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M&A and Subsidiary Changes4021Nissan Chemical CorporationMaterials and Chemicals

Notice Regarding Changes in Specified Subsidiaries in Prior Fiscal Years

The Company retrospectively disclosed that an Indian subsidiary established in the past and a domestic company made a wholly owned subsidiary through an additional share acquisition had become specified subsidiaries. The Company acknowledged that the disclosure had been delayed and stated that the matter would have no impact on its financial results.

Worth reading
37Immaterial
Scored from 4 of 5 sections
Direction
Neutral
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This transaction

Changes in Specified Subsidiaries in Prior Fiscal Years
CounterpartyBharat Rasayan Limited, Not disclosed
Disclosing companyNissan Chemical Corporation
Nissan Bharat Rasayan PVT.LTD., NC東京ベイ株式会社 (corporate name as of April 2023: 日本燐酸株式会社)Subject of this transactionVoting rights ownership percentage After 70% held by the Company (Nissan Bharat Rasayan PVT.LTD.), 100% held by the Company (NC東京ベイ株式会社) (before not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture of pesticide active ingredients, Manufacture of sulfuric acid

Location Gurgaon, Haryana, India, Sodegaura, Chiba PrefectureShare capital INR 1.5 billion (approximately ¥2.2 billion), ¥1,946 millionDate of incorporation 1 April 2020, 25 December 1967
Net Sales¥5,041 million (fiscal year ending March 2026), ¥2,910 million (fiscal year ending March 2026)
Net income for the current fiscal year¥163 million (fiscal year ending March 2026), ¥66 million (fiscal year ending March 2026)
Net assets¥4,061 million (fiscal year ending March 2026), ¥2,446 million (fiscal year ending March 2026)
Impact on Business Performance

The matter will have no impact on financial results for the fiscal year ending March 2027.

Procedures and assumptions
Management structure after acquisitionThe representative of Nissan Bharat Rasayan PVT.LTD. is Niki Toshio (仁木俊夫). The representative of NC東京ベイ株式会社 is Tsuki Kenji (槻健次). NC東京ベイ株式会社 was 日本燐酸株式会社 as of April 2023. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameChanges in Specified Subsidiaries in Prior Fiscal Years
Counterparty nameBharat Rasayan Limited, Not disclosed
Name of the Subject CompanyNissan Bharat Rasayan PVT.LTD., NC東京ベイ株式会社 (corporate name as of April 2023: 日本燐酸株式会社)
Business Description of the Subject CompanyManufacture of pesticide active ingredients, Manufacture of sulfuric acid
Location of the Subject CompanyGurgaon, Haryana, India, Sodegaura, Chiba Prefecture
Capital Stock of the Subject CompanyINR 1.5 billion (approximately ¥2.2 billion), ¥1,946 million
Date of Establishment of the Subject Company1 April 2020, 25 December 1967
Net Sales of the Subject Company¥5,041 million (fiscal year ending March 2026), ¥2,910 million (fiscal year ending March 2026)
Net Income of the Subject Company¥163 million (fiscal year ending March 2026), ¥66 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥4,061 million (fiscal year ending March 2026), ¥2,446 million (fiscal year ending March 2026)
Voting rights ownership percentageAfter 70% held by the Company (Nissan Bharat Rasayan PVT.LTD.), 100% held by the Company (NC東京ベイ株式会社) (before not disclosed)
Impact on Business PerformanceThe matter will have no impact on financial results for the fiscal year ending March 2027.
Date of board resolution18 February 2020, 12 December 2022 (management meeting)
Execution Date / Effective DateApril 2020 (establishment), April 2023 (share acquisition)
Management structure after acquisitionThe representative of Nissan Bharat Rasayan PVT.LTD. is Niki Toshio (仁木俊夫). The representative of NC東京ベイ株式会社 is Tsuki Kenji (槻健次). NC東京ベイ株式会社 was 日本燐酸株式会社 as of April 2023. Employee treatment: Not disclosed.
Items this document does not state (17)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

This was because it was discovered that timely disclosure under the listing regulations had not been made regarding changes involving 2 specified subsidiaries in prior fiscal years. The reason each company qualified as a specified subsidiary was that its capital amounted to at least 10% of the Company's capital.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Changes in Specified Subsidiaries in Prior Fiscal Years | Nissan Chemical Corporation (4021) timely disclosure | Komori