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.
