NCLT Ahmedabad Allows First Motion In ACC-Ambuja Cements Merger, Dispenses With Creditor Meetings

The Ahmedabad National Company Law Tribunal (NCLT) on 29 July allowed the first motion petition for the amalgamation of ACC Limited with Ambuja Cements Limited, permitting shareholder meetings while dispensing with meetings of creditors.

A Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma allowed the applications and directed that meetings of equity shareholders of both companies be convened.

The scheme proposes the merger of ACC Limited (Amalgamating Company) into Ambuja Cements Limited (Amalgamated Company) with effect from 1 January 2026. Under the scheme, ACC Limited will stand dissolved without winding up, and new equity shares will be issued to ACC shareholders based on the prescribed share exchange ratio.

Both companies are part of the Adani Group, with Ambuja Cements Limited holding 50.05% of ACC Limited's equity share capital. The merger aims to consolidate the group's cement operations, create operational synergies and streamline business functions.

ACC Limited, incorporated in 1936, is engaged in the manufacture of cement and ready-mix concrete. As per the scheme documents, the company had 2,35,988 equity shareholders, no secured creditors and 1,38,007 unsecured creditors. Ambuja Cements Limited, incorporated in 1981 and listed on the National Stock Exchange and Bombay Stock Exchange, had 6,13,421 equity shareholders, no secured creditors and 91,186 unsecured creditors. Both companies confirmed that they had no preference shareholders.

The companies stated that the merger would align ownership structures, unify manufacturing and commercial functions, enable quicker decision-making, improve economies of scale and enhance profitability. They sought to create long-term value for shareholders and stakeholders through sustainable growth.

They submitted that no winding-up proceedings or investigation proceedings were pending against them. They also stated that the accounting treatment proposed under the scheme complied with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

After considering the submissions, financial statements and applicable precedents, the Tribunal held that meetings of unsecured creditors could be dispensed with as their rights were not affected and the assets of both companies exceeded their liabilities. It directed that meetings of equity shareholders of both companies be convened on 29 September 2026.

The Bench also appointed Justice Virendra Singh Bisht, former Member of the Tribunal, as the Chairperson to convene the meeting of ACC Limited shareholders. It appointed former Acting President of the NCLT Deep Chandra Joshi as the Chairperson to convene the meetings of Ambuja Cements Limited shareholders and appointed scrutinisers for the meetings.

Further, it directed the companies to issue notices to statutory authorities, including the Regional Director, Registrar of Companies, Official Liquidator, Securities and Exchange Board of India (SEBI), National Stock Exchange, Bombay Stock Exchange, Luxembourg Stock Exchange and Income Tax authorities.

Accordingly, the NCLT permitted the first motion application and allowed the companies to proceed with the next steps in the amalgamation process.

For Applicants: Advocate Sandeep Singhi