Key Details of NCLT Order

The Hon'ble National Company Law Tribunal, Chennai Bench passed an order dated July 02, 2026 in CA(CAA)/45(CHE)2026 and CA(CAA)/49(CHE)2026 allowing the First Motion Application filed in relation to the Scheme of Amalgamation of ADI BPO Services Limited (Transferor Company) with MPS Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013.

Scheme Rationale

The amalgamation aims to achieve:

  • Simplification and greater operational synergies within the same group
  • Rationalization of shareholding structure of Transferee Company
  • Elimination of inter-company transactions and administrative duplications
  • Reduction of administrative costs of maintaining separate companies
  • Reduction of shareholding tiers demonstrating direct promoter commitment
  • Enhanced growth and investment opportunities for MPS Limited

Financial Details of Companies

ADI BPO Services Limited (as on 31.12.2025):

  • Authorized Share Capital: ₹1,50,00,000 (1.5 crore equity shares of ₹1 each)
  • Paid-up Share Capital: ₹1,17,46,375 (1,17,46,375 equity shares of ₹1 each)
  • Net Worth: ₹13,379.27 lakhs
  • Turnover: ₹6,188.49 lakhs
  • Current Assets: ₹11,532.19 lakhs
  • Non-Current Assets: ₹2,003.97 lakhs
  • Current Liabilities: ₹106.92 lakhs
  • Non-Current Liabilities: ₹46.96 lakhs

MPS Limited (as on 30.09.2025):

  • Authorized Share Capital: ₹20,00,00,000 (2 crore equity shares of ₹10 each)
  • Paid-up Share Capital: ₹17,10,58,160 (17,10,58,160 equity shares of ₹10 each)
  • Net Worth: ₹32,583 lakhs
  • Turnover: ₹21,083 lakhs
  • Current Assets: ₹17,647 lakhs
  • Non-Current Assets: ₹21,118 lakhs
  • Current Liabilities: ₹5,263 lakhs
  • Non-Current Liabilities: ₹919 lakhs

Share Exchange Ratio

Upon implementation of the Scheme, MPS Limited shall issue and allot 1,16,90,615 equity shares of face value ₹10 each fully paid-up to the equity shareholders of ADI BPO Services Limited in proportion to their holding.

Existing Shareholding Cancellation

The existing shareholding of ADI BPO Services Limited in MPS Limited shall stand cancelled and extinguished immediately following the issuance of new equity shares.

Appointed Date

The Appointed Date for the scheme is defined as closing hours of April 1, 2025, or such other date as may be approved by NCLT Chennai.

NCLT Directions for Meetings

For ADI BPO Services Limited (Transferor Company):

  • Equity Shareholders (7 shareholders): Meeting dispensed with based on obtained consents
  • Secured Creditors: NIL - no meeting required
  • Unsecured Creditors: NIL - no meeting required

For MPS Limited (Transferee Company):

  • Equity Shareholders (29,778 shareholders): Meeting ordered on August 22, 2026 at 10:00 AM
  • Secured Creditors (1 creditor): Meeting dispensed with based on 100% consent affidavit
  • Unsecured Creditors (39 creditors): Meeting ordered on August 22, 2026 at 11:30 AM

Meeting Details

Venue: Block-B6, 3rd Floor, Gateway Office Parks, No.16, G.S.T Road, Perungalathur, Tambaram, Chennai - 600063 or through Video Conferencing/Other Audio Visual Means

Quorum Requirements:

  • Equity Shareholders: 30 members
  • Unsecured Creditors: 8 creditors

Appointment of Officials

  • Chairperson: Mr. S.C. Jain (Mob: 9350106549) with fee of ₹1,00,000
  • Scrutinizer: Mr. Kishore (Mob: 9362959697) with fee of ₹50,000

Publication Requirements

Advertisement to be published in Business Standard (All India Edition) and Dina Malar Tamil (Tamil Nadu Edition) with at least 30 clear days notice before meetings.

Regulatory Approvals Obtained

  • NSE: No objection letter dated March 02, 2026
  • BSE: No adverse observation letter dated March 02, 2026 (with right to withdraw if information found incomplete)
  • Valuation Report: Obtained from Finvox Analytics dated July 18, 2025
  • Fairness Opinion: Dated July 18, 2025

Additional Requirements

Companies to send notices to Regional Director MCA, Registrar of Companies Coimbatore, RBI, Income Tax Authorities, and other sectoral regulators.

Effective Date

The scheme will become effective upon final NCLT approval, after which ADI BPO Services Limited shall stand dissolved without winding up process.