The National Company Law Tribunal (NCLT), Ahmedabad Bench, has officially sanctioned the Scheme of Arrangement for the amalgamation of Sanghi Industries Limited (“Transferor Company”) with Ambuja Cements Limited (“Transferee Company”). The scheme’s effective date will follow the completion of stipulated steps, while the Appointed Date is set as April 1, 2024. All regulatory filings and stakeholder approvals were confirmed prior to this final judicial sanction.
NCLT Sanctions Amalgamation Scheme
On February 9, 2026, the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, pronounced the order sanctioning the Scheme of Arrangement between Sanghi Industries Limited (the Transferor Company) and Ambuja Cements Limited (the Transferee Company). The Appointed Date for this Scheme of Amalgamation is fixed as April 1, 2024.
Regulatory Compliance and Filings
The Tribunal noted the compliance with various statutory requirements leading up to the sanction. The applicants successfully filed the Second Motion Petition on November 24, 2025. Affidavits confirmed that notices were served to relevant authorities, including the Regional Director, ROC Gujarat, Official Liquidator, Income Tax Authorities, and stock exchanges (BSE, NSE, and Luxembourg Stock Exchange). No material objections were received from the stock exchanges.
Observations and Responses
The Tribunal reviewed observations from the Regional Director (RD) and Registrar of Companies (RoC). Key points addressed included:
- The scheme aligns with the Transferor Company being a subsidiary, with Ambuja Cements holding 58.08% of paid-up equity capital as of September 30, 2025.
- The rationale emphasized integrating operations for better resource utilization and economies of scale, enhancing shareholder value.
- The reclassification of Sanghi Industries’ Promoters to the ‘Public’ category in the Transferee Company was confirmed to be in compliance with SEBI regulations.
- Regarding the Appointed Date of April 1, 2024, filed two years post-date, the companies justified the timing due to receiving necessary no-objection letters from Stock Exchanges only on July 17, 2025.
Income Tax Department Stipulations
The Income Tax Department requested approval subject to several conditions, which the Tribunal incorporated into the final order:
- All outstanding tax dues of the Transferor Company remain recoverable from the amalgamated entity.
- Full compliance with Section 2(1B) and Section 72A of the Income Tax Act must be ensured.
- The Department retains the right to tax any income, benefit, or gain arising from the amalgamation.
- No loss or depreciation carried forward shall be allowed unless conditions under Section 72A are satisfied.
Tribunal Directives and Final Order
The Tribunal found the Scheme to be prima facie beneficial, enhancing operational efficiency without prejudicing the rights of stakeholders. The final order directs several actions:
- The Scheme is sanctioned, effective upon filing the certified order with the Registrar of Companies (ROC), with an Appointed Date of 01.04.2024.
- The Transferor Company, Sanghi Industries Ltd., shall be dissolved without winding up.
- The consideration involves issuing 12 New Equity Shares of Ambuja Cements for every 100 equity shares held in Sanghi Industries (Share Exchange Ratio).
- The Transferee Company must comply with specific labor laws regarding the transfer of employees within stipulated timelines.
- Legal fees were quantified: Rs.50,000/- for the Regional Director’s office and Rs.30,000/- for the Official Liquidator, both payable by the Transferee Company.
The Company Petition CP(CAA)/61(AHM)2025 in CA(CAA)/49(AHM)2025 stands allowed and disposed of based on these terms.
Source: BSE
