NCLT Directs Shareholder Meetings for ACC and Ambuja Cements Amalgamation Scheme

NCLT Directs Shareholder Meetings for ACC and Ambuja Cements Amalgamation Scheme​

The National Company Law Tribunal (NCLT) has directed both ACC Limited and Ambuja Cements Limited to convene separate meetings of their equity shareholders concerning the proposed Scheme of Amalgamation. The rulings set the stage for the continuation of the merger process, emphasizing the financial standing and operational rationale behind the consolidation of the two companies.

The order, pronounced on July 29, 2026, mandated specific timelines for both entities to consider and approve the amalgamation scheme.

Key Directives and Timelines​

The NCLT has set separate meeting dates for the equity shareholders of the merging and receiving companies:

• ACC Limited (Amalgamating Company): A meeting of its Equity Shareholders is scheduled for September 29, 2026, at 10:30 A.M., which will be conducted via Video Conferencing (VC)/Other Audio Visual Means (OAVM).
• Ambuja Cements Limited (Amalgamated Company): Its Equity Shareholders meeting is scheduled for September 29, 2026, at 12:30 P.M., also to be conducted via VC/OAVM.

The Tribunal specified that the meetings would allow shareholders to consider and, if deemed fit, approve the proposed Scheme with or without modifications.

Financial Position and Creditor Status​

A significant finding of the NCLT related to both companies concerned their financial health and creditor status as of March 31, 2026:

• ACC Limited: The company reported no secured creditors. As per certified accounts, there were 1,38,007 unsecured creditors, with a total outstanding unsecured debt of Rs. 4950.67 Crore. Furthermore, the Amalgamating Company demonstrated an excess of assets over liabilities on a standalone basis amounting to Rs. 20,416.35 Crore.
• Ambuja Cements Limited: This entity also reported no secured creditors. It had 91,186 unsecured creditors, and its total outstanding unsecured debt was certified at Rs. 12,339.70 Crore. The Amalgamated Company held an excess of assets over liabilities on a standalone basis amounting to Rs. 52,558.01 Crore.

The Tribunal noted that the meeting of Unsecured Creditors for both ACC and Ambuja Cements was dispensed with in each case. This decision was based on the submissions that no compromise was offered to any unsecured creditors, nor were their liabilities under the Scheme being reduced or extinguished.

Strategic Rationale and Valuations​

The companies submitted detailed justifications regarding the benefits of the merger, emphasizing enhanced growth and operational efficiency within India’s cement sector. The amalgamation aims to unify manufacturing and commercial functions, reduce multiple entities in the same business line, and unlock economies of scale through pooled resources.

The process included multiple pre-amalgamation scrutiny steps:


The Scheme was supported by external financial assessments. The companies submitted Valuation Reports dated December 22, 2025, jointly issued by GT Valuation Advisors Pvt. Ltd. and BDO Valuation Advisory LLP. Additionally, Fairness Opinions were provided by SBI Capital Markets Ltd. and IDBI Capital Markets Ltd., both dated December 22, 2025.

The NCLT concluded that the Company Application was allowed on these terms, mandating strict compliance with all procedural directions for convening and conducting the equity shareholder meetings.

AMBUJACEM Stock Price Movement​

Today, Ambuja Cements Limited shares edged higher, setting at ₹434.50 after closing for the day and gaining 2.00%. The stock traded within a defined range of ₹423.15 to ₹443, with volumes reaching 5.05 million shares.