NCLT Clears Adani Cementation-Ambuja Merger, Adani To Consolidate Cement Business Under One Roof

Key Highlights:

- NCLT’s Ahmedabad bench sanctioned the merger, effective from April 1, 2024

- Adani Enterprises to receive 8.7 million Ambuja shares via share-swap deal

- Merger boosts Ambuja’s capacity expansion plans and resource efficiency

New Delhi: The National Company Law Tribunal (NCLT) has approved the merger of Adani Cementation with Ambuja Cements, which will help to consolidate Adani Group's cement business under one unit and bring synergistic benefits.

Earlier in June 2024, the billionaire Gautam Adani-led group announced a merger and ownership restructuring of its cement assets, which are housed under Ambuja Cements and Adani Cementation, part of Adani Enterprises.

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Passing an order, the Ahmedabad bench of the NCLT, on July 18, sanctioned the Scheme of amalgamation of Adani Cementation with Ambuja Cements.

"The scheme of amalgamation annexed as Annexure I to the company petition is hereby sanctioned, and it is declared that the same shall be binding on the petitioner companies and their shareholders and creditors and all concerned under the scheme," said the two-member NCLT bench.

The effective date of the amalgamation will be April 1, 2024, said the 70-page-long NCLT order.

The intergroup merger is based on share swapping, and Adani Enterprises will get 8.7 million shares of Ambuja Cements.

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The NCLT has directed Ambuja Cements, a listed entity, to "comply with all applicable regulations, circulars and directions" issued by market regulator Sebi, and bourses BSE, NSE and Luxembourg Stock Exchange.

Ambuja Cements Global Depository Receipts (GDRs) are listed on the Luxembourg Stock Exchange.

"All the property rights and powers of the undertaking of the transferor company (Adani Cementation) and all the other property rights and powers of the transferor company be transferred without any further act or deed to the transferee company (Ambuja Cements)," the NCLT order said.

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Adani Group is the second-largest Cement manufacturer in the country with over 100 million tonnes per annum (MTPA) capacity.

While citing the rationale for the merger scheme, Adani Group entities said it will lead to enhanced value addition for both companies, and consequently, the value of the shareholders will increase.

It will help Ambuja Cement to absorb the cement business of Adani Cementation, which will help it to enhance its manufacturing capacity more efficiently, seamlessly and economically.

Besides, it will also help in improved utilisation of the combined resources of both companies, lowering the overheads and reducing compliance requirements.

"The amalgamation will help the transferee company to quickly start the construction activity at various sites of the transferor company and that of the wholly-owned subsidiary of the transferor company," both companies said.

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Adani Cementation has lease rights of limestone mines, with resources of about 275 million tonnes at Lakhpat, Gujarat.

It has also proposed to set up a manufacturing unit at Raigad, Maharashtra.

Ambuja Cements, which has crossed 100 MTPA capacity in FY25 in a record time, mainly through acquisitions, now aims to reach 118 MTPA by FY 2026 and 140 MTPA by FY 2028, primarily through brownfield expansion projects.

Adani Group is a new entrant in the cement sector. It entered the Cement sector in September 2022, after acquiring controlling stakes in Ambuja Cement from Swiss firm Holcim for USD 6.4 billion (about Rs 51,000 crore).

Later, Ambuja Cements owns a 51 per cent stake in ACC Ltd, pursued inorganic growth, acquiring small companies as Hyderabad-based Penna Cement and Saurastra-based Sanghi Industries. Earlier this year, it also acquired Orient Cement from the CK Birla group.

The Indian cement market is led by Aditya Birla Group firm UltraTech Cement Ltd, which has a consolidated capacity of 192.26 MTPA. 

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