ACC-Ambuja merger: NCLT sets Sept 29 vote in 2026

NCLT clears the next procedural step

The National Company Law Tribunal (NCLT), Ahmedabad Bench, on July 29, 2026, directed ACC Limited and Ambuja Cements Limited to convene separate meetings of their equity shareholders on September 29, 2026. The meetings are to consider and, if thought fit, approve the proposed Scheme of Amalgamation. The order has been passed under Sections 230 to 232 of the Companies Act, 2013. It is a key step in the proposed merger of ACC Limited into Ambuja Cements Limited. The Tribunal has asked both companies to conduct these shareholder meetings through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Voting is to be enabled through remote e-voting and e-voting during the VC/OAVM meetings, in line with relevant MCA circulars. The scheme carries an appointed date of January 1, 2026.

What the scheme proposes

The proposed Scheme of Amalgamation envisages the merger of ACC Limited with and into Ambuja Cements Limited as a going concern. The scheme is proposed to take effect from the appointed date of January 1, 2026. Upon the scheme becoming effective, ACC Limited will be dissolved without being wound up. Ambuja Cements Limited will issue new equity shares to ACC shareholders in accordance with the share exchange ratio set out in the scheme. The NCLT order deals with the meeting process required for shareholder approval rather than the commercial merits of the merger. The direction to hold separate equity meetings reflects the legal requirement to obtain approvals from the relevant classes of shareholders. The order also sets the framework for notice, voting, and meeting conduct.

How the Sept 29 shareholder meetings will be held

Both companies have been directed to hold their respective equity shareholder meetings via VC/OAVM. The voting mechanism includes remote e-voting as well as e-voting during the meeting. This structure mirrors the process increasingly used by listed companies for shareholder participation. The order provides for a cut-off date to determine shareholder eligibility to vote. It also specifies a record date linked to the dispatch of meeting notices. These dates matter for investors and intermediaries because they determine who receives meeting communications and who can cast votes.

Key dates investors should track

Two dates stand out in the Tribunal’s directions. The cut-off date for determining shareholder eligibility to vote has been fixed as September 22, 2026. The record date for dispatch of notices is August 14, 2026. For shareholders, the cut-off date is the critical reference point for voting rights through e-voting channels. The record date for dispatch is operationally important since it drives the shareholder communication process. The meetings themselves are scheduled for September 29, 2026, with different start times for ACC and Ambuja.

Creditor meetings waived: what the order says

The Tribunal dispensed with the meetings of unsecured creditors for both companies. The stated basis in the provided text is that no compromise is being offered to creditors and both companies report an excess of assets over liabilities. The order also notes that secured creditor meetings are not required because there are no secured creditors. Preference shareholder meetings are also noted as not required because there are no preference shareholders. These directions narrow the approval process primarily to equity shareholders. For a merger under Sections 230-232, creditor meetings can be waived where the legal conditions are met and there is no proposed compromise or arrangement affecting them.

Meeting snapshot: ACC vs Ambuja

ACC’s AGM context: recent voting and participation data

ACC Limited held its 90th Annual General Meeting on June 26, 2026, and the meeting passed all five ordinary resolutions. The AGM was conducted via video conferencing, with remote e-voting facilitated by Central Depository Services (India) Limited (CDSL). Shareholders approved the adoption of financial statements for FY26, the declaration of dividend, and the re-appointment of Dr. Vinay Prakash as Director, among other items. The total number of shareholders on the record date, June 19, 2026, was 2,46,469. A total of 60 shareholders attended the meeting via video conferencing. Votes were unblocked on June 26, 2026 at 11:20 a.m. in the presence of witnesses, as stated in the provided text.

Selected ACC AGM voting outcomes disclosed

Only certain voting figures are explicitly provided in the source text. Those figures show near-unanimous support on the items listed.

Investor engagement: ACC’s non-deal roadshow

Separately, ACC announced a non-deal roadshow in Mumbai on June 16 and June 17, 2026. The schedule stated that the roadshow would feature physical 1x1 and group meetings. The event timing was listed as 11:00 a.m. to 06:00 p.m. (local time). Non-deal roadshows are typically used for investor and analyst engagement without a specific transaction being marketed. In this context, it provides additional backdrop on ACC’s recent investor outreach in the same quarter as its AGM and ahead of the merger vote process.

Other NCLT directions referenced in the provided text

The provided material also contains a separate set of Tribunal directions mentioning “Orient Cement Ltd. (Transferor Company)” and “Ambuja Cements Ltd. (Transferee Company)”, including meeting dates of September 25, 2026 and September 28, 2026. These directions appear in a different listing within the text and are not presented as part of the ACC into Ambuja meeting schedule that specifies September 29, 2026 for both ACC and Ambuja. Since the text does not explicitly connect that section to the ACC-Ambuja amalgamation, it should be read as a separate referenced matter within the compiled material.

Market impact: what changes now and what does not

The NCLT order primarily advances process and timelines rather than changing day-to-day operations. It provides investors with fixed dates for notice dispatch, voting eligibility, and the shareholder meetings. The waiver of unsecured creditor meetings reduces procedural steps, based on the stated conditions that there is no compromise and an excess of assets over liabilities. At this stage, the key decision point is equity shareholder approval at the scheduled meetings. The mechanics of remote e-voting and meeting participation via VC/OAVM also clarifies how shareholders can exercise voting rights.

Why the order matters for the merger timeline

A merger under Sections 230 to 232 typically requires multiple procedural checkpoints, including directions for meetings, dispatch of notices, and voting. The July 29, 2026 order signals that the Tribunal has accepted the meeting framework and set specific compliance milestones. The presence of a fixed cut-off date and record date indicates the schedule for shareholder communication and voting eligibility. The appointed date of January 1, 2026 is already defined in the scheme, but legal effectiveness depends on completion of approvals and subsequent steps. The shareholder vote on September 29, 2026 is therefore a central milestone in the overall process.

Conclusion

The NCLT Ahmedabad Bench has instructed ACC and Ambuja to hold separate equity shareholder meetings on September 29, 2026 via VC/OAVM to vote on the proposed amalgamation, with an appointed date of January 1, 2026. Creditor meetings have been dispensed with on the stated grounds that there is no compromise and assets exceed liabilities. The next tracked milestones are the record date for dispatch of notices on August 14, 2026 and the voting eligibility cut-off date on September 22, 2026. The outcome of the shareholder votes will determine whether the scheme proceeds to the next legal steps under the Companies Act framework.