NCLT Ahmedabad Sanctions Amalgamation Of Penna Cement Into Ambuja Cements

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 30 March sanctioned the scheme of amalgamation between Penna Cement Industries Ltd. (Transferor Company) and Ambuja Cements Ltd. (Transferee Company) under Sections 230–232 of the Companies Act, 2013.

A Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma approved the scheme, holding that the scheme is fair, reasonable, and in public interest. The Tribunal held:

“The objections/observations received from the RD and RoC, have been adequately replied by the petitioner companies. There are no adverse observations by the OL in respect of the Transferor Company.”

Penna Cement Industries, a subsidiary of Ambuja Cements, is a public limited, non-listed company. The Transferee Company holds 99.94% of Penna's paid-up equity share capital. Penna manufactures and sells cement and cement-related products.

Ambuja Cements Ltd., formerly Gujarat Ambuja Cements Ltd., is a public listed company and one of India's leading cement producers, known for its sustainable development projects and environment-friendly practices.

The scheme, effective from 16 August 2024, merges Penna into Ambuja Cements, dissolving Penna without winding up. On the appointed date, Ambuja, part of the Adani Group, became the Transferor Company's promoter. The amalgamation consolidates operations, improves resource utilisation, reduces overheads, and enhances the business potential of the Transferor Company. It also rationalises multiple entities in the group.

The meeting of equity shareholders of the Transferee Company was convened on 30 December 2025 through Video Conferencing.

On 8 January 2026, the Tribunal directed the petitioner companies to issue notices to statutory and regulatory authorities, including the Central Government through the Regional Director (North-Western Region), Registrar of Companies, Gujarat, the Official Liquidator, the Income Tax authorities, SEBI, NSE, BSE, and Luxembourg Stock Exchange.

The Regional Director and Registrar of Companies raised queries regarding the appointed date being significantly antedated, references to other merger schemes (Adani Cementation and Sanghi Industries), and the treatment of authorised share capital. The companies clarified that the appointed date was event-based, linked to Ambuja's acquisition of Penna, and justified under MCA Circular No. 09/2019. They also confirmed compliance with SEBI circulars and Section 232(3)(i) regarding fees.

The Official Liquidator verified Penna's filings, accounts, and employee transfer provisions and sought directions on preservation of records, statutory compliance, and stamp duty adjudication. Ambuja undertook full compliance.

The Income Tax Department reported outstanding demands of Rs. 1,682.7 crore against Ambuja and Rs. 5.95 lakh against Penna. The companies assured that Ambuja would discharge all liabilities in accordance with law, while denying any responsibility of individual directors. SEBI, BSE, NSE, and Luxembourg Stock Exchange raised no adverse observations.

Accordingly, the NCLT sanctioned the proposed scheme, holding that it enhances operational efficiency, consolidates resources, and protects the interests of shareholders and creditors.

APPLICANTS ADVOCATE/ PROFESSIONAL: Sandeep Singhi