In re ACC Liited And Ambuja Cements Limited (NCLT Ahmedabad)
The National Company Law Tribunal, Ahmedabad Bench, allowed joint Company Application CA(CAA)/33(AHM)/2026 filed by ACC Ltd., the Amalgamating Company, and Ambuja Cements Limited, the Amalgamated Company, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The application sought directions for convening meetings of equity shareholders and dispensation of meetings of unsecured creditors in connection with the proposed Scheme of Amalgamation.
Under the proposed Scheme, ACC Ltd. is to amalgamate with and into Ambuja Cements Limited as a going concern from the Appointed Date of 01.01.2026, followed by dissolution of ACC without winding up and issuance of new equity shares by Ambuja Cements to ACC shareholders according to the share exchange ratio. The Scheme refers to Sections 230-232 of the Companies Act, 2013, the SEBI Schemes Master Circular dated 20.06.2023 and Section 2(6) of the Income Tax Act, 2025, stated to be the erstwhile Section 2(1B) of the Income Tax Act, 1961.
ACC had 2,35,988 equity shareholders as on 31.03.2026, no secured creditors and no preference shareholders. It had 1,38,007 unsecured creditors with outstanding unsecured debt of Rs.4,950.67 crore. The application stated that no compromise was offered to unsecured creditors and their liabilities would neither be reduced nor extinguished. ACC had an excess of assets over liabilities of Rs.20,416.35 crore on a standalone basis as on 31.03.2026.
Ambuja Cements had 6,13,421 equity shareholders as on 10.04.2026, no secured creditors and no preference shareholders. It had 91,186 unsecured creditors with outstanding unsecured debt of Rs.12,339.70 crore. The application stated that no compromise or reduction or extinguishment of unsecured creditors’ liabilities was proposed. Its excess of assets over liabilities on a standalone basis was stated at Rs.52,558.01 crore as on 31.03.2026, and the expected excess following implementation of the Scheme was stated at Rs.69,072.53 crore.
The application placed on record valuation reports dated 22.12.2025 and fairness opinions issued by SBI Capital Markets Ltd. and IDBI Capital Markets Ltd. The companies had also obtained permissions from NSE and BSE following the SEBI Scheme process. The draft Scheme and related documents were hosted on the relevant websites and six complaints in total were received during the specified comment periods, with the companies responding to them. The application also stated that neither company had pending investigation or winding-up proceedings under the Companies Act. An application under Section 9 of the Insolvency and Bankruptcy Code, 2016, alleging a default of Rs.1,90,80,600, was stated to be pending against ACC; no IBC proceeding was stated to be pending against Ambuja Cements.
The applicant companies submitted that the Scheme’s accounting treatment complied with accounting standards prescribed under Section 133 of the Companies Act. They also referred to earlier schemes involving Sanghi Industries Limited and Penna Cement Industries Limited, both of which had been approved by the same Bench and had become effective.
The Tribunal considered the rationale stated for the Scheme, including consolidation of companies operating in the same line of business, integration of manufacturing and commercial functions, resource optimisation, economies of scale, operational efficiencies and streamlining of the corporate structure. The Tribunal also considered the applicant companies’ request to convene equity shareholder meetings through Video Conferencing/Other Audio Visual Means and to dispense with unsecured creditor meetings.
In doing so, the Tribunal referred to Mahaamba Investments Ltd. v. IDI Limited, Company Application (Lodg.) No.1047 of 2000 (Bombay High Court), where, as recorded in the order, separate creditor meetings could be dispensed with where creditors’ rights were not affected and the transferee company continued to have assets exceeding liabilities.
For ACC, the Tribunal directed that a meeting of its 2,35,988 equity shareholders be convened through VC/OAVM on the date and time specified in the order, namely 09.2026 at 10.30 A.M. The meetings of preference shareholders and secured creditors were held unnecessary because there were none. The meeting of unsecured creditors was dispensed with because their liabilities were not being reduced or extinguished and the Scheme would leave an excess of assets over liabilities.
For Ambuja Cements, the Tribunal directed a meeting of its 6,13,421 equity shareholders through VC/OAVM on 29.09.2026 at 12.30 P.M. Meetings of preference shareholders and secured creditors were held unnecessary, while the unsecured creditor meeting was dispensed with for the same stated reasons.
The Tribunal appointed Chairpersons and Scrutinizers for both equity shareholder meetings and directed that voting be conducted through remote e-voting and e-voting during the VC/OAVM meetings. The meetings were to comply with the applicable MCA circulars, Companies (CAA) Rules, 2016, and Sections 103 and 230(6) of the Companies Act, 2013. The order also prescribed requirements concerning quorum, notices, advertisements, shareholder eligibility, cut-off date, public shareholder voting, regulatory notices, affidavits of service and filing of meeting reports.
The Tribunal directed notices to be served on the Central Government through the Regional Director, Registrar of Companies, Official Liquidator, stock exchanges and, in Ambuja Cements’ case, the Luxembourg Stock Exchange, as well as the concerned Income Tax authorities and other sectoral regulators where applicable, under Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (CAA) Rules, 2016.
Accordingly, CA(CAA)/33(AHM)2026 was allowed on the aforesaid terms, with the applicant companies directed to comply strictly with the applicable statutory provisions, rules and directions contained in the order.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
The case is fixed for pronouncement of order. The order is pronounced in the open court, vide separate sheet.
1. This is a joint Company Application, i.e, CA(CAA)/33(AHM)/2026, filed by two companies, namely, ACC Ltd. (Amalgamating Company) and Ambuja Cements Limited (Amalgamated Company) under Sections 230 to 232 and other applicable provisions of the Companies Act read with Companies (Compromise, Arrangement and Amalgamations) Rules, 2016 (hereinafter referred to as “Companies (CAA) Rules, 2016”).
2. Affidavits dated 29.06.2026, in support of the present company application, were sworn by Bhavik Parikh, the authorized signatory of Applicant Company No.1, and Manish Mistry, the authorized signatory of Applicant Company No.2, duly authorized vide Board Resolutions dated 22.12.2025 of the applicant companies. The aforesaid affidavits and board resolutions are placed on record along with the company application. The Board Resolutions are annexed at Annexure-0 and Annexure-T of the company application.
3. The proposed Scheme (Annexure-I Pg.3097-3141), inter aliaee provides for amalgamation of the Amalgamating Company/ACC Ltd. with and into the Amalgamated Company/Ambuja Cements Limited as a going concern with effect from the Appointed Date i.e. 01.01.2026, and the consequent dissolution of the Amalgamating Company without being wound up and issuance of New Equity Shares to the shareholders of the Amalgamating Company by the Amalgamated Company in accordance with the Share Exchange Ratio, pursuant to the provisions of Sections 230232 and/or other applicable provisions of the Companies Act, 2013, Master Circular dated 20.06.2023 under reference no. SEBI/HO/CFD/POD-2/P/CIR/2023/93, issued by SEBI (SEBI Schemes Master Circular) and in accordance with Section 2(6) of the Income Tax Act, 2025 (erstwhile Section 2(1B) of the Income Tax Act, 1961).
4. It is submitted that the registered offices of both the applicant companies are situated within the territorial jurisdiction of Registrar of Companies, Ahmedabad, Gujarat, which is falling under the jurisdiction of this Tribunal.
5. It is further submitted that the applicant companies are empowered by their respective Memorandum of Association and Articles of Association to enter into a Scheme of Amalgamation. Copies of Memorandum and Articles of Association of the applicant companies are placed on record as Annexure-B and Annexure-F. Copy of Annual Report for the year ended 31.03.2025 (Annexure-C Pg. 191-813) and copy of Annual Report for the year ended on 31.03.2026 (Annexure-D Pg.814-1524) of Amalgamating Company and Copy of Annual Report for the year ended 31.03.2025 (Annexure-G Pg. 16182292) and copy of Annual Report for the year ended on 31.03.2026 (Annexure-H Pg.2293-3096) of Amalgamated Company, are placed on record.
6. The applicant companies in this company application have sought for the following reliefs;
| EQUITY SHAREHOLDERS MEETING |
PREFERENCE SHAREHOLDERS MEETING |
SECURED CREDITORS MEETING | UNSECURED CREDITORS MEETING |
|
| ACC Ltd. / Amalgamating Company | Direction for convening meeting |
N.A | N.A | Dispense with the meeting as there is neither any compromise nor any arrangement nor their rights are affected in any manner |
| Ambuja Cements Ltd./ Amalgamated Company | Direction for convening meeting | N.A | N.A. | Dispense with the meeting as there is neither any compromise or arrangement nor their rights are affected in any manner |
7. ACC Ltd./ Amalgamating Company
(i) From the certificate of incorporation filed, it is evident that the Amalgamating Company was incorporated on 01.08.1936 as The Associated Cement Companies Ltd., a public limited company, with the Registrar of Companies, Bombay, under the provisions of the Indian Companies Act, 1913. Its name was changed to ACC Ltd. on 01.09.2006. Its registered office was shifted from the State of Maharashtra to the State of Gujarat on 18.03.2024 and its CIN is L26940GJ1936PLC149771. Its PAN is AAACT1507C.
(ii) It is submitted that the Amalgamating Company is one of India’s most longstanding and prominent cement and building materials company and is engaged in the business of manufacturing and marketing of cement and ready-mix concrete, serving diverse customers across residential, infrastructure, commercial, and industrial construction sectors.
(iii) The authorized, issued, subscribed and paid-up share capital of the Amalgamating Company as on 31.05.2026, was as under:-
| Particulars | Amount in Rs. |
| Authorised Share Capital | |
| 22,50,00,000 equity shares of Rs.10/- each | 225,00,00,000 |
| 10,00,00,000 preference shares of Rs.10/- each | 100,00,00,000 |
| Total | 325,00,00,000 |
| Issued Share Capital^ | |
| 18,87,93,243 equity shares of Rs.10/- each fully paid-up | 188,79,32,430 |
| Total | 188,79,32,430 |
| Subscribed and paid-up share capital^ | |
^ There is difference of 10,05,980 equity shares between issued and subscribed and paid-up share capital of the Amalgamating Company on account of:
1. 5,38,000 equity shares so issued have not been allotted and kept in abeyance, which pertains to previous right issue offered by the Amalgamating Company to its shareholders in Financial Year 1995.
2. 3,84,060 equity shares forfeited forms a part of Issued Capital but not the subscribed capital and the same pertains to previous right issue offered by the Amalgamating Company to its shareholders in Financial Year 1995.
3. 63,880 equity shares so issued have been kept in abeyance from previous right issue offered by the Amalgamating Company to its shareholders in Financial Year 1999.
4. 20,040 equity shares issued but not subscribed and difference brought forward from earlier years.
(v) As on 31.03.2026, there are 2,35,988 Equity Shareholders in the Amalgamating Company. It is submitted that meeting of the equity shareholders of the Amalgamating Company be called to consider and, if thought fit, to approve the Scheme with or without modification(s). The certificate dated 17.06.2026 of the Chartered Accountants Hemangi 86 Associates regarding the shareholding pattern of the equity shareholders of the Amalgamating Company as on 31.03.2026, is annexed at Annexure-AH to the company application
(vi) As on 31.03.2026, there are no Secured Creditors in the Amalgamating Company. The Chartered Accountants Hemangi 86 Associates, vide certificate dated 17.06.2026, certified that there are no Secured Creditors in the Amalgamating Company, the said certificate is annexed to the company application as Annexure-AJ.
(vii) As far as the unsecured creditors of the Amalgamating Company are concerned, as on 31.03.2026 there are 1,38,007 unsecured creditors. A summary of the unsecured creditors of the Amalgamating Company as on 31.03.2026, duly certified, vide certificate dated 17.06.2026, by Chartered Accountants Hemangi 86 Associates, is annexed as Annexure-AK. As per the aforesaid certificate, the total outstanding unsecured debt of the Amalgamating Company as on 31.03.2026 is Rs.4950.67 Crore. It is submitted that no compromise is offered to any of the unsecured creditors of the Amalgamating Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished. Further, the application notes that as on 31.03.2026 there was an excess of assets over liabilities on a standalone basis to the tune of Rs.20,416.35 Crore.
(viii) As on 31.03.2026, there are no preference shareholders in the Amalgamating Company. The Chartered Accountants Hemangi 86 Associates, vide certificate dated 17.06.2026, certified that there are no preference shareholders in the Amalgamating Company, the said certificate is annexed to the company application as Annexure-AM.
8. Ambuja Cements Ltd. /Amalgamated Company
(i) From the certificate of incorporation filed, it is evident that it was incorporated on 20.10.1981, as Ambuja Cements Private Limited, with the Registrar of Companies, Gujarat, as a private limited company, under the provisions of the Companies Act, 1956. Its name was changed to (i) Ambuja Cements Limited on 19.03.1983, (ii) Gujarat Ambuja Cements Limited on 19.05.1983; and (iii) Ambuja Cements Limited on 05.04.2007. Its CIN is L26942GJ1981PLC004717. Its PAN is AAACG0569P.
(ii) It is submitted that Amalgamated Company is the holding company of the Amalgamating Company and, as on 31.05.2026, the Amalgamated Company holds 50.05% of the paid-up equity share capital of the Amalgamating Company.
(iii) It is submitted that the Amalgamated Company is among the leading cement companies in India, renowned for its hassle-free, home-building solutions with its unique sustainable development projects and environment-friendly practices since it starts its operations. The Amalgamated Company is part of Adani Group of Companies.
(iv) The equity shares of the Amalgamated Company are listed on the Stock Exchanges i.e NSE and BSE. The global depository receipts issued by the Amalgamated Company are listed on the Luxembourg Stock Exchange.
(v) The authorized, issued, subscribed and paid-up share capital of the Amalgamated Company as on 31.05.2026, was as under: –
| Particulars | Amount in Rs. |
| Authorised Share Capital A | |
| 4,276,77,50,000 equity shares of Rs. 2/- each | 8,553,55,00,000 |
| 235,00,00,000 preference shares of Rs. 10/- each | 2,350,00,00,000 |
| Total | 10,903,55,00,000 |
| Issued Share Capital A | |
| 248,51,43,706* equity shares of Rs. 2/- each fully paid up | 497,02,87,412 |
| Total | 497,02,87,412 |
| Subscribed and Paid-Up Share Capital A | |
| 248,48,17,186* equity shares of Rs. 2/- each fully paid up# | 496,96,34,372 |
| Total | 496,96,34,372 |
^ The authorised, issued, subscribed and paid-up share capital as stated above is after giving effect to the sanction of, Scheme of Amalgamation of Adani Cementation Limited with Ambuja Cements Limited, which has been made effective from August 1, 2025; Scheme of Arrangement between Sanghi Industries Limited and Ambuja Cements Limited and their respective shareholders, which has made effective from March 12, 2026; and Scheme of Arrangement between Penna Cement Industries Limited and Ambuja Cements Limited and their respective shareholders, which has made effective from April 10, 2026.
* The issued and paid-up share capital includes 13,39,613 equity shares represented by 13,39,613 global depository receipts as on May 31, 2026.
# The difference of 3,26,520 equity shares between issued, subscribed and paid-up capital is on account of past issuance of right shares which are kept in abeyance.
(vi) As on 10.04.2026, there are 6,13,421 Equity Shareholders in the Amalgamated. Company. It is submitted that meeting of the equity shareholders of the Amalgamated Company be called to consider and, if thought fit, to approve the Scheme with or without modification(s). The certificate dated 17.06.2026 of Chartered Accountants Hemangi 86 Associates regarding the shareholding pattern of the equity shareholders of the Amalgamated Company as on 10.04.2026, is annexed at Annexure-AN to the company application.
(vi) As on 31.03.2026, there are no secured creditors in the Amalgamated Company. The Chartered Accountants Hemangi & Associates certified, vide certificate dated 17.06.2025, that there are no secured creditors in the Amalgamated Company as on 31.03.2026, the said certificate is annexed to the company application as Annexure-AO.
(vii) As far as the unsecured creditors of the Amalgamated Company are concerned, there are 91,186 unsecured creditors. A summary of the unsecured creditors of the Amalgamated Company as on 31.03.2026, duly certified, vide certificate dated 17.06.2026, by Chartered Accountants Hemangi 85 Associates, is annexed as as Annexure-AP. As per the aforesaid certificate, the total outstanding unsecured debt of the Amalgamated Company as on 31.03.2026 is Rs.12,339.70 Crore. It is submitted that no compromise is offered to any of the unsecured creditors of the Amalgamated Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished. Further, the application notes that, in the Amalgamated Company, as on 31.03.2026, there was an excess of assets over liabilities on a standalone basis, to the tune of Rs.52,558.01 Crore.
It is submitted that there will also be an excess of assets over liabilities to the tune of Rs.69,072.53 Crore in the Amalgamated Company upon the effectiveness of the Scheme (expected, based on 31.03.2026).
(viii) As on 31.03.2026, there are no preference shareholders in the Amalgamated Company. The certificate dated 17.06.2026, of Chartered Accountants Hemangi 86 Associates, certified that the Amalgamated Company does not have any preference shareholders as on 31.03.2026, is annexed as Annexure-AQ to the company application.
9. Valuation Reports and Fairness Opinion
i. Copy of the Valuation Report dated 22.12.2025, jointly issued by GT Valuation Advisors Pvt. Ltd., Registered Valuer (IBBI Registration No. IBBURV-E/05/2020/134) and BDO Valuation Advisory LLP, Registered Valuer, (IBBI Registration No. IBBI/RV-E/02/2019/ 103), is annexed to the company application as Annexure-J (Pg.3142 -3163) .
ii. Copy of the Fairness Opinion dated 22.12.2025 (Fairness Opinion-1), issued by SBI Capital Markets Ltd., a SEBI registered Merchant Banker, is annexed to the company application as Annexure-K (Pg. 3164-3170).
iii. Copy of the Fairness Opinion dated 22.12.2025 (Fairness Opinion-2), issued by IDBI Capital Markets Ltd. 86 Securities Ltd., a SEBI registered Merchant Banker, is annexed to the company application as Annexure-P (Pg. 3188-3196) .
10. It is submitted that the equity shares of the Amalgamating Company and the Amalgamated Company are listed on the Stock Exchanges. The Amalgamating Company had by its two letters dated 02.01.2026 as well as the Amalgamated Company had by its two letters dated 03.01.2026, applied to the said Stock Exchanges for their no-objection to the Scheme in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR) read with SEBI Schemes Master Circular. NSE was designated as the ‘Designated Stock Exchange’ for coordinating with SEBI for obtaining approval of SEBI in accordance with SEBI Schemes Master Circular. Thereafter, certain information/details/queries were sought/raised by NSE/BSE and the same were submitted by the Amalgamating Company and the Amalgamated Company. In the meantime, the draft Scheme along with related documents, in terms of SEBI Schemes Master Circular, were hosted on the websites of the Amalgamating Company and the Amalgamated Company on 01.01.2026, NSE on 09.01.2026 and BSE on 12.01.2026 and were open for complaints/comments from 09.01.2026 to 30.01.2026 for submission to NSE and from 12.01.2026 to 02.02.2026 for submission to BSE. During the above period, in all, 3 complaints were received by the Amalgamating Company and 3 complaints were received by the Amalgamated Company which were duly responded by them. Accordingly, the Amalgamating Company and the Amalgamated Company, filed Complaint Reports with the NSE on 05.02.2026 and BSE on 05.02.2026. Copies of the Complaint Reports dated 05.02.2026, submitted by the Amalgamating Company and the Amalgamated Company to NSE and the Complaint Reports dated 05.02.2026, submitted by the Amalgamating Company and the Amalgamated Company to BSE, in terms of Paragraph A.6 of Part-I of the SEBI Schemes Master Circular are annexed as Annexure U (Colly.) and Annexures W (Colly.) respectively. A copy of the SEBI Schemes Master Circular is as Annexure “V”.
11. Copies of the letters dated 04.06.2026 issued by NSE and BSE have been placed at Annexure-X (Colly) to the company application, the permission from BSE and NSE which is taken as combined permission issued with respect to equity shares of the applicant companies which are listed on the respective exchanges.
12. The Application states that, pursuant to the aforesaid comments of the Stock Exchanges, the applicant companies have given the respective details of “Ongoing adjudication 86 recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the companies, its promoters and directors” as on 31.03.2026. The respective details in respect of the aforesaid Applicant Companies are annexed as Annexure-Y (Colly.) to the company application.
13. It is further submitted that in terms of Paragraph A.2.k) of Part-I of the SEBI Schemes Master Circular, No Objection Certificate from the lending scheduled commercial banks/financial institutions/debenture trustees, from not less than 75% of the secured creditors in value is required to be obtained. It is submitted that the Amalgamating Company had no secured creditors on the date of aforesaid applications filed by it with the Stock Exchanges or even as on the date of filing of the present applications before this Tribunal. Hence, no objection certificate is required to be obtained by the Amalgamating Company in terms of SEBI Schemes Master Circular.
It is further submitted that the Amalgamated Company had no secured creditors on the date of the aforesaid applications filed by it with the Stock Exchanges or even as on the date of filing the present application before this Tribunal. Hence, no such No Objection Certificate is required to be obtained by the Amalgamated Company in terms of SEBI Schemes Master Circular.
14. It has been submitted that no investigation proceedings have been instituted or are pending in relation to the Applicant Companies under Chapter XIV of the Companies Act, 2013 or the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956.
15. It has been further submitted that no winding up proceedings have been filed or are pending against any of the Applicant Companies under the Act or under the corresponding provisions of the Companies Act, 1956.
16. The Application states that no proceedings are pending under the Companies Act 2013 or under the corresponding provisions of the Companies Act, 1956 against any of the Applicant Companies.
17. It is further submitted that to the knowledge of the Amalgamating Company, an application under Section 9 of the Insolvency and Bankruptcy Code, 2016, has been filed by one M/s Kothamangalam Aggregates Prestressed Concrete Industries against the Amalgamating Company, alleging a default of Rs. 1,90,80,600/-. The Amalgamating Company has filed its written submissions contesting, inter alia, the maintainability of the said application. The said application is pending consideration before this Tribunal.
18. It is further submitted that, to the knowledge of the Amalgamated Company, no proceedings under the Insolvency and Bankruptcy Code, 2016 have been initiated or are pending against the Amalgamated Company.
19. The applicant companies submitted that the accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. Original certificates dated 23.12.2025, to the aforesaid effect by the Statutory Auditors of the Amalgamating Company and the Amalgamated Company, are annexed as Annexure-AB and Annexure-AC.
20. The pre-amalgamation shareholding pattern of the Amalgamating Company as on 31.03.2026 and the Amalgamated Company as on 10.04.2026 (upon the allotment of shares pursuant to the Sanghi Merger Scheme) and the post-amalgamation shareholding pattern of the Amalgamated Company as on 10.04.2026 consequent to the Scheme, is annexed as Annexure-AE (Colly). Further, the capital structure (expected, based on capital structure as on 10.04.2026) of the Amalgamated Company after the implementation of the Scheme, is annexed as Annexure-AF.
21. It is submitted that this Bench has approved the following Scheme of Arrangement:
i. by order dated 09.02.2026, the Scheme of Arrangement between Sanghi Industries Limited (a subsidiary of the Amalgamated Company) and the Amalgamated Company and their respective shareholders (“Sanghi Merger Scheme”), which became effective on 12.03.2026; and
ii. by order dated 30.03.2026, the Scheme of Arrangement between Penna Cement Industries Limited (a subsidiary of the Amalgamated Company) and the Amalgamated Company and their respective shareholders (“Penna Cement Merger Scheme”), which became effective on 10.04.2026.
22. Rationale and Benefits of the Scheme:
In relation to the rationale and benefits of the scheme the Applicant Companies have stated as under:
(i) The Amalgamated Company is among India’s leading cement manufacturers, with installed capacity across India. The Amalgamating Company is also engaged in cement manufacturing with capacities that strategically complement and enhance the manufacturing footprint of the Amalgamated Company. The Amalgamated Company is the Promoter of the Amalgamating Company and holds 50.05% of the paid-up equity share capital of the Amalgamating Company. As both the companies are under the same line of business, the amalgamation will enable the Amalgamated Company to assume complete ownership and direction of the Amalgamating Company’s business for long-term strategic alignment. The proposed amalgamation will combine the operations of both companies, driving focused growth, operational efficiencies, and significant business synergies. Furthermore, the resulting corporate structure will enhance agility and strengthen the overall business ecosystem of the merged entity.
(ii) The amalgamation will unify manufacturing and commercial functions, optimize resource allocation, and streamline the group’s structure by reducing multiple entities in the same line of business. This integration will enable faster decision-making, smoother execution of production plans, and stronger operations discipline enhancing agility and efficiency across the combined network.
(iii) By pooling financial, operational, and logistical resources, the merged entity will unlock economies of scale. Coupled with a unified market approach and efficient capital deployment, these synergies will boost profitability, strengthen competitiveness, and deliver superior long-term value and benefits to shareholders and other stakeholders.
(iv) The amalgamation is in alignment with the Amalgamated Company’s long-term vision of consolidation and sustainable growth. Over time, the unified structure is expected to generate increased value for shareholders, supporting Amalgamated Company’s ongoing commitment to delivering sustainable returns.
23. The Ld. Counsel for the applicant companies is seeking necessary directions for convening and holding the meetings of equity shareholders of the applicant companies. It is submitted that in light of the MCA circulars, necessary directions may be given to the effect that the voting for the meetings of the equity shareholders shall be carried out through remote e-voting and e-voting at the time of the VC/OAVM convened meetings.
Further, seeking directions for dispensation of meetings of the unsecured creditors of the applicant companies as no compromise is offered to any of the unsecured creditors of the applicant companies and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished. Ld. Counsel further submitted that as on 31.03.2026, both the applicant companies had an excess of assets over liabilities on a standalone basis. It was further submitted that, upon the Scheme becoming effective, the Amalgamated Company is expected to continue to have an excess of assets over liabilities.
It is further submitted that, as on 31.03.2026, the applicant companies have no secured creditors as well as no preference shareholders.
24. We have heard Ld. Counsel for the applicant companies and perused the record. The Applicant Companies are listed companies on stock exchanges and have filed the present company application seeking directions for convening and holding the meetings of their Equity Shareholders. They have also sought dispensation of the meetings of the unsecured creditors on the ground that no compromise or arrangement is proposed with such creditors.
25. We have also gone through the judgment of Hon’ble Bombay High Court in the matter of Mahaamba Investments Ltd. v. IDI Limited, Company Application (Lodg.) No.1047 of 2000 (Bombay High Court) wherein in para 5 held where the rights of creditors are not affected and the transferee company continues to have assets in excess of liabilities; separate meetings may be dispensed with.
26. Taking into consideration, the company application filed by the applicant companies and the documents filed, including the observations letters of BSE and NSE as well as the position of law, this Tribunal issue the following directions to meet the ends of justice: –
A. In relation to ACC Ltd. /Amalgamating Company
i. Since it is represented that there are 2,35,988 Equity shareholders in the Amalgamating Company as on 31.03.2026, the meeting of the Equity Shareholders shall be convened and held 09.2026 at 10.30 A.M. through Video Conferencing (VC)/Other Audio Video Visual Means (OAVM), for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme.
ii. With respect to Preference Shareholders
Since it is represented that there are no Preference Shareholders in the Amalgamating Company as on 31.03.2026, the necessity of convening and holding a meeting of Preference Shareholders does not arise.
iii. With respect to Secured Creditors
Since it is represented that there are no Secured Creditors in the Amalgamating Company as on 31.03.2026, the necessity of convening and holding a meeting of Secured Creditors does not arise
iv. With respect to Unsecured Creditors
It is submitted that under the Scheme no compromise is offered to any of the unsecured creditors of the Amalgamating Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished. Hence, Amalgamating Company is seeking dispensation of meeting of its unsecured creditors.
Considering the fact that there will be an excess of assets over liabilities upon amalgamation of Amalgamating Company into Amalgamated Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished, the meeting of the Unsecured Creditors of the Amalgamating Company is hereby dispensed with.
B. In relation to Ambuja Cements Ltd. /Amalgamated Company
(i) Since it is represented that there are 6,13,421 Equity shareholders in the Amalgamated Company as on 10.04.2026, bthe meeting of the Equity Shareholders shall be convened and held 29.09.2026 at 12.30 P.M. through Video Conferencing (VC)/ Other Audio Video Visual Means (OAVM), for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme.
(ii) With respect to Preference Shareholders
Since it is represented that there are no Preference Shareholders in the Amalgamated Company as on 31.03.2026, the necessity of convening and holding a meeting of Preference Shareholder does not arise.
(iii) With respect to Secured Creditors
Since it is represented that there are no secured creditors as certified by the Chartered Accountant as on 31.03.2026, the necessity of convening and holding a meeting of Secured Creditors does not arise.
(iv) With respect to Unsecured Creditors
It is submitted that under the Scheme no compromise is offered to any of the unsecured creditors of the Amalgamated Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished. Hence, Amalgamated Company is seeking dispensation of meeting of its unsecured creditors.
Considering the fact that there will be an excess of assets over liabilities upon amalgamation of Amalgamating Company into Amalgamated Company and neither any liability of the unsecured creditors under the Scheme is being reduced or extinguished, the meeting of the Unsecured Creditors of the Amalgamated Company is hereby dispensed with.
27. The Chairperson appointed for the meeting of the Equity Shareholders of the Amalgamating Company shall be Hon’ble Justice Virendra Singh Gyan Singh Bisht, Ex. Member NCLT, E-mail ID: [email protected]. The remuneration of the Chairperson for the aforesaid meeting for the services as may be mutually agreed, excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Amalgamating Company. The chairperson will file the report of the meeting within a week from the date of holding the above-mentioned meeting.
28. Aniq A Kadri, Advocate, E-mail ID: [email protected], is appointed as a Scrutinizer or in his absence CS Raimeen Maradiya, Partner, Chirag Shah and Associates, Practicing Company Secretary (Membership No. 11283 86 C.P. No. 17554) is appointed as the scrutinizer, for remote e-voting and the e-voting during the VC/OAVM meeting of the equity shareholders (which includes public shareholders) of Amalgamating Company. The remuneration of the Scrutinizer/s for the aforesaid meeting for the services as may be mutually agreed, excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Amalgamating Company.
29. The Chairperson appointed for the meeting of the Equity Shareholders of the Amalgamated Company shall be Mr. Deep Chandra Joshi, Ex. Acting President 86 Member NCLT, Email ID: [email protected]. The remuneration of the Chairperson for the aforesaid meeting for the services as may be mutually agreed, excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Amalgamated Company. The chairperson will file the report of the meeting within a week from the date of holding the above-mentioned meeting.
30. Manvi Damle , Advocate, E-mail ID: damlemanviAgmail.com is appointed as a Scrutinizer or in her absence, CS Chirag Shah, Partner, Chirag Shah and Associates, Practicing Company Secretary (Membership No. F5545 8v C.P. No. 3498), is appointed as the scrutinizer, for remote e-voting and the e-voting during the VC/OAVM meeting of the equity shareholders (which includes public shareholders) of Amalgamated Company. The remuneration of the Scrutinizer/ s for the aforesaid meeting for the services as may be mutually agreed, excluding applicable taxes, out-of-pocket expenses, travelling expenses etc., also to be borne by the Amalgamated Company.
31. The meeting of Equity Shareholders of applicant companies shall be conducted as per the applicable procedure prescribed under the MCA General Circular Nos. (i) 20/2020 dated 05.05.2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I), (iii) 17 / 2020 dated 13.04.2020 (EGM Circular-II) and General Circular No. 09/2024 dated 19.09.2024 and as amended from time to time.
32. The quorum of the aforesaid meetings of the Equity Shareholders of the applicant companies shall be as per the Companies (CAA) Rules, 2016 and in compliance of Section 103 as well as Section 230(6) of the Companies Act, 2013. The meeting shall be conducted as per applicable provisions of law and rules thereunder.
33. In case the quorum as noted above, for the above meetings, is not present at the meetings, then the meetings shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. Since the meetings would be held through VC/OAVM, the facility for appointment of proxies will not be available. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the Scheme.
34. The Chairpersons appointed for the aforesaid meetings shall issue the advertisements and send out the notices of the meetings referred to above. The Chairpersons are free to avail the services of the applicant companies or any agency for carrying out the aforesaid directions. The Chairpersons of the meetings shall have all powers under the Articles of Association of the applicant companies and also under the Rules in relation to conduct of meetings, including for deciding any procedural questions that may arise at the meetings or at adjournment or adjournments thereof proposed at the said meetings, amendment(s) to the aforesaid Scheme or resolutions, if any, proposed at the aforesaid meetings by any person(s) and also procedural questions in respect of proposed amendment(s) to the aforesaid Scheme or resolutions, if any, and to ascertain the outcome of the meetings of the equity shareholders by remote e-voting and e-voting during VC/OAVM meetings.
35. In terms of Paragraph A. 10. of Part I of the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 issued by SEBI (hereinafter referred to as the “SEBI Schemes Master Circular”), it is required that the Scheme is also approved by the majority of public shareholders of the applicant companies i.e. the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it. The voting in respect of the same is to be carried out through remote e-voting and e-voting at the time of the VC/OAVM convened meeting. Since, the applicant companies are seeking necessary directions from this Tribunal to convene the meetings of the equity shareholders and voting in respect of the same through remote e-voting and e-voting at the time of the VC/OAVM convened meetings, it is submitted that no separate procedure for voting would be required for the public shareholders of the applicant companies in terms of the aforesaid SEBI Schemes Master Circular. However, the scrutinizer to be appointed for the said meetings of the equity shareholders shall also submit their separate reports, to the Chairpersons of the meetings of the applicant companies or to the person so authorised by him, with regard to the result of the remote e-voting and e-voting at the time of the VC/OAVM convened meetings in respect of the public shareholders in accordance with SEBI Schemes Master Circular.
36. At least 1 (one) month before VC/OAVM meetings, advertisement about convening of the aforesaid meetings, indicating the day, the date and time, shall be published in “Indian Express” (All editions) in the English language and Gujarati translation thereof in “Financial Express” (Ahmedabad edition). The publication shall indicate time within which the copies of the Scheme shall be made available to the concerned persons free of charge from the registered office of the applicant companies. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act read with Sections 230-232 of the Act can be obtained free of charge at the registered office of the applicant companies or at the office of its Advocate, i.e. M/s. Singhi & Co., Singhi House, 1, Magnet Corporate Park, Near Sola Flyover, S. G. Highway, Ahmedabad-380 059 in accordance with second proviso to sub-section (3) of Section 230 of the Act and Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the “Rules”).
37. At least 1 (one) month before the aforesaid meetings of the equity shareholders, a notice convening the said meetings, indicating the day, the date and the time aforesaid, instructions with regard to remote e-voting and e-voting at the time of VC/OAVM meetings, together with a copy of the Scheme, a copy of the statement required to be furnished pursuant to Section 102 of the Act read with the provisions of Sections 230-232 of the Act and the provisions of the Rules thereunder, shall be sent through electronic mode to those equity shareholders applicant companies whose email IDs are registered with the Registrar and Transfer Agent/ depositories/Amalgamating Company/ Amalgamated Company, in terms of MCA Circulars. It is directed that the applicant companies shall ensure that the equity shareholders whose email IDs are not available with the Amalgamating Company and not available with the Amalgamated Company or who have not received notice convening the said meetings of the equity shareholders, can access/download the said notices from the website of the Amalgamating Company viz., www.acclimited.com and from the website of the Amalgamated Company viz. www.ambujacement.com and the websites of the Stock Exchanges, i.e., NSE and BSE at www.nseindia.com and www.bseindia.com, respectively. It is further directed that the Amalgamating Company shall also ensure furnishing of the aforesaid particulars to the equity shareholders, free of charge, within one day on a requisition being so made by the equity shareholder(s) at [email protected] Further directed that the Amalgamated Company shall also ensure furnishing of the aforesaid particulars to the equity shareholders, free of charge, within one day on a requisition being so made by the equity shareholder(s) at [email protected]. The notice shall be sent to those equity shareholders of the applicant companies whose names appear in the register of members/list of beneficial owners on 14.08.2026. Further, it is directed to fix 22.09.2026 being the cut-off date as prescribed under Rule 20 of the Companies (Management and Administration) Rules, 2014 for determining eligibility of shareholders entitled to vote through remote e-voting and e-voting at the meetings. The equity shareholders of the Amalgamating Company and the equity shareholders of the Amalgamated Company holding shares either in physical form or in a dematerialized form, as on the cut-off date, would be entitled to cast their vote by remote e-voting and e-voting at the VC/OAVM meetings.
38. Authorised Representative shall be permitted to vote either through remote e-voting and e-voting during VC/OAVM convened meetings, provided that the certified copy of the board resolution/authorisation, etc. authorizing its representative to attend the meetings is sent to the Scrutinizer through electronic mode. Since the meeting would be held through VC/OAVM, the facility for appointment of proxies will not be available.
39. The number and value of the equity shares of the equity shareholders, shall be in accordance with the records or registers of the Amalgamating Company and the Amalgamated Company and where the entries in the records or registers are disputed, the Chairpersons of the meetings shall determine the number or value, as the case may be, for purposes of the meetings and his decision in that behalf shall be final.
40. The Chairpersons to file affidavits not less than seven (7) days before the date fixed for the holding of the meetings and do report to this Tribunal that the directions regarding the issue of notices and the advertisement of the meetings, have been duly complied with as per Rule 12 of the Rules.
41. It is further ordered that the Chairpersons shall report to this Tribunal on the result of the said meetings in Form No. CAA.4, verified by his affidavit as per Rule 14 of the Rules in Form No. CAA.4 within 7 (seven) days after the conclusion of the meetings. The reports of Chairpersons shall be filed before this Tribunal by the Chairpersons.
42. In compliance with sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, the Amalgamating Company shall individually send notice to (i) Central Government through the Regional Director, North-Western Region, Ministry of Corporate Affairs, E-mail: northwesgmca.gov.in (ii) the Registrar of Companies, Gujarat, E-mail : [email protected]; (iii) the Official Liquidator, E-mail: [email protected]. (iv) BSE and NSE. In compliance with sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, and the Amalgamated Company shall individually send notice to (i) Central Government through the Regional Director, North-Western Region, Ministry of Corporate Affairs, E-mail: [email protected] (ii) the Registrar of Companies, Gujarat, E-mail: [email protected]; (iii) BSE and NSE (iv) Luxembourg Stock Exchange. Further, the applicant companies shall send notice to the concerned Income Tax Authorities, E-mail: [email protected] along with full details of assessing officer and PAN numbers with copy also to the Principal Chief Commissioner of Income Tax Office, as well as other Sectoral regulators including Competition Commission, if applicable, who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016. The aforesaid authorities, who desire to make any representation under subsection (5) of Section 230 of the Act, shall send the same to this Tribunal with a copy of the same to be supplied to the Applicant Companies.
43. The applicant companies are required to serve notice pursuant to Section 230(5) of the Companies Act, 2013 to the regulatory authorities which are likely to be affected.
44. The applicant companies shall furnish a copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every member/equity shareholders entitled to attend the meetings as aforesaid.
45. The Authorized Representatives of the applicant companies shall furnish affidavits of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.
46. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicant Companies.
47. The Registry and the Applicant Companies are directed to communicate a copy of this order to the Chairpersons and Scrutinizers, within three working days after the pronouncement of the order.
48. The Company Application being CA(CAA)/33(AHM)2026 stands allowed on the aforesaid terms.
