The BIFR company would seek shareholders' nod at its AGM on September 29 to give effect to the move which the board has already approved, company sources said.
It said the step would help it to raise resources.
"The subsidiary company will raise finances and for this purpose it may issue equity or debt in the future," the company told shareholders in a notice.
"The company (J&N) is unable to raise finances for sustained operations and growth on account of past workings and liabilities. The brand name of the company and its products still carry substantial value. Therefore, the company proposes to float a fully owned subsidiary for marketing and distribution.
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J&N is into both decorative and industrial paints and has a country-wide presence with 33 branches and stock points. It was incorporated in 1922 and is the second oldest paints company in India.
It posted a loss of Rs 2.23 crore for the quarter ended June 2015.