Date: 25th September, 2026

Board Meeting Outcomes

  • The Hon'ble National Company Law Tribunal, Mumbai Bench sanctioned the Scheme of Amalgamation of Nerofix Private Limited with Kansai Nerolac Paints Limited through its Order delivered on 24th September 2026.
  • The Appointed Date of the Scheme is fixed as 1st April 2025.
  • The Scheme will become effective upon filing the certified copy of the Order with the Registrar of Companies, Mumbai.

Rationale of the Scheme

  • The merger will provide benefits for synergy, economies of scale, growth and expansion.
  • The integration will result in reduction and rationalization of administrative costs and overheads, enhancing operational efficiency.
  • There will be no change in control or management of Kansai Nerolac Paints Limited.
  • The Scheme does not have any adverse effects on shareholders, employees or creditors of the companies.

Share Capital Structure

Nerofix Private Limited (as of 11.05.2026):

  • Authorized Share Capital: ₹20,00,00,000 (2,00,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹20,00,00,000 (2,00,00,000 equity shares of ₹10 each fully paid-up)

Kansai Nerolac Paints Limited (as of 11.05.2026):

  • Authorized Share Capital: ₹85,00,00,000 (85,00,00,000 equity shares of ₹1 each)
  • Issued, Subscribed and Paid-up Share Capital: ₹80,86,58,273 (80,86,58,273 equity shares of ₹1 each fully paid-up)

Consideration Structure

  • As the entire paid-up Equity Share Capital of Nerofix is held by Nerolac, upon the Scheme becoming effective, the entire paid-up Equity Share Capital of Nerofix shall stand automatically cancelled.
  • There will not be any issue and allotment of shares of Nerolac to any party.

Regulatory Compliance and Undertakings

  • The Petitioner Companies undertook to comply with all applicable Accounting Standards including AS-14 (IND AS-103) and AS-5 (IND AS-8).
  • The Transferee Company undertook to comply with provisions of Sections 230 to 232 of the Companies Act, 2013.
  • Both companies undertook to comply with all applicable provisions of the Income Tax Act and Rules thereunder.
  • The Transferee Company undertook to comply with FEMA and RBI regulations to the extent applicable.
  • The companies confirmed that no NOC from stock exchanges was required as Nerofix is a wholly-owned subsidiary and no new shares are being issued.

NCLT Directions and Conditions

  • The Transferor Company (Nerofix) shall be dissolved without winding up.
  • All properties, rights, liabilities, duties and powers of Nerofix shall be transferred to Kansai Nerolac.
  • The Order does not grant exemption from payment of stamp duty, taxes or other charges.
  • The Income Tax Department is at liberty to examine any tax payable by the Petitioner Companies.
  • All tax obligations including GST, VAT, customs duty, excise duty for Nerofix shall transfer to Kansai Nerolac.
  • A certified copy of the Order must be filed with ROC in e-form INC-28 within 30 days of receipt.
  • All employees of Nerofix shall become employees of Kansai Nerolac without break in service and on terms not less favorable.

Regional Director Observations (Addressed)

  • Confirmed that the Scheme was approved by requisite majority of equity shareholders.
  • Noted that Nerofix had negative net worth as of 31st March 2025.
  • Stated that no inquiry, inspection, investigation or prosecution is pending against either company.

Official Liquidator Report

  • The Official Liquidator reported that the affairs of Nerofix have not been conducted in a manner prejudicial to public interest or interest of creditors.

Effective Date and Implementation

  • The Appointed Date: 1st April 2025
  • Effective Date: The date on which certified copies of the NCLT Order are filed with the Registrar of Companies