ADI BPO Services Ltd. Vs MPS Ltd. (NCLT Chennai)
The National Company Law Tribunal (NCLT), Chennai Bench, disposed of two first-motion applications filed under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements, Amalgamation) Rules, 2016 in relation to a proposed Scheme of Amalgamation between ADI BPO Services Limited (Transferor Company) and MPS Limited (Transferee Company). By a common order, the Tribunal directed meetings in CA(CAA)/45(CHE)/2026 and dispensed with meetings in CA(CAA)/49(CHE)/2026.
The Transferor Company, originally incorporated on 09.01.2006 as ADI Publishing Services Private Limited, became ADI BPO Services Limited on 09.08.2017. The Transferee Company was incorporated on 19.01.1970 as Macmillan Company and was renamed MPS Limited on 25.06.2009. Both companies placed on record their Memorandum and Articles of Association, audited financial statements as on 31.03.2025, and unaudited provisional financial statements as on 31.12.2025.
The applicants stated that the amalgamation would simplify the group structure, create operational synergies, rationalise the shareholding structure, eliminate inter-company transactions and administrative duplication, reduce compliance costs, facilitate growth and investment opportunities, reduce shareholding tiers, and would not prejudice the interests of shareholders or creditors. The Scheme also stated that no compromise or arrangement was proposed with secured or unsecured creditors and that their liabilities would continue to be discharged by the Transferee Company in the ordinary course of business.
