ACC-Ambuja merger: NCLT sets Sept 2026 votes

NCLT Ahmedabad clears first step for shareholder vote

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has allowed a joint company application filed by ACC Ltd. and Ambuja Cements Limited for directions linked to their proposed Scheme of Amalgamation. The application was filed 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 order focuses on procedural directions, including convening meetings of equity shareholders and dispensing with meetings of unsecured creditors. The tribunal directed the applicant companies to comply strictly with the statutory provisions, rules, and directions contained in the order.

What the scheme proposes: ACC to merge into Ambuja

Under the proposed scheme, ACC Ltd. will amalgamate with and into Ambuja Cements Limited as a going concern. The scheme specifies an Appointed Date of 01.01.2026. Following the amalgamation, ACC is proposed to be dissolved without winding up. The scheme also provides for issuance of new equity shares by Ambuja Cements to ACC shareholders as per a share exchange ratio, though the ratio itself is not stated in the provided text.

ACC shareholder meeting: VC/OAVM vote scheduled in September 2026

For ACC, the tribunal directed that a meeting of its equity shareholders be convened and held through Video Conferencing (VC) or Other Audio Video Visual Means (OAVM). The order records that ACC had 2,35,988 equity shareholders as on 31.03.2026. The meeting is scheduled for 09.2026 at 10.30 A.M., as specified in the order. The purpose of the meeting is to consider and, if thought fit, approve the proposed scheme with or without modifications.

Ambuja Cements shareholder meeting: September 29, 2026

For Ambuja Cements, the tribunal directed a meeting of its equity shareholders through VC/OAVM on 29.09.2026 at 12.30 P.M. The order states that Ambuja had 6,13,421 equity shareholders as on 10.04.2026. As with ACC, the meeting is to consider and, if thought fit, approve the proposed scheme with or without modifications. The tribunal also appointed Chairpersons and Scrutinizers for both meetings and laid down voting procedures.

Why creditor meetings were waived for both companies

The NCLT held meetings of preference shareholders and secured creditors as unnecessary for both ACC and Ambuja Cements because there were none. For unsecured creditors, the tribunal dispensed with the meeting for both companies. The stated reason is that the scheme does not reduce or extinguish any liability of unsecured creditors. The order also notes that the scheme would leave an excess of assets over liabilities, supporting the decision to waive unsecured creditor meetings.

Voting process: remote e-voting plus e-voting during VC meetings

The tribunal directed that voting be conducted through remote e-voting as well as e-voting during the VC/OAVM meetings. This structure is intended to facilitate participation in the shareholder meetings conducted virtually. The order also includes directions on statutory compliance around convening and conducting the meetings, including procedural steps to be followed by the applicant companies.

Notices, advertising, and record date for eligible shareholders

The order requires advertisements about convening of the meetings to be published at least one month before the VC/OAVM meetings. As per the direction, the notice is to be published in 'Indian Express' (All editions) in the English language, and a Gujarati translation thereof in 'Financial Express' (Ahmedabad edition). The publication must also indicate the time within which copies of the scheme will be made available free of charge from the registered offices of the applicant companies. Separately, the notice is to be sent to equity shareholders whose names appear in the register of members or list of beneficial owners on 14.08.2026.

Key facts from the NCLT order

Market relevance: what investors typically track next

For listed-company amalgamations structured under Sections 230 to 232, shareholder approval is a central milestone, and this order sets the process in motion by scheduling the equity shareholder meetings and specifying the voting mechanism. The order also clarifies that the tribunal found no basis to call meetings of secured creditors, preference shareholders, or unsecured creditors, based on the representations recorded. Investors and other stakeholders generally track whether voting and meeting-related compliances such as notices, advertisements, and e-voting processes are completed within timelines set by the tribunal. In this case, the order includes an explicit requirement that meeting advertisements be published at least one month prior to the VC/OAVM meetings.

Conclusion

The NCLT Ahmedabad Bench has allowed the joint application by ACC and Ambuja Cements and directed that their equity shareholders vote on the proposed amalgamation through VC/OAVM meetings in September 2026, supported by remote e-voting and meeting-time e-voting. The tribunal has dispensed with unsecured creditor meetings for both companies on the grounds recorded in the order and has set advertising and notice requirements, including a shareholder record date of 14.08.2026. The next visible step will be the issuance of meeting notices and the publication of advertisements ahead of the scheduled shareholder meetings.