NCLT Ahmedabad Sanctions Merger Of Sanghi Industries With Ambuja Cements

The National Company Law Tribunal (NCLT) at Ahmedabad has approved a cement-sector merger, clearing the amalgamation of Sanghi Industries Limited into Ambuja Cements Limited.

A bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma sanctioned the composite scheme of merger under Sections 230 to 232 of the Companies Act, 2013, by an order dated 9 February 2026.

The tribunal held that the scheme is “prima facie beneficial to the Companies and will not be in any way detrimental to the interest of the shareholders and the creditors of the companies”

Sanghi Industries Limited, incorporated in 1985, is a publicly listed cement manufacturer whose shares are traded on the BSE and NSE. It operates cement manufacturing facilities in Gujarat. Ambuja Cements Limited, incorporated in 1981 and part of the Adani Group, is also a listed company, with its global depository receipts listed on the Luxembourg Stock Exchange. Both companies have their registered offices in Gujarat.

Under the scheme, Sanghi Industries will merge into Ambuja Cements and will be dissolved without winding up. Once the scheme takes effect, all of Sanghi Industries' undertakings, assets, liabilities, contracts and employees will transfer to and vest in Ambuja Cements.

The petitioner companies said the merger would help integrate operations and reduce duplication. They told the tribunal it would allow better use of resources, bring down costs by cutting overheads, eliminate overlapping efforts and simplify compliance, ultimately strengthening the business and adding value for shareholders.

By a first-motion order dated 25 September 2025, the Tribunal had directed that meetings of the equity shareholders of both companies be held, appointed a Chairperson and a Scrutiniser, and ordered that notices be issued to statutory and regulatory authorities.

The Tribunal also dispensed with meetings of secured and unsecured creditors, noting that the scheme did not involve any compromise or arrangement with creditors and that unsecured creditors' liabilities were adequately covered by an excess of assets over liabilities.

The Chairperson's report showed that more than three-fourths in value of the equity shareholders of both companies, including public shareholders, voted in favour of the scheme. The scheme specifies 1 April 2024 as the appointed date for the merger.

As regards consideration, the scheme provides for a fixed share exchange mechanism under which the equity shares held in Sanghi Industries will be cancelled and replaced with equity shares of Ambuja Cements, to be issued upon the scheme becoming effective.

During regulatory scrutiny, authorities pointed out an inadvertent reference in the scheme documents to a “Penna Cement Merger Scheme.” The petitioners clarified that this reference was a legacy definition carried over from earlier drafts and had no connection with the present merger, and did not apply to Sanghi Industries or Ambuja Cements.

The Income Tax Department informed the tribunal of outstanding tax demands in respect of both companies and sought protection of its statutory rights. The Tribunal directed that “all outstanding tax dues of the Transferor Company shall remain fully recoverable from and enforceable against the amalgamated entity,” while preserving the Department's rights under the Income-tax Act.

Allowing the petition, the tribunal sanctioned the merger and directed that a certified copy of the order be filed with the Registrar of Companies within 30 days..