On May 2, 2025, Ambuja Cements Limited, one of India’s leading cement producers and a part of the Adani Group, conducted a crucial NCLT-convened meeting of equity shareholders to approve the Scheme of Amalgamation with Adani Cementation Limited. The meeting, held through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), was mandated by the order passed by the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, dated March 28, 2025.

Meeting Overview and Participation

The meeting commenced at 11:00 a.m. IST and was chaired by Justice (Retd.) Kalpesh Jhaveri, appointed by the NCLT. Several key board members and executives attended the meeting, including:

• Mr. Ajay Kapur, Managing Director

• Mr. Vinod Bahety, CEO & Whole-time Director

• Mr. Rajnish Kumar, Ms. Purvi Sheth, Mr. Ameet Desai, Mr. Praveen Garg – Independent Directors

• Mr. M. R. Kumar, LIC Nominee Director

• Mr. Manish Mistry, Company Secretary

• Mr. Rakesh Tiwary, CFO

Prominent figures such as Mr. Gautam Adani and Mr. Karan Adani were unable to attend due to personal commitments. However, the meeting had the required quorum and was declared in order.

Merger Background

The merger entails the amalgamation of Adani Cementation Limited with Ambuja Cements Limited. This strategic integration is part of Adani Group’s consolidation plan in the cement sector, aimed at enhancing operational efficiencies and market reach.

The Notice of the Meeting, including the Explanatory Statement under Section 230 read with Section 102 of the Companies Act, 2013, was circulated to all shareholders in advance. It was also available on the company’s official website.

Voting Process and Shareholder Engagement

Voting was conducted through remote e-voting from April 28, 2025 to May 1, 2025, and a 30-minute e-voting window was also provided after the meeting. The voting process was administered by Central Depository Services (India) Limited (CDSL), and scrutinized by Mr. Raimeen Maradiya, Partner at Chirag Shah and Associates, as appointed by the NCLT.

Registered shareholders had the opportunity to express their views during the meeting. Queries raised were addressed comprehensively by the CEO, Mr. Vinod Bahety.

Voting Results – A Clear Majority

As per the Scrutinizer’s consolidated report dated May 2, 2025, the resolution to approve the Scheme of Amalgamation was passed with overwhelming support:

Voting Summary (Overall):

• Total Votes Polled: 2,155,722,651 (out of 2,463,123,478 eligible votes)

• Votes in Favor: 2,155,707,448

• Votes Against: 15,203

• Approval Rate: 99.9993% in favor

Breakup of Key Voting Segments:

• Promoters and Promoter Group: 1,590,508,125 votes (100% in favor)

• Public – Institutions: 564,148,355 votes (100% in favor)

• Public – Non-Institutions: 1,066,171 votes (98.57% in favor; 1.42% against)

The Scheme was approved in line with the provisions of Section 230 of the Companies Act, 2013, the SEBI Master Circular dated June 20, 2023, and the NCLT Order.

SEBI Compliance and Governance Standards

The voting and disclosure adhered to Regulation 30 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scrutinizer’s report confirmed the voting process was transparent, fair, and compliant with statutory norms.

Three major regulatory filings were submitted to stock exchanges:

1. Summary of Proceedings of the NCLT Meeting (Annexure I)

2. Voting Results with Scrutinizer’s Report under Companies Act/NCLT Order (Annexure II)

3. Voting Results under SEBI Master Circular Guidelines (Annexure III)

Key Takeaways from the Meeting:

• The merger was decisively approved with nearly 100% voting support from both institutional and non-institutional shareholders.

• The move marks another major consolidation initiative under the Adani Group, aligning operations of Ambuja Cements and Adani Cementation Limited.

• Corporate governance standards were strictly followed, with significant engagement from stakeholders and regulatory oversight from NCLT and SEBI.

What Happens Next?

With shareholders’ approval secured, the next steps will include:

• Submission of the Scheme to NCLT for final sanction.

• Filing of necessary documents with Registrar of Companies (RoC).

• Execution of integration processes between the two companies.

Post-merger, the combined entity is expected to benefit from synergies in logistics, supply chain management, and project execution capabilities. This merger also enhances Ambuja’s strategic footprint across India, especially in the infrastructure and coastal regions, where Adani Cementation was actively engaged.

Conclusion

The approval of the amalgamation scheme marks a significant milestone for Ambuja Cements and the Adani Group’s cement operations. The shareholders’ overwhelming support reflects strong confidence in the merger’s value proposition and future growth trajectory. With regulatory and shareholder approvals now in place, Ambuja is well-positioned to scale new heights in the cement industry.

The Upcoming IPOs in this week and coming weeks are Srigee DLM, Manoj Jewellers.

The Current active IPO are Wagons Learning, Kenrik Industries.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.

Join our Trading with CA Abhay Telegram Channel for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst.