Orient Cement Limited Vs Ambuja Cements Limited (NCLT Ahmedabad)
Material Facts
Orient Cement Limited (Transferor Company/Applicant Company No. 1) and Ambuja Cements Limited (Transferee Company/Applicant Company No. 2) filed a joint company application, CA(CAA)/29(AHM)/2026. The registered offices of both applicant companies are situated in Ahmedabad, Gujarat, within the territorial jurisdiction of the NCLT Ahmedabad Bench.
The proposed Scheme of Amalgamation provides for the merger of Orient Cement Ltd. into Ambuja Cements Limited as a going concern with effect from the Appointed Date of May 1, 2025. The scheme involves the dissolution of the Transferor Company without winding up and the issuance of new equity shares to its shareholders by the Transferee Company per the Share Exchange Ratio.
- Transferor Company (Orient Cement Ltd.): Engaged in manufacturing and selling cement and related products. As of March 31, 2026, its authorized share capital was ₹50,00,00,000 (50,00,00,000 equity shares of ₹1 each), and its issued, subscribed, and paid-up capital was ₹20,54,59,873 (20,54,59,873 equity shares of ₹1 each). Ambuja Cements acquired 46.66% of its equity share capital on April 22, 2025, and an additional 26.00% on June 18, 2025, via an open offer under SEBI Regulations. As of May 31, 2026, the Transferee Company held 72.66% of its paid-up equity share capital, making Orient Cement its subsidiary. Its shares are listed on BSE and NSE.
- Transferee Company (Ambuja Cements Ltd.): Part of the Adani Group, operating in cement manufacturing. Listed on BSE, NSE, and the Luxembourg Stock Exchange (for GDRs). As of March 31, 2026, its authorized share capital was ₹10,903,55,00,000, and its subscribed and paid-up share capital was ₹496,96,34,372 (248,48,17,186 equity shares of ₹2 each).
Procedural History & Statutory Submissions
- The application was supported by affidavits dated June 22, 2026, sworn by authorized signatories pursuant to Board Resolutions dated December 22, 2025.
- The companies submitted Valuation Reports dated December 22, 2025 (by GT Valuation Advisors Pvt. Ltd. and BDO Valuation Advisory LLP) and Fairness Opinions dated December 22, 2025 (by SBI Capital Markets Ltd. and IDBI Capital Markets & Securities Ltd.).
- Applications for no-objection were filed with BSE and NSE on January 2 and 3, 2026, under Regulation 37 of SEBI LODR Regulations. NSE acted as the Designated Stock Exchange. Stock Exchanges issued observation letters/permissions dated April 29, 2025, and June 4, 2026.
- Complaint Reports were filed with NSE and BSE on February 5, 2026, following one complaint received by each company during the public comment period, which were duly responded to.
- Statutory Auditors issued certificates dated December 23, 2025, confirming that the accounting treatment in the Scheme complies with Section 133 of the Companies Act, 2013.
- The applicant companies submitted that no investigation proceedings under Chapter XIV of the Companies Act, 2013 (or Sections 235 to 251 of the Companies Act, 1956), no winding-up proceedings, and no insolvency proceedings under the IBC, 2016 are pending.
Class Composition & Application Requests
1. Equity Shareholders:
