NCLT Chennai Directs MPS Limited To Convene Meetings For Amalgamation With ADI BPO Services

The Chennai National Company Law Tribunal (NCLT) on 2 July directed MPS Limited to convene meetings of its equity shareholders and unsecured creditors to consider its proposed scheme of amalgamation with wholly-owned subsidiary ADI BPO Services Limited.

A Bench of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam held:

“Since the Applicant Company has sought for directions for the meeting of the Unsecured Creditors, this Tribunal orders convening, holding and conducting the meeting.”

Under the scheme, ADI BPO Services Limited will merge into MPS Limited with the objective of simplifying and rationalising MPS Limited's shareholding structure, achieving operational synergies, eliminating administrative duplication and reducing administrative costs.

The scheme provides for issuance of 1,16,90,615 equity shares of MPS Limited to the shareholders of ADI BPO Services Limited in proportion to their shareholding. It also provides for cancellation of ADI BPO's existing shareholding in MPS Limited and dissolution of ADI BPO without winding up once the scheme becomes effective. The shares of MPS Limited are listed on the National Stock Exchange and the Bombay Stock Exchange.

The Tribunal noted that the boards of both companies had approved the scheme on 18 July 2025. It further recorded that the National Stock Exchange and the Bombay Stock Exchange had issued observation letters stating that they had no objection or adverse observations regarding the proposed scheme.

With respect to ADI BPO, the Bench observed that all seven equity shareholders had furnished consent affidavits and therefore dispensed with the requirement of convening a meeting of equity shareholders. It also noted that ADI BPO had no secured or unsecured creditors, making such meetings unnecessary.

In the case of MPS Limited, it directed that meetings of its 29,778 equity shareholders and 39 unsecured creditors be convened on 22 August 2026 to consider the scheme. However, it dispensed with the meeting of the company's sole secured creditor after recording that the creditor had consented to the scheme.

The Tribunal also appointed a Chairperson and Scrutinizer for the meetings, prescribed the quorum requirements, and directed issuance of notices and publication of advertisements.

Accordingly, the NCLT allowed the applications.

For Applicants: Advocate Pawan Jhabakh