Key Regulatory and Compliance Directives
The sanction is subject to several crucial findings and directions:
- Dissolution: The Transferor Company/Penna Cement Industries Ltd. shall be dissolved without winding up.
- Statutory Compliance: Ambuja Cements Ltd. must comply with all applicable regulations from SEBI, BSE, NSE, and the Luxembourg Stock Exchange regarding its status as a listed entity and its Global Depository Receipts.
- Tax Liability: The approval does not absolve the petitioner companies from any statutory liabilities. The Transferee Company undertakes to discharge all outstanding demands pertaining to the Transferor Company in accordance with law.
- Record Preservation: The petitioner companies are directed to preserve all books of accounts, papers, and records for a minimum period of 8 years from the Effective Date.
- Employee Transfer: The transfer of employees must comply with the Industrial Disputes Act, 1947, with the Transferee Company completing the transfer within 60 days of the Effective Date.
Timeline Summary
The procedural timeline concluded with the equity shareholders of the Transferee Company approving the scheme via remote e-voting and e-voting on December 30, 2025. The final order approving the scheme was pronounced on March 30, 2026.
The Tribunal is satisfied that the Scheme is fair, reasonable, and not prejudicial to the interests of shareholders, creditors, or the public, allowing the petition to stand allowed and disposed of based on the aforementioned terms.
Source: BSE
Consideration for Shareholders
The scheme details the cancellation of equity shares of the Transferor Company held by the Transferee Company and other shareholders. For the Eligible Members (shareholders of Penna Cement other than Ambuja Cements), the consideration shall be paid in cash as follows:
- Rs. 321.50 (Rupees Three Hundred and Twenty One and paise fifty) for every 1 (one) fully paid-up equity share of Rs. 10/- each held in the Transferor Company.
- This payment must be made not later than 30 days from the Effective Date (“Payment Date”).
The Tribunal explicitly found no legal bar in providing cash consideration, noting that the Transferee Company holds substantial shareholding (99.94% as of 30.11.2025) in the Transferor Company, and minority shareholders are being fairly compensated based on independent valuation.
Key Regulatory and Compliance Directives
The sanction is subject to several crucial findings and directions:
- Dissolution: The Transferor Company/Penna Cement Industries Ltd. shall be dissolved without winding up.
- Statutory Compliance: Ambuja Cements Ltd. must comply with all applicable regulations from SEBI, BSE, NSE, and the Luxembourg Stock Exchange regarding its status as a listed entity and its Global Depository Receipts.
- Tax Liability: The approval does not absolve the petitioner companies from any statutory liabilities. The Transferee Company undertakes to discharge all outstanding demands pertaining to the Transferor Company in accordance with law.
- Record Preservation: The petitioner companies are directed to preserve all books of accounts, papers, and records for a minimum period of 8 years from the Effective Date.
- Employee Transfer: The transfer of employees must comply with the Industrial Disputes Act, 1947, with the Transferee Company completing the transfer within 60 days of the Effective Date.
Timeline Summary
The procedural timeline concluded with the equity shareholders of the Transferee Company approving the scheme via remote e-voting and e-voting on December 30, 2025. The final order approving the scheme was pronounced on March 30, 2026.
The Tribunal is satisfied that the Scheme is fair, reasonable, and not prejudicial to the interests of shareholders, creditors, or the public, allowing the petition to stand allowed and disposed of based on the aforementioned terms.
Source: BSE
Scheme Details and Appointed Date
The Tribunal has sanctioned the Scheme of Amalgamation annexed as “Annexure ‘I’ to the Company Petition. The legally established Appointed Date for the Scheme is confirmed as August 16, 2024. The Tribunal found this Appointed Date to be event-based, justified, and compliant with MCA General Circular No. 09/2019, concluding it is not prejudicial to public interest.
Consideration for Shareholders
The scheme details the cancellation of equity shares of the Transferor Company held by the Transferee Company and other shareholders. For the Eligible Members (shareholders of Penna Cement other than Ambuja Cements), the consideration shall be paid in cash as follows:
- Rs. 321.50 (Rupees Three Hundred and Twenty One and paise fifty) for every 1 (one) fully paid-up equity share of Rs. 10/- each held in the Transferor Company.
- This payment must be made not later than 30 days from the Effective Date (“Payment Date”).
The Tribunal explicitly found no legal bar in providing cash consideration, noting that the Transferee Company holds substantial shareholding (99.94% as of 30.11.2025) in the Transferor Company, and minority shareholders are being fairly compensated based on independent valuation.
Key Regulatory and Compliance Directives
The sanction is subject to several crucial findings and directions:
- Dissolution: The Transferor Company/Penna Cement Industries Ltd. shall be dissolved without winding up.
- Statutory Compliance: Ambuja Cements Ltd. must comply with all applicable regulations from SEBI, BSE, NSE, and the Luxembourg Stock Exchange regarding its status as a listed entity and its Global Depository Receipts.
- Tax Liability: The approval does not absolve the petitioner companies from any statutory liabilities. The Transferee Company undertakes to discharge all outstanding demands pertaining to the Transferor Company in accordance with law.
- Record Preservation: The petitioner companies are directed to preserve all books of accounts, papers, and records for a minimum period of 8 years from the Effective Date.
- Employee Transfer: The transfer of employees must comply with the Industrial Disputes Act, 1947, with the Transferee Company completing the transfer within 60 days of the Effective Date.
Timeline Summary
The procedural timeline concluded with the equity shareholders of the Transferee Company approving the scheme via remote e-voting and e-voting on December 30, 2025. The final order approving the scheme was pronounced on March 30, 2026.
The Tribunal is satisfied that the Scheme is fair, reasonable, and not prejudicial to the interests of shareholders, creditors, or the public, allowing the petition to stand allowed and disposed of based on the aforementioned terms.
Source: BSE
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has pronounced its order sanctioning the Scheme of Arrangement between Penna Cement Industries Limited (Transferor Company) and Ambuja Cements Limited (Transferee Company). The Appointed Date for this amalgamation is set as August 16, 2024. The scheme involves the cash consideration payment of Rs. 321.50 per equity share to Penna Cement shareholders.
Ambuja Cements Limited (Transferee Company) announced that the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, pronounced the order sanctioning the Scheme of Arrangement involving Penna Cement Industries Limited (Transferor Company) on March 30, 2026. This order legally finalizes the merger process between the two entities.
Scheme Details and Appointed Date
The Tribunal has sanctioned the Scheme of Amalgamation annexed as “Annexure ‘I’ to the Company Petition. The legally established Appointed Date for the Scheme is confirmed as August 16, 2024. The Tribunal found this Appointed Date to be event-based, justified, and compliant with MCA General Circular No. 09/2019, concluding it is not prejudicial to public interest.
Consideration for Shareholders
The scheme details the cancellation of equity shares of the Transferor Company held by the Transferee Company and other shareholders. For the Eligible Members (shareholders of Penna Cement other than Ambuja Cements), the consideration shall be paid in cash as follows:
- Rs. 321.50 (Rupees Three Hundred and Twenty One and paise fifty) for every 1 (one) fully paid-up equity share of Rs. 10/- each held in the Transferor Company.
- This payment must be made not later than 30 days from the Effective Date (“Payment Date”).
The Tribunal explicitly found no legal bar in providing cash consideration, noting that the Transferee Company holds substantial shareholding (99.94% as of 30.11.2025) in the Transferor Company, and minority shareholders are being fairly compensated based on independent valuation.
Key Regulatory and Compliance Directives
The sanction is subject to several crucial findings and directions:
- Dissolution: The Transferor Company/Penna Cement Industries Ltd. shall be dissolved without winding up.
- Statutory Compliance: Ambuja Cements Ltd. must comply with all applicable regulations from SEBI, BSE, NSE, and the Luxembourg Stock Exchange regarding its status as a listed entity and its Global Depository Receipts.
- Tax Liability: The approval does not absolve the petitioner companies from any statutory liabilities. The Transferee Company undertakes to discharge all outstanding demands pertaining to the Transferor Company in accordance with law.
- Record Preservation: The petitioner companies are directed to preserve all books of accounts, papers, and records for a minimum period of 8 years from the Effective Date.
- Employee Transfer: The transfer of employees must comply with the Industrial Disputes Act, 1947, with the Transferee Company completing the transfer within 60 days of the Effective Date.
Timeline Summary
The procedural timeline concluded with the equity shareholders of the Transferee Company approving the scheme via remote e-voting and e-voting on December 30, 2025. The final order approving the scheme was pronounced on March 30, 2026.
The Tribunal is satisfied that the Scheme is fair, reasonable, and not prejudicial to the interests of shareholders, creditors, or the public, allowing the petition to stand allowed and disposed of based on the aforementioned terms.
Source: BSE
