NCLT approves merger scheme of Adani Group's Ambuja Cements and Sanghi Industries

Ambuja Cements-Sanghi Industries merger

• NCLT approves Ambuja Cements' merger scheme with Sanghi Industries
• Merger aims to boost efficiency, resource use, and cost savings
• Sanghi shareholders to get 12 Ambuja shares for every 100 Sanghi shares

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Adani Group's Ambuja Cements on February 9 announced that the Ahmedabad bench of the National Company Law Tribunal (NCLT) has approved the merger scheme with its subsidiary Sanghi Industries.

In an exchange filing, the Adani Group-company shared the tribunal's order pronounced today, approving the scheme of amalgamation.

"After analysing the Scheme in detail, this Tribunal is of the considered view that the Scheme as contemplated between the Companies seems to be prima facie beneficial to the Companies and will not be in any way detrimental to the interest of the shareholders and the creditors of the Companies," NCLT said in its order.

It added that the merger scheme is in the public interest, as it enhances operational efficiency, consolidates resources, and does not prejudice the rights of shareholders, creditors, or statutory authorities. "In short, the proposed Scheme provides for Amalgamation, by way Merger, of Sanghi Industries Ltd. (Transferor Company) into Ambuja Cements Ltd. (Transferee Company) and their respective Shareholders and Creditors effect from the Appointed Date of 01.04.2024,” NCLT added.

Ambuja Cements had completed the acquisition of Sanghi Industries at an enterprise value of Rs 5,185 crore in December 2023. In December 2024, the company approved merger of Sanghi Industries and Penna Cement Industries with itself.

It had then said that as both the companies are under the same line of business, this amalgamation will enable it to absorb the business of Sanghi Industries completely for carrying on more effectively and beneficial, leading to more efficient and economical business management. "This includes better resource utilisation, reduced overheads, cost savings, economies of scale, elimination of duplicated efforts, and streamlined compliance requirements through amalgamation," it had said in a stock exchange filing.

Merger ratio:

Ambuja Cements in December 2024 had said that after the merger of the two companies, it will issue 12 equity shares of the face value of Rs 2 each for every 100 shares of Sanghi Industries of face value of Rs 10 held by its shareholders. With this, the eligible shareholders of Sanghi will become the shareholders of Ambuja Cements.