NCLT Mumbai Clears Scheme To Merge Asian Paints (Polymers) With Parent Asian Paints Ltd

The order was passed by a coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar. Allowing the merger scheme under the Companies Act, the tribunal observed that the arrangement appeared “fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.”

Asian Paints (Polymers) Pvt Ltd, incorporated on January 11, 2023, is a wholly owned subsidiary of Asian Paints Limited. It is engaged in the manufacture and trade of chemicals, plastic materials, emulsions, and related compounds used in industrial applications. Asian Paints, incorporated on October 24, 1945, is one of India's leading paint manufacturers engaged in the production and sale of paints, coatings and home décor products.

The boards of both companies approved the scheme through resolutions dated July 17, 2025, and July 29, 2025, respectively. The appointed date for the amalgamation was fixed as April 1, 2025.

The companies submitted that the merger would streamline the corporate structure, reduce multiple regulatory compliances and administrative costs, and enable better utilisation of financial and operational resources. It was also expected to strengthen organisational capabilities through consolidation of business operations.

Reports submitted by the Regional Director and the Official Liquidator did not raise any substantial objections. The Official Liquidator, in a report dated February 18, 2026, confirmed that the affairs of the transferor company had not been conducted in a manner prejudicial to the interests of creditors or the public.

Sanctioning the scheme, the tribunal directed that all assets, liabilities and obligations of Asian Paints (Polymers) would stand transferred to Asian Paints Ltd.

For Applicant: Advocates Hemant Sethi, Tanaya Sethi