Kansai Nerolac Paints Gets NCLT Nod For Nerofix Merger, Adhesive Business Moves Under Paint Maker

Mumbai: The Mumbai bench of the National Company Law Tribunal (NCLT) has approved the merger of Nerofix Private Limited with its parent, Kansai Nerolac Paints Limited, bringing the adhesive and construction chemicals business into the paint company.

Judicial member Vinay Goel and technical member Charanjeet Singh Gulati sanctioned the scheme of amalgamation on Thursday, September 24. The scheme has an appointed date of April 1, 2025.

What happens to Nerofix?

Under the approved scheme, Nerofix will be dissolved without winding up. Its assets, properties, rights, licences, contracts and obligations will transfer to Kansai Nerolac Paints as a going concern. The arrangement is intended to maintain continuity of business operations.

Nerofix is a wholly owned subsidiary, with its share capital held by Kansai Nerolac Paints and its nominee. As a result, the merger will not involve issuing new shares to Nerofix shareholders.

Nerofix operates in adhesives and construction chemicals, while Kansai Nerolac Paints is primarily engaged in paints. The consolidation will place these activities under one corporate entity.

Why the companies proposed a merger

According to the scheme, the amalgamation is expected to combine resources, bring management decisions together and simplify administrative work. It also aims to remove overlapping costs and duplicated functions across the two companies.

The companies expect a single structure to improve the use of financial and managerial resources and support future growth. These are anticipated benefits set out in the merger documents, rather than savings already realised.

The authorised share capital of Nerofix is ₹20 crore, compared with ₹85 crore for Kansai Nerolac Paints. Authorised capital is the maximum share capital a company is permitted to issue, not its market value.

At 11.27 am IST, Kansai Nerolac Paints shares were trading at ₹180.90 on the National Stock Exchange, down 1% from Wednesday. The quote was an intraday snapshot only.