Orient Cement and Ambuja Cements Scheme of Amalgamation Receives 'No Adverse Objection' from BSE and NSE

Orient Cement and Ambuja Cements Scheme of Amalgamation Receives 'No Adverse Objection' from BSE and NSE​

Orient Cement Limited has received observation letters from both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE) concerning its proposed scheme of amalgamation with Ambuja Cements Limited. The exchanges granted observations on June 4, 2026, stating no adverse objection to the transferor company's proposal.

The observation letters confirm that the company has met necessary requirements regarding listing and continuous listing stipulations as per both exchanges. This development comes after Orient Cement’s Board of Directors approved the proposed Scheme of Amalgamation between the two cement companies under the Companies Act, 2013.

Observations and Compliance Requirements

While acknowledging the 'no adverse objection' status from the stock exchanges, the letters issued by BSE and NSE mandated several critical areas for disclosure to ensure a complete process before filing with the National Company Law Tribunal (NCLT).

The observations highlight that Orient Cement must thoroughly disclose details related to ongoing legal proceedings and financial health. Specific directives require the listed entities to:

• Disclose all details of any adjudication, recovery proceedings, prosecution initiated, or other enforcement actions taken against the company, its promoters, and directors before the NCLT and shareholders.
• Provide comprehensive information regarding the assets, liabilities, net worth, and revenue of both companies, both pre and post-scheme.
• Detail the rationale for the scheme, including synergy potential, impact on shareholders, and a cost benefit analysis.

Additionally, the exchanges stressed the need for complete transparency concerning valuation. This includes providing details about the methodology, projections considered, and justification for growth rates used in the valuation of both Orient Cement and Ambuja Cements.

The listed entities must also ensure that they fulfill several other reporting requirements, such as reporting on unpaid dues of both companies as of the notice date, disclosing pending complaints related to the scheme, and providing a revised shareholding pattern pre and post-scheme.

Next Steps for the Scheme

Orient Cement has been advised by the exchanges that the observations received must be incorporated into the petition intended to be filed before the NCLT. The exchanges also emphasized that the submission of documents does not constitute approval under any other law or regulation, reserving the right to raise objections at any stage if the submitted information is found to be incomplete, incorrect, misleading, or false.

The observation letters stipulate that the scheme must be submitted to the NCLT within a six-month period from the date of the letter. Both companies are instructed to ensure compliance with all relevant clauses mentioned in the scheme document and adhere to the various stipulations laid out by SEBI and the stock exchanges.

ORIENTCEM Stock Price Movement​

Orient Cement Limited shares today shed 0.33% to settle at ₹134.51, marking a decline in post-market trading. The stock saw active session movement, with a total traded volume recording 101,088 shares.