • Equity Shareholders: All 9 equity shareholders (as of March 31, 2026) provided written consent affidavits approving the scheme and waived their right to attend a meeting.
  • Secured Creditors: The sole secured creditor provided a written consent affidavit approving the scheme and waived the right to attend a meeting.
  • Unsecured Creditors: More than 90% of its 40 unsecured creditors (as of March 31, 2026) provided written consent affidavits approving the scheme and waived their right to attend a meeting.

True Colors Limited:

  • Secured Creditors: Its sole secured creditor provided a written consent affidavit approving the scheme and waived the right to attend a meeting.

Share Capital Structure (as of March 31, 2026)

Inkia Inks Private Limited:

  • Authorized Share Capital: ₹3,00,00,000 (30,00,000 equity shares of ₹10 each)
  • Issued, Subscribed, and Paid-up Capital: ₹3,00,00,000 (30,00,000 equity shares of ₹10 each, fully paid-up)

True Colors Limited:

  • Authorized Share Capital: ₹25,00,00,000 (2,50,00,000 equity shares of ₹10 each)
  • Issued, Subscribed, and Paid-up Capital: ₹24,65,46,000 (2,46,54,600 equity shares of ₹10 each, fully paid-up)

It is a listed public company on the BSE.

Appointed Date

The appointed date for the amalgamation, as approved by the Boards of both companies and stated in the scheme, is April 1, 2026.

Rationale for the Amalgamation

The disclosed rationale for the merger includes:

  • Strengthening the core business of True Colors through backward integration.
  • Creating a fully integrated ink business ecosystem for significant cost optimization.
  • Ensuring assured offtake and optimum utilization of Inkia Inks' production capacity.
  • Enhancing market competitiveness and offering a strong value proposition.
  • Simplifying the shareholding structure and reducing entity layers.
  • Achieving economies of scale, synergies, and corporate efficiencies.

Procedural Requirements and Appointments

The NCLT order stipulates several procedural requirements:

  • Advertisement: A notice of the meetings must be published at least one month in advance in "Financial Express" (English) and "Sandesh" (Gujarati).
  • Notice: Notices, along with the scheme and explanatory statement, must be sent to all relevant stakeholders of True Colors Limited.
  • Chairman: Mr. R.D. Gupta, Retd. OL, is appointed as the Chairman for the meetings of equity shareholders and unsecured creditors of True Colors.
  • Scrutinizer: Mr. Mahendra Parmar (Ex-Deputy Registrar, NCLT Ahmedabad) is appointed as the Scrutinizer for these meetings.
  • Fees: The applicants are directed to pay ₹1,00,000 to the Chairman and ₹50,000 to the Scrutinizer.
  • Voting: Meetings can be held physically or via video conferencing, with voting by poll or e-voting.

Regulatory Compliance and Notices

The companies are directed to send notices and a copy of the scheme to:

  • The Central Government through the Regional Director, North Western Region
  • The Registrar of Companies, Gujarat, Ahmedabad
  • The Official Liquidator
  • The Income Tax Department (including PAN details)
  • Other relevant sectoral regulators

These authorities have 30 days from receipt to make any representations.

Additional Directives

  • The Chairman must report the results of the meetings to the Tribunal in Form No. CAA-4 within 7 days of their conclusion.
  • The companies must provide a valuation report from an IBBI-registered valuer in the second motion petition.
  • A compliance affidavit regarding these directions must be filed with the NCLT registry within 7 days of the order.

Other Relevant Information

  • The Board of Directors of both companies approved the scheme via resolutions dated December 1, 2025.
  • Statutory Auditors for both companies have certified compliance with accounting standards (Section 133 of Companies Act, 2013).
  • True Colors Limited had previously sought and received an observation letter / no objection from BSE Limited on the scheme, dated May 14, 2026.
  • There are no pending proceedings under sections 210 to 227 of the Companies Act, 2013, against the companies.
  • The scheme does not involve debt restructuring, and provisions of the Competition Act, 2002, and FEMA are not applicable.