NCLT Order Details

The Hon'ble National Company Law Tribunal, Chennai Bench passed an order on July 02, 2026 (uploaded on NCLT website) in CA(CAA)/45(CHE)2026 and CA(CAA)/49(CHE)2026 allowing the First Motion Application for 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.

The tribunal dispensed with the requirement of convening meetings of shareholders, secured creditors, and unsecured creditors of ADI BPO Services Limited. The tribunal also dispensed with the meeting of secured creditors of MPS Limited.

The NCLT directed convening of meetings of equity shareholders and unsecured creditors of MPS Limited on Saturday, August 22, 2026:

  • Equity shareholders meeting: 10:00 AM (IST)
  • Unsecured creditors meeting: 11:30 AM (IST)

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.

Company Financial Information

ADI BPO Services Limited (Transferor Company):

  • Authorized Share Capital: ₹1,50,00,000 (1.5 crore equity shares of ₹1 each)
  • Paid-up 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
  • 7 equity shareholders
  • Nil secured creditors
  • Nil unsecured creditors

MPS Limited (Transferee Company):

  • Authorized Share Capital: ₹20,00,00,000 (2 crore equity shares of ₹10 each)
  • Paid-up 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
  • 29,778 equity shareholders
  • 1 secured creditor (100% consent obtained)
  • 39 unsecured creditors

Scheme Details

The Scheme provides for amalgamation of ADI BPO Services Limited with MPS Limited. Upon implementation:

  • MPS Limited will issue and allot 1,16,90,615 equity shares of face value ₹10 each fully paid-up to shareholders of ADI BPO Services Limited in proportion to their holding
  • The existing shareholding of ADI BPO in MPS Limited will stand cancelled and extinguished
  • ADI BPO Services Limited will stand dissolved without winding up
  • Appointed Date: Closing hours of April 1, 2025

Rationale for Amalgamation

The companies belong to the same group and the amalgamation will:

  • Simplify corporate structure and create operational synergies
  • Rationalize shareholding structure of MPS Limited
  • Eliminate inter-company transactions and administrative duplications
  • Reduce administrative costs of maintaining separate companies
  • Enable MPS to consider growth and investment opportunities
  • Demonstrate direct commitment to MPS by promoters
  • No adverse implications for public shareholders

Regulatory Approvals

  • Board approvals obtained on July 18, 2025
  • Valuation report from Finvox Analytics dated July 18, 2025
  • Fairness opinion dated July 18, 2025
  • NSE observation letter dated March 02, 2026: 'No objections'
  • BSE observation letter dated March 02, 2026: 'No adverse observations'

Meeting Arrangements

Quorum requirements:

  • MPS Equity Shareholders: 30 members (meeting on August 22, 2026 at 10:00 AM)
  • MPS Unsecured Creditors: 8 members (meeting on August 22, 2026 at 11:30 AM)

Appointments:

  • Chairperson: Mr. S.C. Jain (Fee: ₹1,00,000 + incidental expenses)
  • Scrutinizer: Mr. Kishore (Fee: ₹50,000 + incidental expenses)

Notification requirements:

  • Individual notices to be sent 30 days in advance
  • Advertisement in Business Standard (All India Edition) and Dina Malar Tamil (Tamil Nadu Edition)
  • Notices to Regional Director MCA, Registrar of Companies Coimbatore, RBI, Income Tax Authorities, and other sectoral regulators

Additional Information

The certified copy of the order was delayed in uploading on NCLT website and minor typographical errors required clarification from NCLT before this intimation could be made.

The complete order documents are available on the company's website at https://www.mpslimited.com/scheme-of-amalgamation/.