Authority: National Company Law Tribunal, Mumbai Bench-II (Hon'ble Shri Ashish Kalia, Member (Judicial) and Hon'ble Shri Sanjiv Dutt, Member (Technical))

Order Date: 19.06.2026

Case Overview

This is a first motion company application (CA (CAA) No.180/MB/2025) jointly filed by Majorel India Private Limited (Transferor Company) and Teleperformance Global Business Private Limited (Transferee Company) on 07.07.2025 under Sections 230-232 of the Companies Act, 2013. The application seeks directions for the proposed Scheme of Amalgamation between the two companies and their respective shareholders. Both companies have their registered offices in Maharashtra and fall within the tribunal's jurisdiction.

The Board of Directors of both companies approved the Scheme in their respective meetings conducted on 05.06.2025. The appointed date for the amalgamation is 01.04.2025. Majorel India Private Limited (CIN: U72900MH2000PTC437799) is engaged in providing software, IT-enabled services, and marketing services, and is a subsidiary of Majorel Holding Deutschland, Gmbh, with ultimate holding by Teleperformance SE. Teleperformance Global Business Private Limited (CIN: U72900MH2001PTC395416) is engaged in IT-enabled services, business process outsourcing, call center services, and back office processing.

The rationale for the amalgamation includes simplification of India business structure, improvement of operational and management efficiencies, creation of a single robust entity with stronger financial scale, consolidation for synergistic benefits, optimum utilization of resources, improved cash management, and integrated marketing strategies. Teleperformance Global Business already owns 99.997% of Majorel India's share capital, and both are ultimately held by Teleperformance SE.

The consideration for amalgamation involves Teleperformance Global Business issuing and allotting shares to eligible members of Majorel India at an exchange ratio of 1.47 equity shares of ₹10 each of Transferee Company for every 10 equity shares of ₹100 each of Transferor Company. This ratio was recommended by registered valuer Miss Neha Bhandari in her valuation report dated 05.06.2025.

As of 30.04.2025, Majorel India had authorized share capital of ₹3,00,00,000 (3,00,000 equity shares of ₹100 each) and issued, subscribed, and paid-up share capital of ₹2,98,71,200 (2,98,712 equity shares of ₹100 each). Teleperformance Global Business had authorized share capital of ₹1,90,97,00,000 (19,09,70,000 equity shares of ₹10 each) and issued, subscribed, and paid-up share capital of ₹1,26,34,500 (12,63,450 equity shares of ₹10 each).

Upon effectiveness of the Scheme, the undertaking and business of Majorel India will transfer to Teleperformance Global Business as a going concern along with all assets, properties, debts, and liabilities. All permanent employees of Majorel India will become employees of Teleperformance Global Business without break in service. Majorel India will stand dissolved without winding up.

The statutory auditors of Teleperformance Global Business, Price Waterhouse Chartered Accountants LLP, certified that the accounting treatment complies with applicable accounting standards. There are no pending proceedings/investigations under Chapter XIV of the Companies Act or any winding-up/insolvency petitions against either company. Both companies have positive net worth as certified by I R A & Associates dated 27.06.2025.

All equity shareholders of both companies (2 shareholders of Majorel India holding 2,98,712 shares and 3 shareholders of Teleperformance Global Business holding 12,63,450 shares) provided written consent through affidavits. Both companies have no secured creditors. Majorel India has 7 unsecured creditors amounting to ₹73,10,048, and Teleperformance Global Business has 8 unsecured creditors amounting to ₹4,59,73,191.88, with 100% consent obtained from all unsecured creditors by value.

Final Outcome

The Tribunal disposed of the application with directions to serve notices to regulatory authorities including the Regional Director (Western Region, Ministry of Corporate Affairs), Registrar of Companies (Mumbai), Income Tax Authorities (Circle 4(3)(1), Mumbai for Majorel India PAN AABCB8378G and Circle 13(3)(2), Mumbai for Teleperformance Global Business PAN AABCC6211B), Principal CCIT Mumbai, jurisdictional GST Authority, and the Official Liquidator of Bombay High Court. The companies must host notices on their websites and file an affidavit of service within 15 days. If no objections are received within 30 days from notice receipt, it will be presumed that authorities have no objection to the Scheme.

Topics: Corporate Amalgamation, NCLT Approval, Business Restructuring