NCLT Ahmedabad on 29 July 2025 allowed the first motion petition for amalgamation of ACC Limited with Ambuja Cements Limited, both Adani Group cement companies. The tribunal dispensed with the requirement of holding separate meetings of creditors, a significant procedural relief under the Companies Act merger framework. This marks the first formal judicial step in what would create one of India's largest cement entities under a unified Adani corporate structure.

Under the Companies Act 2013, a scheme of amalgamation requires NCLT approval in two stages — the first motion and the second motion. The first motion is essentially a directions hearing where the tribunal examines whether statutory notices and meetings need to be convened. Under Section 230, the NCLT can dispense with creditor meetings if creditors' interests are adequately protected or if a sufficient majority of creditors have already consented in writing.

The tribunal's power to dispense with meetings is a key exam point: it is not automatic — the NCLT must be satisfied that no prejudice will be caused. This distinguishes amalgamation under Companies Act 2013 from the older Companies Act 1956 scheme, where High Courts had jurisdiction.

Amalgamation under Section 232 involves the transferor company (ACC) merging into the transferee company (Ambuja), with ACC being dissolved without winding up — a classic statutory feature repeatedly tested in CLAT PG. Shareholders of ACC receive shares in Ambuja per the swap ratio determined by independent valuers.

For SEBI Grade A, the merger of two listed companies additionally triggers SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations and requires stock exchange disclosures, making it relevant to securities regulation. The dispensation of creditor meetings by NCLT does not override SEBI's shareholder approval requirements for listed entities.