NCLT Directs Meetings for Orient Cement and Ambuja Cements in Scheme of Amalgamation

NCLT Directs Meetings for Orient Cement and Ambuja Cements in Scheme of Amalgamation​

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has issued specific directions regarding the amalgamation scheme between Orient Cement Limited (the Transferor Company) and Ambuja Cements Limited (the Transferee Company). The companies are set to convene shareholder meetings to consider and approve the proposed Scheme.

The NCLT order, delivered on July 20, 2026, details the necessary steps for executing the scheme, which involves the amalgamation of Orient Cement Ltd. with Ambuja Cements Limited as a going concern. The proposal entails the consequent dissolution of the Transferor Company and the issuance of New Equity Shares to its shareholders by the Transferee Company, based on the agreed Share Exchange Ratio.

The Tribunal has set distinct dates for the equity shareholder meetings for both companies. Orient Cement Ltd.'s meeting is scheduled for Monday, September 28, 2026, at 10:30 a.m., to be held via Video Conference (VC) or Other Audio Visual Means (OAVM). Similarly, Ambuja Cements Ltd.’s meeting is slated for September 28, 2026, at 12:30 P.M., conducted through VC/OAVM.

The NCLT also determined the necessity of meetings for creditors of both companies. For Orient Cement Ltd., the Tribunal found that no meeting was necessary for secured creditors as all secured creditors represented in value provided No Objection Certificates to the scheme, and no amounts had been drawn down under those facilities. The meeting for unsecured creditors of the Transferor Company was dispensed with, citing an excess of assets over liabilities on a standalone basis totaling Rs. 2,145.87 Crore as of March 31, 2026.

For Ambuja Cements Ltd., the NCLT ordered that the meeting for unsecured creditors be dispensed with, noting that no compromise is offered to any of the unsecured creditors and that the company held an excess of assets over liabilities of Rs. 52,558.01 Crore as of March 31, 2026.

Key operational details regarding Orient Cement Ltd. as on March 31, 2026:


Orient Cement Ltd., the Transferor Company, had a total issued and paid-up capital of 20,54,59,873 equity shares of Rs. 1/- each fully paid-up as on March 31, 2026. The company is engaged in the manufacturing and selling of cement and related products.

Ambuja Cements Ltd., the Transferee Company, had a subscribed and paid-up share capital of 496,96,34,372 as on March 31, 2026. The company’s equity shareholders totaled 6,13,421 as of April 10, 2026.

The NCLT also noted that the amalgamation is expected to create significant benefits for both companies. These include unifying manufacturing and commercial functions, optimizing resource allocation, and unlocking economies of scale through the pooling of financial and operational resources in the resulting merged entity.

ORIENTCEM Stock Price Movement​

On Monday, Orient Cement Limited shares rallied, closing at ₹138.64, marking a 1.19% gain from the previous session. The stock traded hands 348,272 times that day, fluctuating within an intraday range defined by a low of ₹136.4 and a high of ₹139.99.